上海浦東發展銀行公司章程英文-資料下載頁

【導讀】1. (Revisedin2020)Tableof. Contents. Chapter3Shares. Section1Directors. 8Finance,AccountingandAudit. Section1Notices. Article1. Article2. 2. Article3

　　

【正文】 he Bank is less than the statutory standard, shareholders should agree with the measures proposed by the Board of Directors to increase the capital adequacy ratio. Article 45 Where the Bank may be faced with any liquidity difficulty, the shareholders who borrowed money from the Bank should immediately repay the due loans and return the undue loans in advance in accordance with relevant laws and regulations: The liquidity difficulty of the Bank mean that the Bank does not ply with the following regulatory indexes for mercial banks and continual outflows of big sums occur, which cause or may cause panic withdrawals, etc: (1) Ending balance of current assets/ending balance of current liabilities 15%。 8 (2) (Reserve against deposit+ reserve funds)/ending balance of all deposits (excluding entrusted deposits) 13%。 (3) Ending balance of nonperforming loans/ending balance of all loans 30%。 (4) [(Interbank borrowing + interbank depositing) (interbank lending + interbank depositing)]/ending balance of all deposits (excluding entrusted deposits) 5% Article 46 The balance of a shareholder39。s loans from the Bank should not exceed 10% of the capital of the Bank. Where the related parties of a shareholder have loans from the Bank, this percentage should be calculated by aggregating the loans of this shareholder and its related parties from the Bank. If the relatedparty loans for a shareholder are overdue, its voting power should be restricted until related parties repay their loans to the Bank. Article 47 Where the legal representative, pany name, registered address, business scope and other important aspects of any shareholder of the Bank change, they should be reported in time to the equity m anagement department of the Bank. Article 48 Where any shareholder holding 1% or more of the voting shares of the Bank pledges the shares held by it, it should report in writing to the Bank on the occurring day of pledging. Article 49 The controlling shareholders and actual controllers of the Bank should not impair the interests of the Bank by making use of their connection relationships. If losses are thus caused to the Bank, they should be subject to pensations. The controlling shareholders and actual controllers of the Bank should undertake the obligation of credibility to the Bank and social public share shareholders. The controlling shareholders should exercise their rights as capital contributors in full accordance with law and should not damage the lawful rights and interests of the Bank and social public share shareholders by using the forms of relatedparty transactions, profit distribution, asset restructuring, investments, occupation of funds or loan guarantee or impair the interests of the Ban k and social public share shareholders by abusing their controlling position. (1) The controlling shareholders shall nominate the candidates for directors and supervisors in strict pliance with the terms and procedures provided for by laws, regulations and these Articles of Association. The resolutions made by Shareholders39。 General Meeting on electing personnel or the Board of Directors39。 resolutions on appointing personnel shall not be subjected to approval procedures by the controlling shareholders. The controlling shareholders are forbidden to appoint or dismiss senior management personnel of the Bank by circumventing Shareholders39。 General Meeting and the Board of Directors。 (2) The controlling shareholders shall not directly or indirectly interfere with the Bank39。s decisions or business activities conducted in accordance with laws。 nor shall they impair the Bank39。s or other shareholders39。 rights and interests。 (3) Controlling shareholders shall respect the financial independence of the Bank and shall not interfere with the financial and accounting activities of the Bank。 (4) The controlling shareholders or their internal offices shall not give plans or instructions concerning the Bank39。s business operation to the Bank, nor shall they interfere with the independent operation of the Bank in any other manner. Section 2 General Requirements for Shareholders39。 General Meeting Article 50 Shareholders39。 General Meeting is the authority of the Bank and exercises the following functions and powers in accordance with law: (1) to decide on the Bank39。s operational policies and investment plans。 (2) to elect and change the directors and supervisors assumed by nonrepresentatives of the employees, and to decide on the matters concerning their remuneration。 (3) to examine and approve the report of the Board of Directors。 (4) to examine and approve the report of the Supervisory Committee。 9 (5) to examine and approve annual financial budget plan and final account plan of the Bank。 (6) to examine and approve profit distribution plan and loss recovery plan of the Bank。 (7) to approve and change the investment objective of raised funds。 (8) to examine and approve the guarantees as specified in Article 51。 (9) to examine and approve the significant relatedparty transactions which amount exceeds twenty percent of the recent audited asset value of the Bank。 (10) to examine the purchase or sale of significant assets within one year, which amount exceeds thirty percent of the recent audited total assets of the Bank。 (11) to adopt resolutions on the increase or decrease of the Bank39。s registered capital。 (12) to adopt resolutions on the issue of bonds of a capital nature by the Bank。 (13) to adopt resolutions on the merger, division, dissolution, liquidation or form changing of the Bank。 (15) to adopt resolutions on the appointment and dismissal of the accounting firm by the Bank。 16) to examine share incentive scheme。 (17) to report the supervision ments made by the state banking regulatory authorities and examine the Board of Directors39。 re