Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3636)
ANNOUNCEMENT
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The board of directors (the "Board") of Poly Culture Group Corporation Limited (the "Company") hereby announces that the Board reviewed and approved, among other things, the resolution on the amendments to the articles of association of the Company (the "Articles of Association") at the Board meeting held on 28 August 2020.
In accordance with the provisions of the Guidelines of the State-owned Assets Supervision and Administration Commission of the State Council regarding the Articles of Associations of Central Enterprises (Trail) (the "Guidelines"), the Company currently intends to incorporate the contents regarding Party building works and Party committee into the Articles of Associations. For details of the amendments, please refer to Appendix I to this announcement. Regarding the matters stipulated in Article 167 of the revised Articles of Associations, the Party Committee shall perform the duties under Article 167. The Board and senior management shall decide whether or not to take the opinions and suggestions provided by the Party Committee after taking into account the actual circumstances. The decision authority of the shareholders' general meeting, the Board and senior management on matters set out in the Articles of Associations will not be affected by this proposed amendments.
The proposed amendments added 3 articles in total and amended 4 articles, and the number of the articles of the amended Articles of Association increases from 271 to 274. There should be no change in the content of other articles in the Articles of Association. Article numbering should be adjusted accordingly as a result of the aforesaid amendments.
The resolution in relation to the amendments to the Articles of Association shall be submitted to the shareholders' general meeting of the Company by way of special resolution. The Company will dispatch a circular containing the details of the proposed amendments to the Articles of Association to the shareholders of the Company in due course. The amended Articles of Association shall become
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effective on the date of the passing of the relevant resolution at the shareholders' general meeting of the Company. Prior to the passing of the relevant resolution at the shareholders' general meeting of the Company, the existing Articles of Association of the Company shall remain valid.
By order of the Board
Poly Culture Group Corporation Limited
Xu Niansha
Chairman
Beijing, the PRC
28 August 2020
As at the date of this announcement, the executive directors of the Company are Mr. Xu Niansha, Mr. Zhang Xi, Mr. Jiang Yingchun and Mr. Li Weiqiang, the non-executive directors are Mr. Huang Geming and Mr. Wang Keling, and the independent non-executive directors are Mr. Li Boqian, Ms. Li Xiaohui and Mr. Yip Wai Ming.
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APPENDIX I: COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION
No. | Original Provisions | Amended Provisions | |||||
1 | Article 1 To maintain the lawful rights and | Article 1 To maintain the lawful rights and | |||||
interests of Poly Culture Group Corporation | interests of Poly Culture Group Corporation | ||||||
Limited (hereinafter shortly referred to as | Limited (hereinafter shortly referred to as | ||||||
"the Company") and Shareholders and | "the Company") and, Shareholders and | ||||||
creditors thereof and to regulate the | creditors thereof and to regulate the | ||||||
Company's organization and activities, the | Company's organization and activities, and | ||||||
Company formulates the Articles of | to adhere to and enhance the overall | ||||||
Association in accordance with the | guidance of the Communist Party of | ||||||
Company Law of the PRC (hereinafter | China on the Company, the Company | ||||||
shortly referred to as "PRC Company | formulates the Articles of Association in | ||||||
Law"), Special Regulations of the State | accordance with the Company Law of the | ||||||
Council on the Overseas Offering and | PRC (hereinafter shortly | referred | to as | ||||
Listing of Shares by Joint Stock Limited | " P R C | C o m p a n y L a w " ) , | S p e c i a l | ||||
Companies (hereinafter shortly referred to | Regulations of the State Council on the | ||||||
as "Special Regulations"), Mandatory | Overseas Offering and Listing of Shares by | ||||||
Provisions for Articles | of Association of | Joint Stock Limited Companies (hereinafter | |||||
Companies to be Listed Overseas | s h o r t l y r e f e r r e d t o a s " S p e c i a l | ||||||
(hereinafter shortly referred to as | Regulations"), Mandatory Provisions for | ||||||
"Mandatory Provisions"), the Letter of | Articles of Association of Companies to be | ||||||
Opinions on Supplementary Amendments to | Listed Overseas (hereinafter shortly referred | ||||||
Articles of Association of Companies to be | to as "Mandatory Provisions"), the Letter | ||||||
Listed in Hong Kong (hereinafter shortly | of Opinions on Supplementary Amendments | ||||||
referred to as "Letter of Opinions on | to Articles of Association of Companies to | ||||||
Amendments"), Rules Governing the | be Listed in Hong Kong (hereinafter shortly | ||||||
Listing of Securities | on the Stock | referred to as "Letter of Opinions on | |||||
E x c h a n g e o f H o n g | K o n g L i m i t e d | Amendments"), Rules Governing the | |||||
(hereinafter shortly referred to as "Listing | Listing | of Securities | on the | Stock | |||
Rules of the Stock Exchange") and other | E x c h a n g e o f H o n g K o n g | L i m i t e d | |||||
relevant laws and administrative regulations | (hereinafter shortly referred to as "Listing | ||||||
of the State. | Rules of the Stock Exchange") and other | ||||||
relevant laws and administrative regulations | |||||||
of the State. | |||||||
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No. | Original Provisions | Amended Provisions |
2 Article 9 The Articles of Association are Article 9 The Articles of Association are binding on the Company and its binding on the Company and its Shareholders, Directors, Supervisors, Shareholders, Party members, Directors, general manager and other senior Supervisors, general manager and other management personnel, all of whom may, senior management personnel, all of whom according to the Articles of Association, may, according to the Articles of
assert rights in respect of the affairs of the | Association, assert rights in respect of the |
Company. | affairs of the Company. |
Shareholders may take action against the | Shareholders may take action against the |
Company pursuant to the Articles of | Company pursuant to the Articles of |
Association, and the Company may take | Association, and the Company may take |
action against Shareholders, Directors, | action against Shareholders, Directors, |
Supervisors, general manager and other | Supervisors, general manager and other |
senior management personnel pursuant to | senior management personnel pursuant to |
the Articles of Association. A Shareholder | the Articles of Association. A Shareholder |
may also take action against another | may also take action against another |
Shareholder, the Directors, Supervisors, | Shareholder, the Directors, Supervisors, |
general manager and other senior | general manager and other senior |
management personnel of the Company | management personnel of the Company |
pursuant to the Articles of Association. | pursuant to the Articles of Association. |
The "take action" appears above include | The "take action" appears above include |
submitting a lawsuit to court or applying to | submitting a lawsuit to court or applying to |
the arbitration bodies for arbitration. | the arbitration bodies for arbitration. |
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No. | Original Provisions | Amended Provisions | ||
3 | Article 11 In accordance with the relevant | Article 11 | In accordance with | the |
provisions under the Constitution of the | r e l e v a n t | p r o v i s i o n s u n d e r | t h e | |
Communist Party of China, the Company | Constitution of the Communist Party of | |||
shall establish a Communist Party of China | China, the Company shall establish a | |||
organisation. The Party Committee shall | Communist Party of China organisation | |||
perform the core leadership and political | to carry out the activities of the Party, set | |||
functions, controlling the directions, | up a working organ for the Party, | |||
managing the overall situation and | allocate sufficient staff to deal with | |||
ensuring the implementation . The | Party affairs and guarantee sufficient | |||
Company shall set up a working organ for | funds to operate the Party organisation. | |||
the Party, allocate sufficient staff to deal | ||||
with Party affairs and guarantee sufficient | ||||
funds to operate the Party organisation. |
4 Article 165 The Company shall set up the Article 165 In accordance with the
Party Committee consisting of one secretary | r e l e v a n t p r o v i s i o n s u n d e r t h e |
and several other members. The chairman | Constitution of the Communist Party of |
of the Board and secretary of the Party | China and with approval of higher-level |
Committee shall, in principle, be assumed | Party organizations, the Company has |
by the same person, and a deputy secretary | established the Committee of the |
shall be designated to be responsible for the | Communist Party of Poly Culture |
Party construction works of the Company. | Group Corporation Limited. Meanwhile, |
Eligible members of the Party Committee | the Company has also established the |
are allowed to join the Board, the board of | Commission for Discipline Inspection of |
supervisors and senior management through | the Communist Party in accordance with |
legal procedures. Eligible members in the | the relevant provisions. |
Board, the board of supervisors and senior | |
management are allowed to join the Party | |
Committee in accordance with relevant | |
provisions and procedures. Meanwhile, the | |
Commission for Discipline Inspection shall | |
be established in accordance with | |
provisions. The Party Committee of the | |
Company shall discharge its duties in | |
accordance with the provisions under the | |
Constitution of the Communist Party of | |
China and the Working Rules of the Party | |
Group of the Communist Party of China: | |
( 1 ) G u a r a n t e e a n d s u p e r v i s e t h e | |
implementation of policies and guidelines | |
of the Party and the State in the Company, | |
and implement major strategic decisions of | |
the Central Committee of the Party and the |
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No. | Original Provisions | Amended Provisions |
State Council, as well as make deployment for the relevant material works of the Party committee of the SASAC and the higher- level Party organizations;
- Insist on the integration of the principle that the Party manages the officials with the function of the Board of Directors in the lawful selection of the management and with the lawful exercise of authority of appointment, promotion and demotion of personnel by the management. The Party Committee shall consider and propose opinions and suggestions on the candidates as nominated by the Board or the general manager, or nominate candidates to the Board or the general manager; and, together with the Board, conduct investigations on the candidates to be appointed and collectively research to raise opinions and suggestions;
- Study and discuss reform, development and stability of the Company, material operation and management issues and material issues concerning employees' immediate interests, and propose opinions and suggestions thereon;
- Assume the primary responsibility to run the Party comprehensively with strict disciplines, lead the Company's ideological and political work, the United Front work, the cultural and ethical progress, corporate culture cultivation as well as the work of groups such as the Labor Union of the Company and the Communist Youth League, lead the construction of the Party's working style and its clean and honest administration, and support the Commission for Discipline Inspection in earnestly performing its supervisory responsibilities.
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No. | Original Provisions | Amended Provisions | |||||||
5 | (Not applicable. The article in the right | Article 166 | The Party Committee of the | ||||||
column is newly added) | Company shall be elected from the Party | ||||||||
m e m b e r c o n g r e s s o r t h e P a r t y | |||||||||
representative congress; each term of | |||||||||
office is generally five (5) years. Regular | |||||||||
re-election shall be conducted upon the | |||||||||
expiration of its term of office. Each term | |||||||||
of office of Commission for Discipline | |||||||||
Inspection of the Party shall be the same | |||||||||
as the Party Committee. | |||||||||
The Party Committee of the Company | |||||||||
generally consists of 5 to 9 members. | |||||||||
There should be 1 party secretary, and 1- | |||||||||
2 deputy party secretaries. | |||||||||
6 | (Not applicable. The article in the right | Article 167 | The Party Committee of the | ||||||
column is newly added) | Company | shall | perform | the | core | ||||
leadership | functions, controlling the | ||||||||
directions, | managing | the | overall | ||||||
s i t u a t i o n a n d e n s u r i n g t h e | |||||||||
implementation, | discuss | and | make | ||||||
decisions on significant matters of the | |||||||||
Company in accordance with the | |||||||||
regulations. | Significant | operating | |||||||
management matters shall go through | |||||||||
investigation and discussion by the | |||||||||
Party Committee before decisions are | |||||||||
made by the Board of Directors or | |||||||||
management. | The | main | responsibilities | ||||||
are: | |||||||||
(1) Strengthen the Party's political | |||||||||
construction, | improve | the | political | ||||||
awareness, | enhance political | leading | |||||||
role, improve political ability and guard | |||||||||
against political risk of the Company, as | |||||||||
well as educate and guide all Party | |||||||||
members to resolutely safeguard the | |||||||||
position of the Party Central Committee | |||||||||
and the whole Party with Comrade Xi | |||||||||
Jinping as the core, resolutely upheld the | |||||||||
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No. | Original Provisions | Amended Provisions | ||||
authority and unified leadership of the | ||||||
Party Central Committee; | ||||||
(2) Study and implement Xi Jinping | ||||||
Thought on Socialism with Chinese | ||||||
Characteristics for a New Era, carry out | ||||||
the principles and policies of the Party | ||||||
and ensure that the major decisions and | ||||||
deployment of the Party Central | ||||||
Committee and the resolutions of | ||||||
higher-level Party organizations are | ||||||
implemented in the Company, as well as | ||||||
promote the Company to undertake its | ||||||
responsibility and mission, focus on the | ||||||
main responsibilities | and | principal | ||||
businesses and serve the material | ||||||
strategies | of the country to | fully fulfill | ||||
e c o n o m i c , p o l i t i c a l a n d s o c i a l | ||||||
responsibilities; | ||||||
(3) Consider and discuss the major | ||||||
operational and management issues of | ||||||
t h e C o m p a n y , a n d s u p p o r t t h e | ||||||
shareholders ' general meeting, the | ||||||
Board, the Supervisory Committee and | ||||||
the management in performing their | ||||||
duties in accordance with laws; | ||||||
(4) Strengthen the leadership and gate | ||||||
keeping role in the selection and | ||||||
appointment of personnel of the | ||||||
Company and enhance the building of | ||||||
the leading team and talents team of | ||||||
management; | ||||||
(5) Assume the primary responsibility of | ||||||
the Company to govern the Party | ||||||
comprehensively with | strict | discipline, | ||||
support | the | discipline | inspection | |||
institutions to fulfil its supervisory | ||||||
responsibility | and promote | Party self- | ||||
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No. | Original Provisions | Amended Provisions | |||||
governance exercised fully and with rigor | |||||||
into the grassroots level; | |||||||
(6) Strengthen the construction of | |||||||
working style of the Party in the | |||||||
Company, strictly implement the spirit | |||||||
of the eight-point frugality code issued by | |||||||
the | Party | Central Committee | and | ||||
r e s o l u t e l y c o m b a t f o r m a l i s m , | |||||||
b u r e a u c r a c y , h e d o n i s m a n d | |||||||
extravagance, | especially the | formalism | |||||
and bureaucracy; | |||||||
(7) Strengthen the building of grassroots | |||||||
Party organisation and Party member | |||||||
team, and unite and lead officials and | |||||||
employees to devote themselves into the | |||||||
reform and development of the | |||||||
Company; | |||||||
(8) Lead the ideological and political | |||||||
work, the spirit and civilization | |||||||
construction and the united front work | |||||||
of the Company, as well as lead mass | |||||||
organisations such as the Labour Union | |||||||
and Communist Youth League of the | |||||||
Company. | |||||||
7 | (Not applicable. The article in the right | Article 168 By insisting on and improving | |||||
column is newly added) | the leadership mechanism of "Dual Entry | ||||||
and | Cross | Appointment", | eligible | ||||
members of the Party Committee may | |||||||
take seats in the Board of Directors, the | |||||||
Supervisory | Committee | and | the | ||||
m a n a g e m e n t t h r o u g h s t a t u t o r y | |||||||
procedures, while eligible members of | |||||||
the Board of Directors, the Supervisory | |||||||
Committee and the management who are | |||||||
also Party members may take seats in the | |||||||
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No. | Original Provisions | Amended Provisions |
Party Committee in accordance with related regulations and procedures.
Secretary of the Party Committee and chairman of the Board of Directors are held by one (1) person in general. A deputy secretary shall be designated to be responsible for the Party building works for the Party Committee. The designated deputy secretary shall be served as a member of the Board of Directors, rather than a management member.
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Poly Culture Group Corporation Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 13:53:08 UTC