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(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6030)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board hereby announces that relevant resolution has been passed at a meeting of the Board held on 18 March 2021 in relation to the proposed amendments to certain articles in the Articles of Association. The proposed amendments to the Articles of Association are subject to the approval by the Shareholders at the Shareholders' general meeting of the Company by way of a special resolution.
A circular of the Company containing detailed information of the above-mentioned amendments to the Articles of Association will be dispatched to the Shareholders in due course.
The board of directors (the "Board") of CITIC Securities Company Limited (the "Company") hereby announces that, in accordance with the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) ( ʕପᙣϞΆุਿᄴଡ଼ᔌʈЪૢԷ (༊Б)') and other relevant requirements, and after taking into consideration of the actual situation of the Company, the Company proposed to amend certain articles in the existing articles of association of the Company (the "Articles of Association").
The Board has approved the proposed amendments to certain articles in the Articles of Association at a meeting held on 18 March 2021. Detailed information of the proposed amendments is as follows:
I.
Comparative Table of the Proposed Amendments to the Articles of Association
Original Articles | New Articles | Basis for the Amendments | ||
Article No. | Article | Article No. | Article | |
Article 10 | In accordance with the relevant provisions of the Constitution of the Communist Party of China and the Company Law, organizations of the Communist Party of China shall be established. The Party Committee shall play the leadership role, setting the direction, keeping in mind the big picture and ensuring the implementation of the Party policies and principles. The working organs of the Party shall be established with sufficient staff to deal with Party affairs and sufficient funds to operate the Party organization. | Article 10 | In accordance with the requirements of the Constitution of the Communist Party of China, the Company Law, the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trialimplementation),andother regulatory documents, organizations of the Communist Party of China shall be established to uphold and strengthen the Party's overall leadership and give play to the leading role of the Party Committeeinsettingthedirection, keeping in mind the big picture and ensuring the implementation of the Party policies and principles. The working organs of the Party shall be established with sufficient staff to deal with Party affairs and sufficient funds to operate the Party organization. | the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) |
Original Articles | New Articles | Basis for the Amendments | ||
Article No. | Article | Article No. | Article | |
Article 68 | The Committee of the Communist Party of the CITIC Securities Company Limited (the "Party Committee") shall be established by the Company. The Party Committee shall consist of one secretary, one to two deputy secretaries, and several other members. The chairman of the Board of Directors and the secretary of the Party Committee shall be the same person, and one deputy secretary shall be designated to assist the secretary in carrying out Party-building work. Eligible members of the Party Committee can join the Board of Directors, the Supervisory Committee and the Executive Committee through legal procedures, while eligible members of the Board of Directors, Supervisory Committee and the Executive Committee can also join the Party Committee in accordance with relevant rules and procedures. Meanwhile, the commissions for discipline inspection of the Communist Party of the CITIC Securities Company Limited (the "Party Discipline Inspection Commissions ") shall be established by the Company in accordance with relevant requirements. | Article 68 | The Committee of the Communist Party of the CITIC Securities Company Limited (the "Party Committee of the Company") shall be established by the Company. The Party Committee of the Company shall consist of one secretary, one to two deputy secretaries, and several other members. The secretary to the Communist Party Committee and the Chairman shall be the same person, and one deputy secretary shall be designated to assist the secretary in carrying out Party-building work. Eligible members of the Party Committee can join the Board of Directors, the Supervisory Committee and the Executive Committee through legal procedures, while eligible members of the Board of Directors, Supervisory Committee and the Executive Committee can also join the Party Committee in accordance with relevant rules and procedures. Meanwhile, the commissions for discipline inspection of the Communist Party of the CITIC Securities Company Limited shall be established by the Company in accordance with relevant requirements. | the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) |
Original Articles | New Articles | Basis for the Amendments | ||
Article No. | Article | Article No. | Article | |
Article 69 | The Party Committee of the Company shall perform the duties in accordance with the Constitution of the Communist Party of China, the Working Rules for the Party Group of the Communist Party of China, the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) and other internal laws and regulations of the Party. (1) ensure and supervise the Company's implementation of policies and guidelines of the Party and the State, and implement decisionsmajorofthestrategic Central Committee of the Party and the State Council, as well as important work arrangements ofhigher-levelPartyorganizations. (2) strengthen its leadership and gate keeping role in the management of the process
evaluation, recommendation and supervision, uphold 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. | Article 69 | The Party Committee of the Company shall perform the duties in accordance with the Constitution of the Communist Party of China, the Working Rules for the Party Group of the Communist Party of China, the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) and other internal laws and regulations of the Party. (1) enhancethepoliticalbuilding of the Party in theCompany,adheretoandimplement the fundamental system, basic system and important system of socialism with Chinese characteristics, as well as educate and guide all Party members to closely align with the Party Central Committee with Comrade Xi Jinping at its core in terms of the political stance, direction, principles and path; (2) thoroughlystudyandimplement Xi Jinping Thought on Socialism with Chinesecharacteristicsforanewera, learn and propagate theParty'stheory,thoroughlyimplement the Party's line, principles and policies, as well as supervise and guarantee the implementation of major strategy deployments of the Party Central Committee and the resolutions of the Party organisation at higher levels in the Company; | the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) |
Original Articles | New Articles | Basis for the Amendments | ||
Article No. | Article | Article No. | Article | |
(3) discuss and decide thereform,developmentandstability of the Company, major operational and managementissuesandmajorissuesconcerning employee interests in accordance with the relevant requirements, and put forth comments and suggestions. Support the General Meeting of Shareholders, the Board of Directors, the Supervisory Committee and the Executive Committee in performing their duties in accordance with law and support the employee representatives general meeting in carrying out its work. (4) assumetheprimaryresponsibility to run the Party comprehensively with strict discipline, 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 labour union and the Communist Youth League, lead the building of the Party's working style and its clean and honest administration, and support the Party Discipline Inspection Commissions in earnestly performing its supervisory responsibilities. | (3) investigate and discussthesignificantoperationand management matters ofthe Companyandsupportthe MeetingGeneral ofShareholders, the Board ofDirectors,theSupervisoryCommittee and the management to exercise their rights andperformtheirdutiesinaccordance with the laws; (4) strengthen the leadership and gatekeeping role in theprocessofselectionandappointment of personnel of the Company, and the building of the leading team, cadre and talents team of the Company; (5) undertakethemainresponsibility of improving Party conduct and upholding integrity, lead and support discipline inspection committee to fulfil its supervisory and disciplining responsibilities as well as exercise strict administrative discipline and political rules, to promote Party self-governance in every aspect and with rigor into the primary-level; (6) strengthen the building of primary-level Party organisations and of its contingent of Party members, and unite and lead employees company-widetodevotethemselves into the reform and development of the Company; | |||
Original Articles | New Articles | Basis for the Amendments | ||
Article No. | Article | Article No. | Article | |
(5) strengthen the building of the Company's grassroots Party organizations and of its contingent of Party members, give full play to the role of Party branches as strongholds and to the role of Party members as pioneers and fine examples, and unite and lead officials and employees company-widetodevotethemselves into the reform and development of the Company. (6) other material matters that fall within the duty of the Party Committee. | (7) leadtheCompany'sideological and political work, the spirit and civilization progress, the United Front work and lead the Labour Union, CommunistYouthLeague,Women's Organisation and other mass organizations of the Company. | |||
Article 180 | The opinions of the Party Committee shall be heard before the Board of Directors decides on material issues of the Company. | Article 180 | Theinvestigationdiscussionoftheand Party Committee of the Company on the major issues shall be a prerequisite procedure for any decision-making by the Board of Directors and the Executive Committee on such issues. The opinions of the Party Committee shall be heard before the Board of Directors decides on material issues of the Company. | the Working Rules of Primary-level Party Organizations of State-owned Enterprises (for trial implementation) |
The proposed amendments to the Articles of Association are subject to the approval by the shareholders of the Company (the "Shareholders") at the Shareholders' general meeting of the
Company by way of a special resolution.
A circular of the Company containing detailed information of the above- mentioned amendments to the Articles of Association will be dispatched to the Shareholders in due course.
By order of the Board CITIC Securities Company Limited
ZHANG Youjun
Chairman
Beijing, the PRC
18 March 2021
As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Youjun and Mr. YANG Minghui; the non-executive director is Mr. WANG Shuhui; and the independent non-executive directors are Mr. LIU Ke, Mr. HE Jia and Mr. ZHOU Zhonghui.