Shareholders Communication Policy

Shareholders Communication Policy

1.0 Introduction

1.1    The board of directors (the "Board") aims to ensure that shareholders are informed of all information necessary to assess the performance of the Company, and are kept updated as to its strategic goals and plans, major developments, governance and risk profile.

1.2    Effective and timely dissemination of information to shareholders and the investment community shall be ensured at all times.

1.3    Information shall be communicated to the shareholders and the investment community mainly through the Company's financial reports (quarterly, interim and annual reports), annual general meetings and other general meetings that may be convened, as well as by making available all announcements, circulars and other corporate communications on the websites of the Company and the Hong Kong Stock Exchange.

 

2.0 Corporate Communication
2.1 All corporate communication of the Company (including quarterly, interim and annual

        reports, notice of general meeting, announcements and circulars, etc) will be provided

        to shareholders in both English and Chinese versions to facilitate shareholders'

        understanding.
2.2 All corporate communications will be sent to the shareholders by post via the Company's

        Share Registrar, if required under the Hong Kong Listing Rules, and will be uploaded on

        the websites of the Hong Kong Stock Exchange and the Company pursuant to the Hong Kong

        Listing Rules.

 

3.0 Company Website
3.1 The Company shall maintain an official website at www.asmcs.com. Information on the

        Company's website will be updated on a regular basis.

 

4.0 Shareholders' Enquiries to the Board
4.1 Shareholders may at any time make enquiry to the Board or make request for the

        Company's information to the extent such information is publicly available, through the

        following contact information:-
    Place of business in the PRC: 385 Hong Cao Road, Shanghai 200233,China
    Tel: +86 (21) 6485 1900
    Fax: +86 (21) 6485 3925
    Email: Sales                 - Email: service@asmc.com.cn
           Human Resources       - Email: zhao_pin@asmc.com.cn
           Investor Relations    - Email: ir@asmc.com.cn

 

5.0 Shareholders' Meetings
5.1 The Board should be responsible for maintaining an on-going dialogue with shareholders

        and in particular, use annual general meeting or other general meetings to communicate

        with shareholders and encourage their participation.
5.2 The chairman of the Board should attend the annual general meeting. He should also

        invite the chairmen of the audit and risk management committee, remuneration committee,
    nomination committee 
and any other committees (as appropriate) to attend. In their
    absence, he should invite 
another member of the committee or failing this his duly
    appointed delegate, to attend. 
These persons should be available to answer questions
    at the annual general meeting.
5.3 The Company should also ensure the external auditor attend the annual general meeting

        to answer questions about the conduct of the audit, the preparation and content of the

        auditors' report, the accounting policies and auditor independence.
5.4 Independent non-executive directors and other non-executives, as equal board members,

        should attend all the Company's general meetings and develop a balanced understanding
    of 
the views of shareholders.
5.5 The Company shall inform the shareholders of the poll voting results of any general

        meetings by way of publication of announcement in accordance with the Hong Kong  
    Listing 
Rules.

 

6.0 Shareholders' Rights
6.1 Convene Extraordinary General Meeting

A Pursuant to Article 80 of the Company's Articles of Association, shareholders who request for the convening of an extraordinary general meeting or a class meeting shall comply with the following procedures:

1.      Two (2) or more shareholder holding in aggregate 10 % or more of the shares carrying the right to vote at the meeting sought to be held shall sign one (1) or more counterpart requisitions stating the object of the meeting and requiring the Board to convene a shareholders' extraordinary general meeting or a class meeting thereof. The Board shall as soon as possible proceed to convene the extraordinary general meeting of shareholders or a class meeting thereof after receipt of such requisition(s). The amount of shareholdings referred to above shall be calculated as at the date of deposit of the requisition(s).

2.      If the Board fails to issue a notice of such a meeting within thirty (30) days from the date of receipt of the requisition(s), the requisitionists may themselves convene such a meeting (in a manner as similar as possible to the manner in which shareholders' meetings are convened by the Board) within four (4) months from the date of receipt of the requisition(s) by the Board.

B Any reasonable expenses incurred by the requisitionists by reason of failure by the Board to duly convene a meeting shall be repaid to the requisitionists by the Company and any sum so repaid shall be set-off against sums owed by the Company to the defaulting directors.
C The objects of the meeting must be stated in the related requisition deposited at the registered office of the Company.

6.2 Propose Resolutions to the Agenda of General Meetings

A Pursuant to Article 60 of the Company's Articles of Association, shareholder(s) holding in aggregate 3% or above of the total issued share capital of the Company shall in writing propose resolutions to the agenda of the general meetings to the convener of the general meetings 10 days before the date of the general meetings.
B The convener shall despatch a circular and announcement setting out the proposed resolutions to all the shareholders within two days after the date on which the written proposal is received by the convener and shall place the proposed resolutions on the agenda for such general meeting for shareholders' consideration.

6.3 Propose a Person for Election as a Director

A Pursuant to Article 60 of the Company's Articles of Association, shareholder(s) holding in aggregate 3% or above of the total issued share capital of the Company shall in writing propose resolutions to the agenda of the general meetings to the convener of the general meetings 10 days before the date of the general meetings.
B If a shareholder wishes to propose a person for election as a Director at the general meeting, he/she can deposit a written notice to that effect at the registered office of the Company for the attention of the Company Secretary. In order for the Company to inform shareholders of that proposal, the written notice must state the full name of the person proposed for election as a Director, include the person's biographical details as required by rule 13.51(2) of the Listing Rules, and be signed by the shareholders concerned and the person proposed for election indicating his/her willingness to be elected.
C The minimum length of the period, during which notice to the Company of the intention to propose a person for election as a director and during which notice to the Company by such person of his willingness to be elected may be given, will be at least 7 days.
D The period for lodgment of such a written notice will commence no earlier than the day after the despatch of the notice of general meeting and end 10 days before the date of the general meeting.

 

7.0 Other
 The Board should review this shareholders' communication policy on a regular basis to 
 ensure its effectiveness.

 

ICP No: 14039536, Shanghai Copyright 2012 © asmc Ltd. All rights reserved.