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Amended Article

Title：

Template of Articles of Association of Special Committee on Mergers and Acquisitions for Companies Limited by Shares  CH

Amended Date： 2020.06.03 
Categories： Corporate Governance
Article Content Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese
Article 3     (Composition)
    The Committee shall be comprised of at least three persons being independent directors, one of whom being the convener, or comprised of members selected by the board of directors of the Company if the independent directors fail to satisfy the qualification requirements in Paragraph 2, or there are not sufficient independent directors.
    The qualifications of members of the Committee shall conform to Articles 2 and 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and no such member may be an interested party to, or have a stake in, a trading counterparty of a merger or acquisition, that is sufficient to affect independence.
    The interested party mentioned in paragraph 2 and Article 6, paragraph 2 is identified pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
 Info
Article 7     (Convention, and election of chairman, of Committee meetings)
    Notice shall be given to members of the Committee seven days prior to the convention of a Committee meeting, save in case of an emergency.
    The Committee comprises [X] independent directors as members. An independent director is elected by all members as the convener and chairman of meetings.