CONCURSO EL GALLO DE ORO
IMPRESORA IMPRESORA LASER 1
127
In case where different classes of shares are issued by the Company, shareholders holding different classes of shares shall be class shareholders.Class shareholders shall enjoy the rights and assume the obligations in accordance with laws, regulations, rules and the Articles.
128
If the Company intends to change or abrogate the rights of class shareholders, it may do so only after such change or abrogation has been approved by a special resolution of the general meeting of shareholders and by the meetings of shareholders convened separately by the affected class shareholders in accordance with Article 130 to Article 134 respectively. In case of change or abrogation of the rights of class shareholders due to changes in domestic and overseas laws, regulations and rules and the listing rules of the place where the shares of the Company are listed or decisions duly made by domestic and overseas regulators, no approval is needed from the general meeting of shareholders or the meetings of class shareholders.129
In the following conditions, rights of a certain class shareholder shall be deemed to be changed or abrogated:(1) an increase or decrease in the number of shares of such type or an increase or decease in the number of shares of a type having voting rights, distribution rights or other privileges that is equal or superior to those of the shares of such class;
(2) a conversion of all or part of the shares of such class into shares of another class, a conversion of all or part of the shares of another class into shares of such class or the grant of the right to such conversion;
(3) a cancellation or reduction of rights to gain accrued dividends or accumulated dividends attached to shares of such class;
(5) an increase, cancellation or reduction of share conversion rights, options, voting rights, transfer rights, preemptive rights or rights to acquire securities of the Company attached to shares of such class;
(6) a cancellation or reduction of rights to receive amounts payable by the Company in a particular currency attached to shares of such class;
(7) a creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(8) an imposition of restrictions or increase of restrictions on the transfer or ownership of shares of such class;
(9) a right to subscribe for such class or another class of shares, or convert into another class of shares;
(10) an increase in the rights and privileges of shares of another class;
(11) restructuring plan of the Company will cause shareholders of different categories to bear liability disproportionately during the restructuring;
(12) an amendment or cancellation of the provisions of this Chapter.
130
Class shareholders affected, whether or not originally having voting rights at the general meeting of shareholders, shall have voting rights in class shareholders’ meeting when the matters stated in Articles 129(2) to 129(8), 129(11) to 129(12) are concerned, except for the interested shareholders.The aforesaid interested shareholders have the following meanings:
(1) when the Company makes purchase offer to all shareholders equally pro rata or purchases shares of the Company by means of open transaction at the stock exchange in accordance with Article 31 hereof, “interested shareholders” refer to the controlling shareholders defined hereunder;
(2) when the Company purchases shares of the Company by means of agreement outside the stock exchange in accordance with Article 31 hereof, “interested shareholders” refer to the
(3) in the restructuring plan, “interested shareholders” refer to the shareholders assuming responsibilities in a lower proportion than other shareholders of the same class, or the shareholders holding different interests from other shareholders of the same class.
131
Resolutions of the meetings of class shareholders may only be passed upon approval through voting by at least two-thirds (2/3) of the shareholders with voting rights and present at such meetings of class shareholders in accordance with Article 130.132
When convening a meeting of class shareholders, the Company shall issue written notices to all the shareholders registered under such class of shares 45 days prior to the date of such meeting, and specify in such notices the matters to be considered at the meeting and the date and place of such meeting. Any shareholder intending to attend such meeting shall deliver the relevant written reply to the Company 20 days prior to the date of such meeting. If the number of shares with voting rights represented by the shareholders intending to attend the meeting of class shareholders reaches more than half (1/2) of the total number of shares of that class with voting rights at such meeting, then the Company may hold such meeting. Otherwise, the Company may, within five (5) days, notify the shareholders a second time by way of public announcement of the matters to be considered at the meeting and the date and place to hold such meeting. Upon issuing such an announcement, the Company may hold the meeting of class shareholders.In case there are special regulations in the listing rules of the place where the shares of the Company are listed, such regulations shall prevail.
133
If a meeting of class shareholders is to be held by way of issuing notices, then such notices only need to be sent to the shareholders having the rights to vote at such meeting.A meeting of class shareholders shall be held under the same procedures of a general meeting of shareholders as far as possible and unless otherwise stipulated under this Chapter, the terms under the Articles regarding procedures of holding a general meeting of shareholders shall apply to the meeting of class shareholders.
134
In addition to other class shareholders, the shareholders holding domestic shares and shareholders holding overseas listed foreign shares shall be deemed as different types of shareholders.The special procedures of voting by class shareholders shall not apply to the following situations:
(1) Upon approval by special resolution at the general meeting of shareholders, the Company separately or concurrently issue domestic shares and overseas listed foreign shares every twelve (12) months, and neither the number of the domestic shares to be issued nor the number of overseas listed foreign shares to be issued exceeds 20% of the outstanding shares of that class;
(2) The plan of issuing domestic shares or overseas listed foreign shares at the establishment of the Company has been completed within fifteen (15) months from the date of approval by the securities regulatory authority under the State Council;
(3) Upon approval by the securities regulatory authority under the State Council, the shares of the Company held by the domestic shareholders are transferred to foreign investors, which are then listed and traded abroad.