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.
*
Chongqing Rural Commercial Bank Co., Ltd.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3618)
ANNOUNCEMENT
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In accordance with relevant requirements of the Reply of the State Council on the Adjustment of the Notice Period of Convening the General Meeting and Other Matters Applicable to the Overseas Listed Companies 《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》), the Guidance for the Articles of Association of Listed Companies 《( 上市公司章程指引》) issued by China Securities Regulatory Commission, the Opinions on Strengthening the Construction of the General Counsel System of Municipal State-owned Enterprises 《( 關於加強市屬國有企業總法律顧問 制度建設的意見》) and the Guidelines on the Articles of Association of Chongqing Municipal State- owned Enterprises 《( 重慶市市屬國有企業章程指引》) issued by Chongqing State-owned Assets Supervision and Administration Commission (重慶市國有資產監督管理委員會), and relevant laws, provisions and regulatory documents, the board of directors (the "Board") of Chongqing Rural Commercial Bank Co., Ltd. 重慶農村商業銀行股份有限公司* (the "Bank") proposed to make certain amendments to the relevant provisions of articles of association (the "Articles of Association") of the Bank (the "Proposed Amendments"). Details of the Proposed Amendments are set out in Appendix I to this announcement.
The Proposed Amendments have been considered and approved by the Board and will be submitted to the shareholders of the Bank (the "Shareholders") for their consideration and approval. Besides, the Board will propose the general meeting to authorize the Board, and the Board will delegate the Chairman of the Board to further supplement or revise the content of the Proposed Amendments in accordance with the feedback from the regulatory authorities.
The Proposed Amendments will be subject to the approval of the Shareholders at a general meeting to be held in due course and submitted to the regulatory authority of the banking industry of the PRC for approval. The Articles of Association after the Proposed Amendments shall be effective upon the date
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of approval by the regulatory authority of the banking industry of the PRC. A circular containing, among others, details of the Proposed Amendments and the notice convening the general meeting will be despatched to the Shareholders in due course.
For and on behalf of the Board
Chongqing Rural Commercial Bank Co., Ltd.*
重慶農村商業銀行股份有限公司*
Liu Jianzhong
Chairman and Executive Director
Chongqing, the PRC,
6 December 2019
As at the date of this announcement, the executive directors of the Bank are Mr. Liu Jianzhong, Mr. Xie Wenhui and Mr. Zhang Peizong; the non-executive directors of the Bank are Mr. Zhang Peng, Ms. Chen Xiaoyan, Mr. Luo Yuxing and Mr. Wen Honghai; and the independent non-executive directors of the Bank are Mr. Yuan Zengting, Mr. Cao Guohua, Mr. Song Qinghua, Mr. Zhang Qiaoyun and Mr. Lee Ming Hau.
- The Bank holds a financial licence number B0335H250000001 approved by the regulatory authority of the banking industry of the PRC and was authorised by the Administration for Market Regulation of Chongqing to obtain a corporate legal person business licence with a unified social credit code 91500000676129728J. The Bank is not an authorised institution in accordance with the Hong Kong Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in Hong Kong.
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Appendix I Explanation Table of the
Proposed Amendments to the Articles of Association
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
1. | Article 1 | The Articles of Association are formulated in accordance with | The Articles of Association are formulated in accordance with | Amendments are made in |
the "Company Law of the People's Republic of China" | the "Company Law of the People's Republic of China" | accordance with Article 12 of | ||
(hereinafter referred to as the "Company Law"), the "Securities | (hereinafter referred to as the "Company Law"), the "Securities | the Supervision Law and | ||
Law of the People's Republic of China" (hereinafter referred to | Law of the People's Republic of China" (hereinafter referred to | Article 4 of the Guidelines on | ||
as the "Securities Law"), the "Law of the People's Republic of | as the "Securities Law"), the "Law of the People's Republic of | the Articles of Association of | ||
China on Commercial Banks" (hereinafter referred to as the | China on Commercial Banks" (hereinafter referred to as the | Chongqing Municipal State- | ||
"Commercial Bank Law"), the "Special Regulations of the | "Commercial Bank Law"), the "Supervision Law of the | owned Enterprises (Yu Guo | ||
State Council on the Overseas Offering and Listing of Shares | People's Republic of China" (hereinafter referred to as the | Zi Dang Fa [2019] No. 11) | ||
by Joint Stock Limited Companies", the "Essential Terms of | "Supervision Law"),the "Special Regulations of the State | 《( 重慶市市屬國有企業章程指 | ||
Articles of Association for Companies Listed Overseas", the | Council on the Overseas Offering and Listing of Shares by | 引》(渝國資黨發[2019]11 | ||
"Guidance for the Articles of Association of Listed | Joint Stock Limited Companies", the "Essential Terms of | 號)). | ||
Companies", relevant requirements of the Communist Party of | Articles of Association for Companies Listed Overseas", the | |||
China (hereinafter referred to as the "CPC") and other relevant | "Guidance for the Articles of Association of Listed | |||
laws and regulations, with an aim to protect the legitimate | Companies", relevant requirements of the Communist Party of | |||
rights and interests of Chongqing Rural Commercial Bank Co., | China (hereinafter referred to as the "CPC") and other relevant | |||
Ltd. (hereinafter referred to as the "Bank"), and its | laws and regulations, with an aim to protect the legitimate | |||
shareholders and creditors, and to standardize the organization | rights and interests of Chongqing Rural Commercial Bank Co., | |||
and activities of the Bank, as well as to preserve and increase | Ltd. (hereinafter referred to as the "Bank"), and its | |||
the value of state-owned assets. | shareholders and creditors, and to standardize the organization | |||
and activities of the Bank, as well as to preserve and increase | ||||
the value of state-owned assets. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
In accordance with the Company Law and the "Constitution of | In accordance with the Company Law, the Supervision Law | |||
the Communist Party of China", the Bank shall establish a | and the "Constitution of the Communist Party of China", the | |||
committee for the Communist Party of China and a discipline | Bank shall establish a committee for the Communist Party of | |||
inspection committee to carry out CPC activities. Party | China and a discipline inspection committee to carry out CPC | |||
organization is an organic composition of the corporate | activities, and the Chongqing Municipal Commission for | |||
governance structure of the Bank. The Bank insists on | Discipline Inspection in association with the Chongqing | |||
simultaneous planning of Party construction and production | Municipal Supervisory Commission shall dispatch a discipline | |||
operations, simultaneous establishment of party organizations | inspection and supervision team to the Bank to carry out | |||
and working organs, simultaneous allocation of person-in | supervision, accountability, investigation and process. Party | |||
charge of the Party organization and staff for Party affairs as | organization is an organic composition of the corporate | |||
well as simultaneous proceeding of work, so as to make clear | governance structure of the Bank, and plays a leading role. | |||
the duties and manner of work of the Party organization in | The Bank adheres to the integration of the works on | |||
respect of decision-making, implementation and supervision, to | strengthening the Party's leadership enhancement and corporate | |||
allow docking between mechanisms, between systems, between | governance improvement, so as to build a modern state-owned | |||
regimes and between work, and to promote the Party | enterprise system with Chinese characteristics. The Bank insists | |||
organization to play a leading role in an organized, | on simultaneous planning of Party construction and production | |||
institutionalized and concrete way. | operationsenterprise reform, simultaneous establishment of | |||
party organizations and working organs, simultaneous allocation | ||||
of person-in charge of the Party organization and staff for | ||||
Party affairs as well as simultaneous proceeding of workParty | ||||
construction, so as to make clear the duties and manner of | ||||
work of the Party organization in respect of decision-making, | ||||
implementation and supervision, to allow docking between | ||||
mechanisms, between systems, between regimes and between | ||||
work, and to promote the Party organization to play a leading | ||||
role in an organized, institutionalized and concrete way. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
2. | Article 9 | The Articles of Association shall be binding on the Bank, its | The Articles of Association shall be binding on the Bank, its | Amendments are made in |
shareholders, directors, supervisors, governors and other senior | shareholders, directors, supervisors, governors and other senior | accordance with Article 216 | ||
managers. All persons mentioned above may have the rights to | managers. All persons mentioned above may have the rights to | of the Company Law of the | ||
claim on the matters regarding the Bank pursuant to the | claim on the matters regarding the Bank pursuant to the | People's Republic of China | ||
Bank's Articles of Association. | Bank's Articles of Association. | 《( 中華人民共和國公司法》) | ||
(the "Company Law"), Article | ||||
The Articles of Association of the Bank may be used by the | The Articles of Association of the Bank may be used by the | 39 of the Corporate | ||
Bank's shareholders to institute legal proceedings against the | Bank's shareholders to institute legal proceedings against the | Governance Guidelines 《( 公司 | ||
Bank, or by the Banks against its shareholders, directors, | Bank, or by the Banks against its shareholders, directors, | 治理指引》) issued by China | ||
supervisors, governors and other senior managers, or by its | supervisors, governors and other senior managers, or by its | Banking and Insurance | ||
shareholders against other shareholders, or by its shareholders | shareholders against other shareholders, or by its shareholders | Regulatory Commission (中國 | ||
against directors, supervisors, governors and other senior | against directors, supervisors, governors and other senior | 銀行保險監督管理委員會) | ||
managers. | managers. | (the "CBIRC") and Article 5 | ||
of the Opinions of Chongqing | ||||
The other senior managers referred to in the Articles of the | The other senior managers referred to in the Articles of the | State-owned Assets | ||
Bank, are the deputy governors of the Bank, the secretary of | Bank, are the deputy governors of the Bank, the secretary of | Supervision and | ||
the Board, the heads of finance department, the heads of | the Board, the heads of finance department, the heads of | Administration Commission | ||
internal audit department, the heads of compliance department, | internal audit department, the heads of compliance department, | on Strengthening the | ||
heads of business department, and branch & sub-branch | heads of business department, and branch & sub-branch | Construction of the General | ||
presidents, as well as other senior managers recognized by | presidents, as well as other senior managers recognized by | Counsel System of Municipal | ||
banking regulatory agency. | banking regulatory agency. | State-owned Enterprises 《( 重 | ||
慶市國有資產監督管理委員會 | ||||
The senior managers referred to in the Articles of the Bank, | The senior managers referred to in the Articles of the Bank, | 關於加強市屬國有企業總法律 | ||
are the governor of the Bank and the other senior managers | are the governor of the Bank, the deputy governors, the | 顧問制度建設的意見》). | ||
defined in the preceding paragraph. Senior management of the | secretary of the Board, the person in charge of finance, and the | |||
Bank consists of the governor of the head office, the deputy | general counsel, etc.and the other senior managers defined in | |||
governors, the secretary of the Board, the person in charge of | the preceding paragraph. Senior management of the Bank | |||
finance, and other senior managers recognized by banking | consists of the governor of the head officeBank, the deputy | |||
regulatory agency. | governors, the secretary of the Board, the person in charge of | |||
finance, and other senior managers recognized by banking | ||||
regulatory agencyregulatory agency. | ||||
The legal proceedings referred to in the preceding paragraph | The legal proceedings referred to in the preceding paragraph | |||
shall include legal proceedings instituted in courts or the | shall include legal proceedings instituted in courts or the | |||
application to arbitration institutions for arbitration. | application to arbitration institutions for arbitration. | |||
The Bank's chairman, directors, governor, deputy governors, | ||||
secretary of the Board, person in charge of finance, and other | ||||
personnel whose qualifications for appointment need to be | ||||
reviewed by the regulatory authority of the banking industry of | ||||
the PRC and other regulatory authorities shall have the | ||||
qualifications prescribed by the regulatory authorities and be | ||||
approved or filed by them. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
3. | Article 33 | The Bank shall repurchase its shares outstanding in the | The Bank shall repurchase its shares outstanding in the | Amendments are made in |
following cases, after approval through procedures set forth by | following cases, after approval through procedures set forth by | accordance with Articles 23 | ||
the Bank's Articles of Association and approval by the national | the Bank's Articles of Association and approval by the national | and 25 of the Guidance for | ||
competent authority: | competent authority: | the Articles of Association of | ||
Listed Companies (2019). | ||||
(a) reducing the registered capital of the Bank; | (a) reducing the registered capital of the Bank; | |||
(b) merger with other companies which hold shares in the | (b) merger with other companies which hold shares in the | |||
Bank; | Bank; | |||
(c) rewarding its employees with shares; | (c) rewarding its employees with sharesgranting shares for its | |||
employee stock ownership plan or equity incentives; | ||||
(d) Shareholders requiring the Bank to repurchase their shares, | (d) Shareholders requiring the Bank to repurchase their shares, | |||
due to their dissatisfaction with merger and division resolutions | due to their dissatisfaction with merger and division resolutions | |||
made at the general meeting of shareholders; | made at the general meeting of shareholders; | |||
(e) other cases as permitted by laws and administrative | (e) using shares for conversion of convertible corporate bonds | |||
regulations. | issued by listed companies; | |||
(f) being deemed necessary by the Bank for the protection of | ||||
its corporate value and shareholders' interests; | ||||
(eg) other cases as permitted by laws and administrative | ||||
regulations. | ||||
The Bank shall not buy or sell its shares except in the above | The Bank shall not buy or sell its shares except in the above | |||
cases. | cases. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
Repurchase of the Bank's shares according to Paragraph (a) to | Repurchase of the Bank's shares according to Paragraphs (a) to | |||
(c), should be subject to the approval made at the general | (c)or (b), should be subject to the approval made at the | |||
meeting of shareholders. The shares to be repurchased by the | general meeting of shareholders. Repurchase of the Bank's | |||
Bank in accordance with Paragraph (a) shall, should be | shares according to Paragraphs (c), (e) or (f), in accordance | |||
cancelled within ten (10) days from the date of such | with the provisions of the Articles of Association or the | |||
repurchase, and those shares repurchased pursuant to Paragraph | authorization of the general meeting, should be subject to a | |||
(b) and (d), should be transferred or cancelled within six (6) | resolution of the Board meeting where more than two-thirds of | |||
months from the date of such repurchase. | the directors are present.The shares to be repurchased by the | |||
Bank in accordance with Paragraph (a) shall, should be | ||||
The shares repurchased by the Bank in accordance with the | cancelled within ten (10) days from the date of such | |||
provisions of Paragraph (c) shall not exceed 5% of the total | repurchase, and those shares repurchased pursuant to Paragraph | |||
shares issued by the Bank, and shall be transferred to its | (b) and (d), should be transferred or cancelled within six (6) | |||
employees within one (1) year. Such repurchase should be | months from the date of such repurchase. The shares | |||
made by the Bank using after-tax profits. | repurchased by the Bank in accordance with the provisions of | |||
Paragraph (c) shall not exceed 5% of the total shares issued by | ||||
the Bank, and shall be transferred to its employees within one | ||||
(1) year. Such repurchase should be made by the Bank using | ||||
after-taxprofits.In the case of Paragraphs (c), (e) or (f), the | ||||
total number of shares held by the Bank shall not exceed 10% | ||||
of the total issued shares of the Bank, and the shares | ||||
repurchased shall be transferred or cancelled within 3 years. | ||||
Where the securities regulatory authorities in the place where | ||||
the Bank's shares are listed impose other provisions on the | ||||
share repurchase, such provisions shall prevail. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
4. | Article 34 | As approved by the national competent authority, the Bank | As approved by the national competent authority, the Bank | Amendments are made in |
may repurchase its shares in one of the following ways: | may repurchase its shares in one of the following ways:in a | accordance with Article 24 of | ||
public and centralized manner, or other ways approved by the | the Guidance for the Articles | |||
laws and regulations and the CSRC. | of Association of Listed | |||
Companies (2019). | ||||
(a) an offer of repurchase of shares is made to all shareholders | (a) an offer of repurchase of shares is made to all shareholders | |||
based on the same proportion; | based on the same proportion; | |||
(b) repurchase through open transaction on stock exchange; | (b) repurchase through open transaction on stock exchange; | |||
(c) repurchase by agreement in the over-the-counter market; | (c) repurchase by agreement in the over-the-counter market; | |||
(d) other methods permitted by laws, administrative regulations | (d) other methods permitted by laws, administrative regulations | |||
and approved by securities regulatory department of the State | and approved by securities regulatory department of the State | |||
Council. | Council. | |||
Repurchase of the Bank's shares in the circumstances as | ||||
stipulated in Paragraphs (c), (e) and (f) of the first item of | ||||
Article 33 of the Articles of Association shall be carried out in | ||||
a public and centralized manner. | ||||
5 | Article 74 | The general meeting of shareholders in the Bank shall be held | The general meeting of shareholders in the Bank shall be held | Amendments are made in |
at the domicile of the Bank or other specific places. | at the domicile of the Bank or other specific places. | accordance with Article 44 of | ||
the Guidance for the Articles | ||||
The Bank shall set up a venue where the general meeting is | The Bankgeneral meetingshall set up a venue where the | of Association of Listed | ||
held in the form of on-the-spot meeting. The Bank shall | general meeting is held in the form of on-the-spot meeting. | Companies (2019). | ||
facilitate its shareholders to attend the meeting through the | The Bank shall facilitate its shareholders to attend the meeting | |||
safe, economical and convenient network or in other methods. | through the safe, economical and convenient network or in | |||
The shareholders shall be deemed present at the meeting, when | other methodsby means of on-linevoting. The shareholders | |||
participate in the meeting in the above-mentioned forms. | shall be deemed present at the meeting, when participate in the | |||
meeting in the above-mentioned forms. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
6 | Article 84 | A written notice regarding the general meeting of shareholders, | A written notice regarding the general meeting of shareholders, | Amendments are made in |
shall be issued to all registered shareholders forty-five (45) | shall be issued to all registered shareholders forty-five (45) | accordance with the Reply of | ||
days before the meeting, stating the matters to be considered | days before the meeting, stating the matters to be considered | the State Council on the | ||
and the date and place of the meeting. The shareholders | and the date and place of the meeting.In order to convene a | Adjustment of the Notice | ||
intending to attending the meeting, shall make an attendance | general meeting of the Bank, prior notice of twenty (20) | Period of Convening the | ||
reply in writing to the Bank twenty (20) days before the | business days shall be given for the purpose of an annual | General Meeting and Other | ||
meeting. | general meeting, and prior notice of ten (10) business days or | Matters Applicable to the | ||
fifteen (15) days (whichever is earlier) shall be given for the | Overseas Listed Companies | |||
purpose of an extraordinary general meeting.The shareholders | 《( 關於調整適用在境外上市公 | |||
intending to attending the meeting, shall make an attendance | 司召開股東大會通知期限等事 | |||
reply in writing to the Bank twenty (20) days before the | 項規定的批覆》) , Article 102 | |||
meeting. | of the Company Law and | |||
Code Provision E.1.3 of | ||||
Appendix 14 to the Rules | ||||
Governing the Listing of | ||||
Securities on The Stock | ||||
Exchange of Hong Kong | ||||
Limited (the "Listing Rules"). | ||||
7. | Article 86 | The Bank may calculate the number of the voting shares | The Bank may calculate the number of the voting shares | Amendments are made in |
represented by the shareholders intending to attend the | represented by the shareholders intending to attend the | accordance with the Reply of | ||
meeting, based on the written replies received twenty (20) days | meeting, based on the written replies received twenty (20) days | the State Council on the | ||
before the meeting. The Bank shall not convene the general | before the meeting. The Bank shall not convene the general | Adjustment of the Notice | ||
meeting of shareholders until such voting shares represented | meeting of shareholders until such voting shares represented | Period of Convening the | ||
reach more than 1/2 of the Bank's total voting shares. Where | reach more than 1/2 of the Bank's total voting shares. Where | General Meeting and Other | ||
such voting shares fail to reach the standard, the Bank shall, | such voting shares fail to reach the standard, the Bank shall, | Matters Applicable to the | ||
within five (5) days, issue a public notice to all the | within five (5) days, issue a public notice to all the | Overseas Listed Companies | ||
shareholders, stating the matters, the date and the place of the | shareholders, stating the matters, the date and the place of the | 《( 關於調整適用在境外上市公 | ||
meeting. After such public notice, the Bank may hold the | meeting. After such public notice, the Bank may hold the | 司召開股東大會通知期限等事 | ||
shareholders' general meeting. The relevant notice shall be | shareholders' general meeting. The relevant notice shall be | 項規定的批覆》). | ||
published in the newspapers meeting the relevant requirements. | published in the newspapers meeting the relevant requirements. | |||
In accordance with relevant regulations,the Bank may hold a | ||||
shareholders' general meeting after issuing a notice convening | ||||
such general meeting. The relevant notice shall be published in | ||||
the newspapers meeting the relevant requirements. | ||||
The EGM shall not decide or notify such matters not contained | The EGM shall not decide or notify such matters not contained | |||
in the notice concerned. | in the notice concerned. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
8. | Article 89 | A notice regarding the general meeting of shareholders, shall | A notice regarding the general meeting of shareholders, shall | Amendments are made in |
be delivered by a specific person or by prepaid mail, to all the | be delivered by a specific person or by prepaid mail, to all the | accordance with the Reply of | ||
shareholders (whether or not such shareholders have voting | shareholders (whether or not such shareholders have voting | the State Council on the | ||
rights). Any recipient's address shall be the address registered | rights). Any recipient's address shall be the address registered | Adjustment of the Notice | ||
in the register of shareholders. For holders of domestic shares, | in the register of shareholders. For holders of domestic shares, | Period of Convening the | ||
such notice may be also issued in the form of an | such notice may be also issued in the form of an | General Meeting and Other | ||
announcement. | announcement. | Matters Applicable to the | ||
Overseas Listed Companies | ||||
The announcement referred to in the preceding paragraph, | The announcement referred to in the preceding paragraph, | 《( 關於調整適用在境外上市公 | ||
should be released in one or more appropriate newspaper | should be released in one or more appropriate newspaper | 司召開股東大會通知期限等事 | ||
designated by the securities regulatory authority under the State | designated by the securities regulatory authority under the State | 項規定的批覆》, Article 102 | ||
Council, forty-five to fifty (45-50) days before the meeting. All | Council, twenty (20) business forty-fiveto fifty (45-50)days | of the Company Law and | ||
shareholders having domestic shares, shall be deemed to have | before the meeting for the purpose of an annual general | Code Provision E.1.3 of | ||
received such notice upon the publication of such notice. | meeting, and ten (10) business days or fifteen (15) days before | Appendix 14 to the Listing | ||
the meeting (whichever is earlier) for the purpose of an | Rules. | |||
extraordinary general meeting. All shareholders having | ||||
domestic shares, shall be deemed to have received such notice | ||||
upon the publication of such notice. | ||||
Under the premise of compliance with the relevant laws and | Under the premise of compliance with the relevant laws and | |||
regulations of the place where the Company's shares are listed, | regulations of the place where the Company's shares are listed, | |||
such notice may be also made to the shareholders having | such notice may be also made to the shareholders having | |||
overseas listed foreign shares, in other manners set forth in the | overseas listed foreign shares, in other manners set forth in the | |||
Articles of Association. | Articles of Association. |
- 10 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
9. | Article 139 | Where the Bank intends to hold a meeting of class shareholder, | Where the Bank intends to hold a meeting of class shareholder, | Amendments are made in |
it should forty-five (45) days before the meeting, issue a | it should forty-five(45) days before the meeting, the time limit | accordance with the Reply of | ||
written notice to all relevant shareholders in the register of the | for issuing a written notice shall be the same as that for | the State Council on the | ||
shareholders of the class, stating the matters to be considered, | issuing a written notice of the non-class shareholders' meeting | Adjustment of the Notice | ||
and the date and location of the meeting. The shareholders | to be held together with such class shareholders' meeting. issue | Period of Convening the | ||
intending to attend the meeting should, twenty (20) days before | a written noticeThe written notice shall be issuedto all | General Meeting and Other | ||
the meeting, make a written reply regarding the meeting to the | relevant shareholders in the register of the shareholders of the | Matters Applicable to the | ||
Bank. | class, stating the matters to be considered, and the date and | Overseas Listed Companies | ||
location of the meeting. The shareholders intending to attend | 《( 關於調整適用在境外上市公 | |||
the meeting should, twenty (20) days before the meeting, make | 司召開股東大會通知期限等事 | |||
a written reply regarding the meeting to the Bank. | 項規定的批覆》, Article 102 | |||
of the Company Law and | ||||
The Bank shall not hold such a meeting of class shareholders | The Bank shall not hold such a meeting of class shareholders | Code Provision E.1.3 of | ||
until the voting shares represented by such intending | until the voting shares represented by such intending | Appendix 14 to the Listing | ||
shareholders account for more than 1/2 of the total number of | shareholders account for more than 1/2 of the total number of | Rules. | ||
voting shares of that type at the meeting. If the quorum is not | voting shares of that type at the meeting. If the quorum is not | |||
reached, the Bank shall, within five (5) days before the | reached, the Bank shall, within five (5) days before the | |||
meeting, once again issue to all relevant shareholders a written | meeting, once again issue to all relevant shareholders a written | |||
notice, specifying the matters to be considered, and the date | notice, specifying the matters to be considered, and the date | |||
and location of the meeting. After making such a public notice | and location of the meeting. After making such a public notice | |||
again, the Bank may hold such class shareholder meeting. The | again, the Bank may hold such class shareholder meeting.In | |||
relevant notice shall be published on the newspapers meeting | accordance with relevant regulations, the Bank may hold a | |||
the relevant requirements. | class shareholders' meeting after issuing a notice convening | |||
such class shareholders' meeting.The relevant notice shall be | ||||
published on the newspapers meeting the relevant requirement.. |
- 11 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the | ||
Amendments | ||||||
10. | Article 143 | Directors shall be elected, dismissed or replaced at the | Directors shall be elected, dismissedor replaced at the | Amendments are made in | ||
shareholders' general meeting. The term of office shall be | shareholders' general meeting and may be dismissed by the | accordance with Article 96 of | ||||
three (3) years. Upon the expiry of the term, a director shall | shareholders' general meeting prior to the expiration of their | the Guidance for the Articles | ||||
be eligible for re-election and re-appointment. The office term | term of office. The term of office of a directorshall be three | of Association of Listed | ||||
of a re-elected and re-appointed director is effective upon | (3) years. Upon the expiry of the term, a director shall be | Companies (2019). | ||||
approval by the general meeting while the term of office of a | eligible for re-election and re-appointment. The office term of | |||||
new director is effective upon approval by the banking | a re-elected and re-appointed director is effective upon | |||||
regulatory agency until expiration of the term of the current | approval by the general meeting while the term of office of a | |||||
session of the Board of Directors. Shareholders shall not | new director is effective upon approval by the banking | |||||
remove a director without good reason in a general meeting | regulatory agency until expiration of the term of the current | |||||
prior to the expiration of his term. | session of the Board of Directors. Shareholders shall not | |||||
remove a director without good reason in a general meeting | ||||||
prior to the expiration of his term. | ||||||
The directorship position may be concurrently held by the | ||||||
governor or other senior managers, but the total number of | ||||||
directors concurrently serving as the governor or other senior | ||||||
managers shall not exceed 1/2 of the total number of directors | ||||||
of the Bank. | ||||||
Director elected by the general meeting to fill a casual vacancy | Director elected by the general meeting to fill a casual vacancy | |||||
or as an addition to the Board, shall hold office only until the | or as an addition to the Board, shall hold office only until the | |||||
expiration of the term of the current session of the Board of | expiration of the term of the current session of the Board of | |||||
Directors of the Bank, and shall then be eligible for re- | Directors of the Bank, and shall then be eligible for re- | |||||
election. | election. | |||||
The period during which a written notice given to the Bank of | The period during which a written notice given to the Bank of | |||||
the intention to propose a person for election as a director and | the intention to propose a person for election as a director and | |||||
a written notice by that person of his willingness to be elected | a written notice by that person of his willingness to be elected | |||||
are to be given to the Bank shall be at least 7 days prior to | are to be given to the Bank shall be at least 7 days prior to | |||||
the date of the shareholders' general meeting. | the date of the shareholders' general meeting. |
- 12 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
The period granted by the Bank for lodging the above notice | The period granted by the Bank for lodging the above notice | |||
and documents by the relevant candidate(s) and the relevant | and documents by the relevant candidate(s) and the relevant | |||
candidate(s) shall not be less than 7 days (such period shall | candidate(s) shall not be less than 7 days (such period shall | |||
commence from the date after the issue of the notice of the | commence from the date after the issue of the notice of the | |||
shareholders' general meeting). | shareholders' general meeting). | |||
Where not otherwise provided by relevant laws and | Where not otherwise provided by relevant laws and | |||
administrative rules, shareholders in general meeting shall have | administrative rules, shareholders in general meeting shall have | |||
power by ordinary resolution to remove any director (but | power by ordinary resolution to remove any director (but | |||
without prejudice to any claim for damages under any contract) | without prejudice to any claim for damages under any contract) | |||
before the expiration of his period of office. | before the expiration of his period of office. | |||
After the election of the directors which has been approved by | After the election of the directors which has been approved by | |||
banking regulatory agency, the Bank shall promptly sign the | banking regulatory agency, the Bank shall promptly sign the | |||
employment contract with elected directors, which may specify | employment contract with elected directors, which may specify | |||
the rights and obligations of the Bank and the directors, the | the rights and obligations of the Bank and the directors, the | |||
term of directors, liability assumed by directors in violation of | term of directors, liability assumed by directors in violation of | |||
laws and regulations as well as the Articles of Association, and | laws and regulations as well as the Articles of Association, and | |||
compensation for premature termination of the above contract | compensation for premature termination of the above contract | |||
by the Bank for any reason. | by the Bank for any reason. | |||
11. | Article 155 | Independent directors shall not serve as the directors of the | Independent directors shall not serve as the directors of the | Amendments are made in |
Bank under the following circumstances, apart from the | Bank under the following circumstances, apart from the | accordance with Rule 3.13 of | ||
conditions stated under Article 275 of the Articles of | conditions stated under Article 275 of the Articles of | the Listing Rules. | ||
Association: | Association: | |||
(a) he and his close relatives holding aggregate more than 1% | (a) he and his close relatives holding aggregate more than 1% | |||
of the shares or equity interest in the Bank; | of the shares or equity interest in the Bank; | |||
(b) he has acquired an interest in any securities of the Bank as | (b) he has acquired an interest in any securities of the Bank as | |||
a gift, or by means of other financial assistance, from the Bank | a gift, or by means of other financial assistance, from the Bank | |||
or a core connected person. However, with prejudice to item | or a core connected person. However, with prejudice to item | |||
(a) above, satisfying the regulatory authority of the place of | (a) above, satisfying the regulatory authority of the place of | |||
listing, prior to such appointment, that the candidate is | listing, prior to such appointment, that the candidate is | |||
independent, independence will not be affected if such director | independent, independence will not be affected if such director | |||
receives shares or interests in securities from the Bank or its | receives shares or interests in securities from the Bank or its | |||
subsidiaries (but not from core connected persons) as part of | subsidiaries (but not from core connected persons) as part of | |||
his director's fee and pursuant to share option schemes | his director's fee and pursuant to share option schemes | |||
established in accordance with Chapter 17 of the Listing Rules | established in accordance with Chapter 17 of the Listing Rules | |||
of Hong Kong; | of Hong Kong; |
- 13 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(c) he or his close relatives working for one shareholder | (c) he or his close relatives working for one shareholder | |||
institution holding more than 1% of the shares or equity | institution holding more than 1% of the shares or equity | |||
interest in the Bank; | interest in the Bank; | |||
(d) he or his close relatives working for the Bank or one | (d) he or his close relatives working for the Bank or one | |||
institution controlled or actually controlled by the Bank; | institution controlled or actually controlled by the Bank; | |||
(e) he or his close relatives working for one institution unable | (e) he or his close relatives working for one institution unable | |||
to repay the loans of the Bank; | to repay the loans of the Bank; | |||
(f) he or his close relatives working for one institution having | (f) he or his close relatives working for one institution having | |||
business relation or credit and debt interest with the Bank in | business relation or credit and debt interest with the Bank in | |||
such aspects as law, accounting, auditing, management, | such aspects as law, accounting, auditing, management, | |||
consulting and guarantee cooperation, thus resulting in | consulting and guarantee cooperation, thus resulting in | |||
interference of their independence in the performance of their | interference of their independence in the performance of their | |||
duties; | duties; | |||
(g) such independent director is a director, partner or principal | (g) such independent director is or wasa director, partner or | |||
of a professional adviser which currently provides or has | principal of a professional adviser which currently provides or | |||
within one year immediately prior to the date of his proposed | has within one yeartwo yearsimmediately prior to the date of | |||
appointment provided services, or is an employee of such | his proposed appointment provided services, or is or wasan | |||
professional adviser who is or has been involved in providing | employee of such professional adviser who is or has been | |||
such services during the same period, to: | involved in providing such services during the same period, to: | |||
(A) the Bank, its holding company or any of their respective | (A) the Bank, its holding company or any of their respective | |||
subsidiaries or core connected persons; or | subsidiaries or core connected persons; or | |||
(B) any person who was a controlling shareholder or any | (B) any person who was a controlling shareholder or any | |||
person who was a senior manager or a director (other than an | person who was a senior managerthe governoror a director | |||
independent director), of the Bank within one year immediately | (other than an independent director), of the Bank within one | |||
prior to the date of the proposed appointment, or any of their | yeartwo yearsimmediately prior to the date of the proposed | |||
close associates; | appointment, or any of their close associates; | |||
(h) he or his close relatives may be controlled or impacted by | (h) he or his close relatives may be controlled or impacted by | |||
the Bank's substantial shareholder and senior managers, thus | the Bank's substantial shareholder and senior managers, thus | |||
resulting in interference of their independence in the | resulting in interference of their independence in the | |||
performance of their duties; | performance of their duties; |
- 14 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(i) such independent director has a material interest in any | (i) such independent director has or hada material interest in | |||
principal business activity of or is involved in any material | any principal business activity of or is or wasinvolved in any | |||
business dealings with the Bank, its holding company or their | material business dealings with the Bank, its holding company | |||
respective subsidiaries or with any core connected persons of | or their respective subsidiaries or with any core connected | |||
the Bank; | persons of the Bank, within one year immediately prior to the | |||
date of the proposed appointment; | ||||
(j) such independent director is on the board specifically to | (j) such independent director is on the board specifically to | |||
protect the interests of an entity whose interests are not the | protect the interests of an entity whose interests are not the | |||
same as those of the shareholders as a whole; | same as those of the shareholders as a whole; | |||
(k) such independent director is or was connected with a | (k) such independent director is or was connected with a | |||
director, a senior management or a substantial shareholder of | director, a senior managementthe governoror a substantial | |||
the Bank within two years immediately prior to the date of his | shareholder of the Bank within two years immediately prior to | |||
proposed appointment; | the date of his proposed appointment; | |||
(l) such independent director is, or has at any time during the | (l) such independent director is, or has at any time during the | |||
two years immediately prior to the date of his proposed | two years immediately prior to the date of his proposed | |||
appointment been, an executive or director (other than an | appointment been, an executive or director (other than an | |||
independent director) of the Bank, of its holding company or | independent director) of the Bank, of its holding company or | |||
of any of their respective subsidiaries or of any core connected | of any of their respective subsidiaries or of any core connected | |||
persons of the Bank. An "executive" includes any person who | persons of the Bank. An "executive" includes any person who | |||
has any management function in the company and any person | has any management function in the company and any person | |||
who acts as a company secretary of the company; | who acts as a company secretary of the company; | |||
(m) such independent director is financially dependent on the | (m) such independent director is financially dependent on the | |||
Bank, its holding company or any of their respective | Bank, its holding company or any of their respective | |||
subsidiaries or core connected persons of the Bank; | subsidiaries or core connected persons of the Bank; | |||
(n) the regulatory authority based on the substance over form | (n) the regulatory authority based on the substance over form | |||
principle, determines that the minimum regulatory requirements | principle, determines that the minimum regulatory requirements | |||
are not met for an independent director in terms of | are not met for an independent director in terms of | |||
independence. | independence. | |||
Close relatives mentioned in this Articles of Association, are | Close relatives mentioned in this Articles of Association, are | |||
spouses, parents, children, grandparents, maternal grandparents, | spouses, parents, children, grandparents, maternal grandparents, | |||
and brothers and sisters and grandchildren. | and brothers and sisters and grandchildren. | |||
Core connected persons, close associates mentioned in this | Core connected persons, close associates mentioned in this | |||
Articles of Association are those defined in the Hong Kong | Articles of Association are those defined in the Hong Kong | |||
Listing Rules. | Listing Rules. |
- 15 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the | |||
Amendments | |||||||
12. | Article 161 | Independent directors should make independent opinion to the | Independent directors should make independent opinion to the | Amendments are made in | |||
board of directors or the shareholders' general meeting in the | board of directors or the shareholders' general meeting in the | accordance with Article 21 of | |||||
Bank on the following important matters: | Bank on the following important matters: | the Guidelines on Independent | |||||
Directors and External | |||||||
(a) nomination, appointment and removal of directors; | (a) nomination, appointment and removal of directors; | Supervisors System of Joint | |||||
Stock Commercial Banks 《( | 股 | ||||||
(b) appointment or dismissal of directors or senior managers; | (b) appointment or dismissal of directors or senior managers; | 份制商業銀行獨立董事和外部 | |||||
監事制度指引》). | |||||||
(c) remuneration of directors and senior managers; | (c) remuneration of directors and senior managers; | ||||||
(d) profit allocation program; | (d) profit allocation program; | ||||||
(e) significant connected party transactions; | (e) significant connected party transactions; | ||||||
(f) specific measures and implementation situations of the | (f) specific measures and implementation situations of the | ||||||
Bank's support for "Three Rural"; | Bank's support for "Three Rural"; | ||||||
(g) appointment of external auditor; | (g) appointment of external auditor; | ||||||
(h) matters which may damage legal interests of depositors, | (h) matters which may damage legal interests of depositors, | ||||||
minority shareholders and other stakeholders; | minority shareholders and other stakeholders; | ||||||
(i) other matters prescribed by the laws and regulations. | (i) matters that may cause significant losses to the Bank; | ||||||
(ij) other matters prescribed by the laws and regulations and | |||||||
the Article of Association. |
- 16 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
13. | Article 169 | The Board shall be responsible for the general meeting of | The Board shall be responsible for the general meeting of | Amendments are made in |
shareholders, and shall exercise the following powers: | shareholders, and shall exercise the following powers: | accordance with Article 216 | ||
of the Company Law and | ||||
(a) to assume responsibility for convening the general meeting | (a) to assume responsibility for convening the general meeting | Article 39 of the Corporate | ||
of shareholders and make a report on work to the meeting; | of shareholders and make a report on work to the meeting; | Governance Guidelines issued | ||
by the CBIRC. | ||||
(b) to implement the resolutions adopted by the shareholders' | (b) to implement the resolutions adopted by the shareholders' | |||
general meeting; | general meeting; | |||
(c) to determine the Bank's business plan, development | (c) to determine the Bank's business plan, development | |||
strategy, and oversee and implement them; | strategy, and oversee and implement them; | |||
(d) to formulate the Bank's annual financial budget and final | (d) to formulate the Bank's annual financial budget and final | |||
accounts; | accounts; | |||
(e) to formulate the Bank's profit distribution program and loss | (e) to formulate the Bank's profit distribution program and loss | |||
recovery program; | recovery program; | |||
(f) to formulate the Bank's programs for increasing or | (f) to formulate the Bank's programs for increasing or | |||
decreasing its registered capital; | decreasing its registered capital; | |||
(g) to formulate the bond issuance or other securities listing | (g) to formulate the bond issuance or other securities listing | |||
plans; | plans; | |||
(h) to formulate the Bank's programs for the Bank's merger, | (h) to formulate the Bank's programs for the Bank's merger, | |||
division, dissolution or a change in its corporate form; | division, dissolution or a change in its corporate form; | |||
(i) to formulate the Bank's stock repurchase plan; | (i) to formulate the Bank's stock repurchase plan; | |||
(j) to determine such matters as the Bank's significant external | (j) to determine such matters as the Bank's significant external | |||
investment, significant merger & acquisitions, significant | investment, significant merger & acquisitions, significant | |||
acquisition of assets, assets disposal, significant assets | acquisition of assets, assets disposal, significant assets | |||
cancellation after verification and significant external guarantee | cancellation after verification and significant external guarantee | |||
within the authorization limits of the general meeting of | within the authorization limits of the general meeting of | |||
shareholders; | shareholders; | |||
(k) to decide the establishment and planning of the Bank's | (k) to decide the establishment and planning of the Bank's | |||
internal management departments and branches, as well as that | internal management departments and branches, as well as that | |||
of holding subsidiary; | of holding subsidiary; |
- 17 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(l) to appoint or dismiss the Bank's governor, and the board | (l) to appoint or dismiss the Bank's governor, and the board | |||
secretary; to appoint or dismiss the Bank's deputy governors | secretary; to appoint or dismiss the Bank's deputy governors | |||
and other senior managers according to the nomination by the | and other senior managers according to the nomination by the | |||
governor (except for the heads of business department, branch | governor (except for the heads of business department, branch | |||
and sub-branch presidents); to determine each chairman of each | and sub-branchpresidents); to determine each chairman of each | |||
special committee of the Board of directors and its members; | special committee of the Board of directors and its members; | |||
(m) to determine the remuneration as well as rewards and | (m) to determine the remuneration as well as rewards and | |||
punishment matters of the Bank's senior management; | punishment matters of the Bank's senior management; | |||
(n) to determine the risk-tolerance, risk management and | (n) to determine the risk-tolerance, risk management and | |||
internal controlling policies and basic management system of | internal controlling policies and basic management system of | |||
the Bank; | the Bank; | |||
(o) to formulate the proposal program for amending the Bank's | (o) to formulate the proposal program for amending the Bank's | |||
Articles of Association, the Rules and Procedures of the | Articles of Association, the Rules and Procedures of the | |||
General Meetings and the Rules and Procedures of the | General Meetings and the Rules and Procedures of the | |||
Meetings of the Board; | Meetings of the Board; | |||
(p) to determine and modify the working rules of the special | (p) to determine and modify the working rules of the special | |||
committees of the Board and relevant corporation governance | committees of the Board and relevant corporation governance | |||
system; | system; | |||
(q) to consider and approve entrust financing, donation, related | (q) to consider and approve entrust financing, donation, related | |||
party transaction and other relevant matters of the Bank; | party transaction and other relevant matters of the Bank; | |||
(r) to be responsible for the matters involving the Bank's | (r) to be responsible for the matters involving the Bank's | |||
information disclosure, and assume ultimate responsibility for | information disclosure, and assume ultimate responsibility for | |||
the completeness and accuracy of the Bank's accounting and | the completeness and accuracy of the Bank's accounting and | |||
financial report; | financial report; | |||
(s) to submit for the shareholders' general meeting's | (s) to submit for the shareholders' general meeting's | |||
appointment or replacement of an accounting firm to audit the | appointment or replacement of an accounting firm to audit the | |||
Bank's financial position; | Bank's financial position; | |||
(t) to review the work report by the Bank's governor to ensure | (t) to review the work report by the Bank's governor to ensure | |||
directors to obtain enough information timely on fulfilling their | directors to obtain enough information timely on fulfilling their | |||
duties, supervise and ensure that senior management can | duties, supervise and ensure that senior management can | |||
effectively fulfill their management responsibilities; | effectively fulfill their management responsibilities; |
- 18 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(u) to examine and approve the proposals by each special | (u) to examine and approve the proposals by each special | |||
committee of the Board of Directors; | committee of the Board of Directors; | |||
(v) to assess and enhance the Bank's corporation governance | (v) to assess and enhance the Bank's corporation governance | |||
regularly; | regularly; | |||
(w) to protect legal interests of depositors and other | (w) to protect legal interests of depositors and other | |||
stakeholders; | stakeholders; | |||
(x) to establish identification, examination and management | (x) to establish identification, examination and management | |||
mechanism for conflict of interest between the Bank and | mechanism for conflict of interest between the Bank and | |||
shareholders, in particular substantial shareholders; | shareholders, in particular substantial shareholders; | |||
(y) to determine green credit development strategies, examine | (y) to determine green credit development strategies, examine | |||
and approve the green credit objectives determined and the | and approve the green credit objectives determined and the | |||
green credit reports submitted by senior management, and | green credit reports submitted by senior management, and | |||
supervise and appraise the Bank's implementation of green | supervise and appraise the Bank's implementation of green | |||
credit development strategies; | credit development strategies; | |||
(z) in charge of cultivating the Bank's staff behavior | (z) in charge of cultivating the Bank's staff behavior | |||
management culture, examine and approve relevant systems of | management culture, examine and approve relevant systems of | |||
conduct rules of the Bank, supervise the implementation of | conduct rules of the Bank, supervise the implementation of | |||
staff behavior management of the Bank by senior management, | staff behavior management of the Bank by senior management, | |||
and undertake the ultimate responsibilities of the Bank's staff | and undertake the ultimate responsibilities of the Bank's staff | |||
behavior management; | behavior management; | |||
(aa) in charge of formulating the Bank's data strategy, examine | (aa) in charge of formulating the Bank's data strategy, examine | |||
and approve or authorize to examine and approve significant | and approve or authorize to examine and approve significant | |||
matters relating to data governance, supervise senior | matters relating to data governance, supervise senior | |||
management to enhance effectiveness of data governance, and | management to enhance effectiveness of data governance, and | |||
undertake the ultimate responsibilities of data governance; | undertake the ultimate responsibilities of data governance; | |||
(bb) other powers granted by laws, regulations or the Articles | (bb) other powers granted by laws, regulations or the Articles | |||
of Association of the Bank; and the general meeting of | of Association of the Bank; and the general meeting of | |||
shareholders. | shareholders. |
- 19 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
14. | Article 185 | The Board shall convene an interim meeting within ten (10) | The Board shall convene an interim meeting within ten (10) | Amendments are made in |
days, where any of the following situations occurs: | days, where any of the following situations occurs: | accordance with Article 35 of | ||
the Guidelines on the Articles | ||||
(a) when the chairman deems the convening necessary; | (a) when the Party committee proposes the convening; | of Association of Chongqing | ||
Municipal State-owned | ||||
(a)(b)when the chairman deems the convening necessary; | Enterprises (Yu Guo Zi Dang | |||
Fa [2019] No. 11) 《( 重慶市市 | ||||
(b) when more than 1/3 of the directors make a joint proposal | (b)(c)when more than 1/3 of the directors make a joint | 屬國有企業章程指引》(渝國資 | ||
for the convening; | proposal for the convening; | 黨發[2019]11 號)). | ||
(c) when the supervisory board makes a proposal for the | (c)(d)when the supervisory board makes a proposal for the | |||
convening; | convening; | |||
(d) when the governor proposes the convening; | (d)(e)when the governor proposes the convening; | |||
(e) when the shareholders representing more than 1/10 of the | (e)(f)when the shareholders representing more than 1/10 of the | |||
voting rights propose the convening; | voting rights propose the convening; | |||
(f) when more than 1/2 of the independent directors propose | (f)(g)when more than 1/2 of the independent directors propose | |||
the convening; | the convening; | |||
(g) when required by the regulatory department; | (g)(h)when required by the regulatory department; | |||
(i) when Chongqing Municipal SASAC proposes the | ||||
convening; | ||||
(h) other situations stipulated by laws, administrative | (h)(j)other situations stipulated by laws, administrative | |||
regulations, departmental rules or the Articles of Association. | regulations, departmental rules or the Articles of Association. | |||
15. | Article 186 | The Board may inform relevant persons of the holding of an | The Board may inform relevant persons of the holding of an | Amendments are made in |
interim meeting in the form of a written notice including direct | interim meeting in the form of a written notice including direct | accordance with Article 36 of | ||
delivery, e-mails or faxes and other methods; such notice shall | delivery, e-mails or faxes and other methods; such notice shall | the Guidelines on the Articles | ||
be delivered five (5) days before the holding of such meeting. | be delivered five (5) days before the holding of such meeting. | of Association of Chongqing | ||
In case of an emergency for which convening an extraordinary | Municipal State-owned | |||
meeting of the Board is required, a notice of the meeting may | Enterprises (Yu Guo Zi Dang | |||
be issued at any time by telephone or by facsimile or in oral | Fa [2019] No. 11) 《( 重慶市市 | |||
form. | 屬國有企業章程指引》(渝國資 | |||
黨發[2019]11 號)). |
- 20 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
16. | Article 195 | The board meeting should have meeting minutes, directors | The board meeting should have meeting minutes, directors | Amendments are made in |
present should sign their names on the minutes of the meeting. | present should sign their names on the minutes of the meeting. | accordance with Article 39 of | ||
Any director present at the meeting shall be entitled to request | Any director present at the meeting shall be entitled to request | the Guidelines on the Articles | ||
a recorder to make a descriptive record on his speech at the | a recorder to make a descriptive record on his speech at the | of Association of Chongqing | ||
meeting. The minutes of the board meeting shall be kept in | meeting. The minutes of the board meeting shall be kept in | Municipal State-owned | ||
accordance with the file management system of the Bank, with | accordance with the file management system of the Bank, with | Enterprises (Yu Guo Zi Dang | ||
the retention period of not less than 10 years. The Board shall | the retention period of not less than 10 years. The Board shall | Fa [2019] No. 11) 《( 重慶市市 | ||
make decisions for the above-mentioned matters. For those | make decisions for the above-mentioned matters. For those | 屬國有企業章程指引》(渝國資 | ||
within the scope of major issues involving decision-making of | within the scope of major issues involving decision-making of | 黨發[2019]11號)). | ||
the Party committee of the Bank, the Board shall take advice | the Party committee of the Bank, the Board shall take advice | |||
and suggestions from the Party committee of the Bank in | and suggestions from the Party committee of the Bank in | |||
advance. For those to be submitted to SASAC for approval or | advance. Those requiring pre-studyand discussion of the Party | |||
filing in accordance with relevant requirements, the Board shall | committee of the Bank shall be studied and discussed by the | |||
deliver the same in accordance with relevant requirements. | Party committee.For those to be submitted to SASAC for | |||
approval or filing in accordance with relevant requirements, the | ||||
Board shall deliver the same in accordance with relevant | ||||
requirements. |
- 21 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
17. | Article 201 | The board of directors establishes strategic development | The board of directors establishes strategic development | Amendments are made in |
committee, audit committee, risk management committee, | committee, audit committee, risk management committee, | accordance with Article 107 | ||
nomination committee, remuneration committee, related party | nomination committee, remuneration committee, related party | of the Guidance for the | ||
transaction supervision committee, sannong financial service | transaction supervision committee, sannong financial service | Articles of Association of | ||
committee and consumer rights and interests protection | committee and consumer rights and interests protection | Listed Companies (2019). | ||
committee. The Board may also set up other special | committee. The Board may also set up other special | |||
committees or adjust the existing committees based on its work | committees or adjust the existing committees based on its work | |||
needs. All special committees of the Board shall be responsible | needs. All special committees of the Board shall be responsible | |||
to the Board. | to the Board, and perform their duties in accordance with the | |||
Articles of Association and the authorization of the Board, and | ||||
their proposals shall be submitted to the Board for | ||||
consideration and decision. | ||||
The members of each special committee consist of directors. | The members of each special committee allconsist of | |||
The work rules and procedures of all special committees shall | directors. The work rules and procedures of all special | |||
be developed by the Board. | committees shall be developed by the Board.Among which, | |||
the independent directors are the majority and act as conveners | ||||
of the audit committee, nomination committee and | ||||
remuneration committee, and the convener of the audit | ||||
committee are accounting professionals. The Board is | ||||
responsible for the formulation of the working rules and | ||||
procedures of each special committee to regulate the operation | ||||
of the special committees. | ||||
The special committees provide professional opinions to the | ||||
Board or make decisions on professional matters as per the | The special committees provide professional opinions to the | |||
authorization of the Board. Each special committee should | Board or make decisions on professional matters as per the | |||
communicate regularly with the senior management and | authorization of the Board. Each special committee should | |||
principals of functional departments on the issues of operation | communicate regularly with the senior management and | |||
and risk status of the Bank, and put forward their opinions and | principals of functional departments on the issues of operation | |||
suggestions. Any relevant resolution of the Board should be | and risk status of the Bank, and put forward their opinions and | |||
first submitted to an appropriate special committee for | suggestions. Any relevant resolution of the Board should be | |||
consideration. Such special committee is responsible to present | first submitted to an appropriate special committee for | |||
opinions. Unless otherwise authorized by the Board under law, | consideration. Such special committee is responsible to present | |||
any special committee's review opinions shall not replace the | opinions. Unless otherwise authorized by the Board under law, | |||
voting results of the Board. | any special committee's review opinions shall not replace the | |||
voting results of the Board. |
- 22 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
18. | Article 216 | The governor responsibility system under the leadership of the | The governor responsibility system under the leadership of the | Amendments are made in |
Board is carried out in the Bank. The Bank sets up one | Board is carried out in the Bank. The Bank sets up one | accordance with Article 216 | ||
governor and several deputy governors, and if necessary other | governor and several deputy governors, and if necessary other | of the Company Law and | ||
senior managers to help the governor with work. | senior managers to help the governor with work. | Article 39 of the Corporate | ||
Governance Guidelines issued | ||||
The governor, deputy governors and other senior managers | The governor, deputy governors and other senior managers | by the CBIRC. | ||
(excluding the heads of business department, sub-branch and | (excluding the heads of business department, sub-branch and | |||
branch governors) shall be appointed or dismissed by the | branch governors)shall be appointed or dismissed by the | |||
Board, and their qualifications shall be approved by the | Board, and their qualifications shall be approved by the | |||
banking regulatory agency. | banking regulatory agency. | |||
19. | Article 217 | Any person who holds any position other than directorship in | Any person who holds any administrativeposition other than | Amendments are made in |
the Bank's controlling shareholders or actual controller's | directorship or as a supervisorin the Bank's controlling | accordance with Article 126 | ||
organization, shall not act as a senior manager of the Bank. | shareholders or actual controller's organization, shall not act as | of the Guidance for the | ||
a senior manager of the Bank. | Articles of Association of | |||
Listed Companies (2019). | ||||
20. | Article 220 | The governor shall be responsible to the Board and exercise | The governor shall be responsible to the Board and exercise | Amendments are made in |
the following powers: | the following powers: | accordance with Article 216 | ||
of the Company Law, Article | ||||
(a) to deal with the Bank's day-to-day administration, business | (a) to deal with the Bank's day-to-day administration, business | 39 of the Corporate | ||
and financial management work and report work to the Board; | and financial management work and report work to the Board; | Governance Guidelines issued | ||
by the CBIRC and Article 39 | ||||
(b) to organize and implement the resolutions of the Board, the | (b) to organize and implement the resolutions of the Board, the | of the Guidelines on the | ||
Bank's annual plan and investment program; | Bank's annual plan and investment program; | Articles of Association of | ||
Chongqing Municipal State- | ||||
(c) to develop the Bank's establishment program for internal | (c) to develop the Bank's establishment program for internal | owned Enterprises (Yu Guo | ||
management organs; | management organs; | Zi Dang Fa [2019] No. 11) | ||
《( 重慶市市屬國有企業章程指 | ||||
(d) to draw up the basic management system of the Bank; | (d) to draw up the basic management system of the Bank; | 引》(渝國資黨發[2019]11號)). | ||
(e) to formulate the specific rules and regulations of the Bank; | (e) to formulate the specific rules and regulations of the Bank; | |||
(f) to nominate individuals for appointment or dismissal of | (f) to nominate individuals for appointment or dismissal of | |||
deputy governors and other senior management who shall be | deputy governors and other senior management who shall be | |||
appointed or dismissed by the Board (other than the heads of | appointed or dismissed by the Board (other than the heads of | |||
business department, sub-branch and branch governors) and | business department, sub-branchand branch governors)and | |||
appoint or dismiss responsible persons for various functional | appoint or dismiss responsible persons for various functional | |||
departments and branch offices excluding those persons | departments and branch offices excluding those persons | |||
appointed or dismissed by the Board; | appointed or dismissed by the Board; |
- 23 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(g) to establish the governor accountability system, and | (g) to establish the governor accountability system, and | |||
evaluate the persons in charge of business departments, | evaluate the persons in charge of business departments, | |||
functional departments and branch offices; | functional departments and branch offices; | |||
(h) to authorize the members of the senior management, and | (h) to authorize the members of the senior management, and | |||
the responsible persons for internal functional departments and | the responsible persons for internal functional departments and | |||
branch offices, to become engaged in business activities; | branch offices, to become engaged in business activities; | |||
(i) to propose to convene an interim meeting; | (i) to propose to convene an interim meeting; | |||
(j) to determine the cancellation or merger of the Bank's | (j) to determine the cancellation or merger of the Bank's | |||
branch offices, to authorize or entrust presidents of branch | branch offices, to authorize or entrust presidents of branch | |||
banks (branches) to carry out normal business and management | banks (branches) to carry out normal business and management | |||
activities; | activities; | |||
(k) to take urgent measures, and make an immediate report to | (k) to take urgent measures, and make an immediate report to | |||
the banking regulatory institution, the board of directors, and | the banking regulatory institution, the board of directors, and | |||
the board of supervisors, in case of a run on the Bank, and | the board of supervisors, in case of a run on the Bank, and | |||
other major emergencies; | other major emergencies; | |||
(l) in charge of implementing staff behavior management, | (l) in charge of implementing staff behavior management, | |||
formulating relevant systems of conduct rules of the Bank, and | formulating relevant systems of conduct rules of the Bank, and | |||
implementing resolutions of the Board; | implementing resolutions of the Board; | |||
(m) in charge of establishing data governance system, ensuring | (m) in charge of establishing data governance system, ensuring | |||
resource allocation for data governance, developing and | resource allocation for data governance, developing and | |||
implementing accountability and incentive mechanisms, | implementing accountability and incentive mechanisms, | |||
establishing data quality control mechanisms, evaluating | establishing data quality control mechanisms, evaluating | |||
effectiveness and implementation of data governance, and | effectiveness and implementation of data governance, and | |||
regularly report to the Board; | regularly report to the Board; | |||
(n) other powers granted by the Articles of Association or the | (n) other powers granted by the Articles of Association or the | |||
board of directors. | board of directors. | |||
The deputy governors shall assist the governor in handling | The deputy governors shall assist the governor in handling | |||
work. Where the governor is unable to fulfill its powers, then | work. Where the governor is unable to fulfill its powers, then | |||
the deputy governors shall exercise such powers on half of the | the deputy governors shall exercise such powers on half of the | |||
governor in their position arrangement order. | governor in their position arrangement order. | |||
In exercising the above-mentioned powers, the governor shall | In exercising the above-mentioned powers, the governor shall | |||
take advice from the Party committee of the Bank in advance | take advice from the Party committee of the Bank in advance | |||
for those matters within the scope of major issues involving | for those matters within the scope of major issues involving | |||
decision-making of the Party committee of the Bank. | decision-makingrequiring pre-studyand discussionof the Party | |||
committee of the Bank. |
- 24 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the | ||
Amendments | ||||||
21. | Article 228 | The Bank adopts a general counsel system and has one general | The Bank adopts a general counsel system and has one general | Amendments are made in | ||
counsel. | counsel. The general counsel is a senior manager of the Bank, | accordance with Article 5 of | ||||
who shall be nominated by the chairman or the governor and | the Opinions of Chongqing | |||||
appointed by the Board. | State-owned Assets | |||||
Supervision and | ||||||
Administration Commission | ||||||
on Strengthening the | ||||||
Construction of the General | ||||||
Counsel System of Municipal | ||||||
State-owned Enterprises (Yu | ||||||
Guo Zi [2019] No. 221) 《( 重 | ||||||
慶市國有資產監督管理委員會 | ||||||
關於加強市屬國有企業總法律 | ||||||
顧問制度建設的意見》(渝國資 | ||||||
[2019]221號)). | ||||||
22. | Article 229 | The specific duties of the general counsel include: | The specific duties of the general counsel include: | Amendments are made in | ||
accordance with Article 5 of | ||||||
(a) to participate in operation management activities and play | (a) to participate in operation management activities and play | the Opinions of Chongqing | ||||
the role of legal review; | the role of legal review; | State-owned Assets | ||||
Supervision and | ||||||
(b) to participate in major business decisions and lead legal | (b) to participate in major business decisions and lead legal | Administration Commission | ||||
agencies to carry out related work; | agencies to carry out related work; | on Strengthening the | ||||
Construction of the General | ||||||
(c) to lead the legal management and unify and coordinate the | (c) to lead the legal management and unify and coordinate the | Counsel System of Municipal | ||||
legal matters in operation management; | legal matters in operation management; | State-owned Enterprises (Yu | ||||
Guo Zi [2019] No. 221) 《( 重 | ||||||
(d) to sign for review of legal opinions; | (d) to sign for review of legal opinions; | 慶市國有資產監督管理委員會 | ||||
關於加強市屬國有企業總法律 | ||||||
(e) to attend meetings and provide legal opinions where | (e) to attend meetings and provide legal opinions where | 顧問制度建設的意見》(渝國資 | ||||
matters considered by the Board involve legal issues; | matters considered by the Board involve legal issuesto attend | [2019]221號)). | ||||
the Party committee meeting and the Board meeting and | ||||||
provide legal opinions on matters involving legal issues; | ||||||
(f) to be responsible for the establishment of compliance | (f) to be responsible for the establishment of compliance | |||||
management work system; | management work system; | |||||
(g) to play a role in formulation, implementation and | (g) to play a role in formulation, implementation and | |||||
supervision of the Articles of Association. | supervision of the Articles of Association. |
- 25 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
23. | Article 267 | The chief supervisors should be served by a full-time | The chief supervisors should be served by a full-time | Amendments are made in |
person.The chief supervisor shall at least meet the qualification | person.The chief supervisor shall at least meet the qualification | accordance with regulatory | ||
requirements in one certain expertise such as accounting, audit, | requirements in one certain expertise such as accounting, audit, | requirements and the actual | ||
finance and law, as well as working experience, satisfying | finance and law, as well as working experience, satisfying | situation of the Bank. | ||
qualification as chief supervisor that are stipulated by the laws | qualification as chief supervisor that are stipulated by the laws | |||
and regulations, and shall start to perform its duties after being | and regulations, and shall start to perform its duties after being | |||
approved by banking regulatory authorities in China. | approved by banking regulatory authorities in China. | |||
The chief supervisor may be re-elected, with each term of | The chief supervisor may be re-elected, with each term of | |||
three (3) years. An outgoing audit shall be conduct for the | three (3) years. An outgoing audit shall be conduct for the | |||
chief supervisor when leaving its position. | chief supervisor when leaving its position. | |||
24. | Article 296 | The establishment and term of office of the Party committee | The establishment and term of office of the Party committee | Amendments are made in |
and discipline inspection committee of the Bank shall be | and discipline inspection committee of the Bank shall be | accordance with Articles 5, 9, | ||
implemented in accordance with relevant requirements of the | implemented in accordance with relevant requirements of the | 20 and 21 of the Guidelines | ||
Party. The organizational structure of the Party organization | Party.The Party committee and discipline inspection committee | on the Articles of Association | ||
and its staffing shall be incorporated into the administrative | of the Bank shall perform their duties in accordance with the | of Chongqing Municipal | ||
organs and the establishment of the Bank. The Bank shall | Constitution of the Communist Party of China and the relevant | State-owned Enterprises (Yu | ||
provide necessary conditions for the activities of the Party | regulations of the Party and shall each serve a term of five | Guo Zi Dang Fa [2019] No. | ||
organization and provide working funds for it, which will be | years, which shall be re-elected on time upon expiry of its | 11) 《( 重慶市市屬國有企業章 | ||
credited to the Bank's management fee. | term of office.The organizational structure of the Party | 程指引》(渝國資黨發[2019]11 | ||
organization and its staffing shall be incorporated into the | 號)). | |||
administrative organs and the establishment of the Bank. The | ||||
Bank shall provide necessary conditions for the activities of the | ||||
Party organization and provide working funds for it, which will | ||||
be credited to the Bank's management fee. The working funds | ||||
for the Party organization that are included in management fee | ||||
are generally allocated at 1% of total staff salaries of the Bank | ||||
for the previous year, for which the Party committee of Bank | ||||
shall prepare a using plan based on the principle of economy | ||||
at the beginning of each year and the amount shall be | ||||
incorporated into the annual budget of the Bank. | ||||
The Bank implements the leadership system of "Dual Entry | ||||
and Cross Appointment". Eligible members of the Party | ||||
committee of the head office may be appointed to the Board of | ||||
Directors, the Board of Supervisors and the senior management | ||||
through legal procedures, and eligible Party members in the | ||||
Board of Directors, the Board of Supervisors and the senior | ||||
management may be appointed to the leading group of the | ||||
Party organization in accordance with the relevant regulations | ||||
and procedures. Generally, the chairman shall also act as the | ||||
secretary of the Party organization, and the general manager | ||||
who is a Party member concurrently serves as deputy secretary | ||||
of the Party organization. |
- 26 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
25. | Article 297 | The Party committee of the Bank shall play a leading role and | The Party committee of the Bank shall play a leading role and | Amendments are made in |
carry out the works with focus on direction control, overall | carry out the works with focus on direction control, overall | accordance with Article 22 of | ||
management and ensuring implementation. The root | management and ensuring implementation. The root | the Guidelines on the Articles | ||
organization of the Party of the Bank shall work around the | organization of the Party of the Bank shall work around the | of Association of Chongqing | ||
production and operation of enterprises. It shall ensure and | production and operation of enterprises. It shall ensure and | Municipal State-owned | ||
supervise the implementation of the directional policies of the | supervise the implementation of the directional policies of the | Enterprises (Yu Guo Zi Dang | ||
Party and the PRC throughout the Bank; support the Board of | Party and the PRC throughout the Bank; support the Board of | Fa [2019] No. 11) 《( 重慶市市 | ||
Directors, Board of Supervisors and senior management in | Directors, Board of Supervisors and senior management in | 屬國有企業章程指引》(渝國資 | ||
exercising their power in accordance with the laws; faithfully | exercising their power in accordance with the laws; faithfully | 黨發[2019]11號)). | ||
believe in the public and the staff and support the meetings of | believe in the public and the staff and support the meetings of | |||
employee representatives in performing their function; | employee representatives in performing their function; | |||
participate in the decision making process of material matters | participate in the decision making process of material matters | |||
of the Bank; strengthen the self-construction of the CPC | of the Bank; strengthen the self-construction of the CPC | |||
organization, play a leading role in the ideological and political | organization, play a leading role in the ideological and political | |||
work and the spiritual civilization construction of the Bank and | work and the spiritual civilization construction of the Bank and | |||
lead the mass organizations such as the labor union and the | lead the mass organizations such as the labor union and the | |||
Communist Youth League. | Communist Youth League., and shall make discussion and | |||
decision on significant events of the Bank in accordance with | ||||
regulations, the main duties of which are: | ||||
(a) to ensure and supervise the implementation throughout the | ||||
Bank of the directional policies of the Party and the PRC as | ||||
well as the decisions and deployments of the municipal Party | ||||
committee and municipal government of Chongqing; and | ||||
implement the work requirements of the Party committee of | ||||
Chongqing Municipal SASAC; | ||||
(b) to discuss and decide the significant events of the Bank in | ||||
accordance with regulations, and to respect and support the | ||||
Board of Directors, the Board of Supervisors and the senior | ||||
management to exercise their rights and perform their duties in | ||||
accordance with laws; | ||||
(c) to conscientiously implement the Party's organizational line | ||||
in the new era, adhere to the standards for good cadres in the | ||||
new era, implement the principle of placing cadres and talents | ||||
under the Party's supervision, and strengthen the Bank's | ||||
leadership and talent team building; |
- 27 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
(d) to perform as the responsible body the duties on the | ||||
establishment of the Party's ethics and an incorrupt | ||||
administration of the Bank, establish and improve the | ||||
discipline inspection and supervision organizations, lead and | ||||
support the performance of duties by the discipline inspection | ||||
and supervision organizations, and strengthen the supervision | ||||
of the performance of the duties by the leaders of the Bank at | ||||
all levels; | ||||
(e) to improve grassroots Party organizations, optimize | ||||
organization structure, streamline affiliation, innovate methods | ||||
of activities, and expand organizational coverage and work | ||||
coverage of the Party at the grassroots level. To strengthen the | ||||
construction of grassroots Party organizations and the | ||||
development of Party members of the Bank, focus on | ||||
enhancing the organization, highlight political functions, and | ||||
build the Bank's grassroots Party organizations into strongholds | ||||
advocating the Party's ideas, implementing the Party's | ||||
decisions, leading grassroots governance, uniting and | ||||
mobilizing the masses and promoting reform and development; | ||||
(f) to lead the political work, the ideological work, the spiritual | ||||
civilization construction, the united front work, the corporate | ||||
culture construction and the mass work of the Bank. | ||||
26. | Add an article as | The Party committee meeting of the Bank shall be convened | Amendments are made in | |
Article 298 | and chaired by the secretary of the Party committee. If the | accordance with Article 23 of | ||
secretary cannot attend the meeting, he/she may commission | the Guidelines on the Articles | |||
the deputy secretary to convene and preside the meeting. The | of Association of Chongqing | |||
Party committee meeting of the Bank is generally convened | Municipal State-owned | |||
twice a month, and may be convened at any time in material | Enterprises (Yu Guo Zi Dang | |||
circumstances. The agenda of the meeting proposed by the | Fa [2019] No. 11) 《( 重慶市市 | |||
secretary of the Party committee or the proposal made by other | 屬國有企業章程指引》(渝國資 | |||
members of the Party committee shall be determined by the | 黨發[2019]11號)). | |||
secretary after taking comprehensive consideration. The Party | ||||
committee meeting of the Bank can only be held when more | ||||
than half of the members of the Party committee are present, | ||||
and any decision shall be made with the consent of more than | ||||
half of the members of the Party committee who should be | ||||
present. More than two-thirds of members of the Party | ||||
committee shall be present at the meeting to discuss personnel | ||||
appointment and removal, reward and punishment. |
- 28 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the | ||
Amendments | ||||||
27. | Original Article | The Party committee shall consider and make decisions for the | The Party committee shall consider and make decisions for the | Amendments are made in | ||
298 | followings: | followings: | accordance with Article 24 of | |||
the Guidelines on the Articles | ||||||
a) major measures in carrying out the directions and policies of | a) major measures in carrying out the directions and policies of | of Association of Chongqing | ||||
the Party by the Bank and important decisions made by the | the Party by the Bank and important decisions made by the | Municipal State-owned | ||||
higher Party organization; | higher Party organization; | Enterprises (Yu Guo Zi Dang | ||||
Fa [2019] No. 11) 《( 重慶市市 | ||||||
b) ideological construction, organization construction, work | b) political construction,ideological construction, organization | 屬國有企業章程指引》(渝國資 | ||||
style construction, anti-corruption construction, system | construction, work style construction, anti-corruption | 黨發[2019]11號)). | ||||
construction, rule of law of and other aspect of Party of the | construction,discipline construction,system construction, rule | |||||
Bank; | of law ofanti-corruption work and other aspect of Party of the | |||||
Bank; | ||||||
c) during the recruitment of senior management personnel, the | c) during the recruitment of senior management personnel, the | |||||
Party committee shall vet and raise opinions on the candidates | Party committee shall vet and raise opinions on the candidates | |||||
nominated by the Board or the President. The Party committee | nominated by the Board or the President. The Party committee | |||||
may recommend nominees to the Board or the President. The | may recommend nominees to the Board or the President. The | |||||
Party committee shall inspect the proposed personnel and raise | Party committee shall inspect the proposed personnel and raise | |||||
opinions collectively; | opinions collectively;confirming personnel appointment and | |||||
removal, reward and punishment of the Bank within the | ||||||
administrative authority, or recommending candidates to the | ||||||
Board or senior management according to certain procedures, | ||||||
inspecting the candidates nominated by the Board or the | ||||||
governor and providing opinions and advice thereon; | ||||||
d) important matters in relation to united front work and mass | d) important matters in relation to supervision and rectification, | |||||
organization; | inspection and audit; | |||||
e) important matters to be referred and reported to the higher | d)e)important matters in relation to the Party management of | |||||
Party organization; | talents,united front work and mass organization; | |||||
f) other matters to be considered and decided by the Party | e)f)important matters to be referred and reported to the higher | |||||
committee. | Party organization; | |||||
f)g)other matters to be considered and decided by the Party | ||||||
committee. |
- 29 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
28. | Original Article | The Party committee shall participate in the decision-making | The Party committee shall participate in the decision-making | Amendments are made in |
299 | process regarding the following material matters: | process regardingconduct pre-studyand discussion onthe | accordance with Article 25 of | |
following material matters: | the Guidelines on the Articles | |||
of Association of Chongqing | ||||
a) important measures of the Bank regarding the | a) important measures of the Bank regarding the | Municipal State-owned | ||
implementation of national laws and regulations and important | implementation of national laws and regulations and important | Enterprises (Yu Guo Zi Dang | ||
decisions of the higher level; | decisions of the higher level; | Fa [2019] No. 11) 《( 重慶市市 | ||
屬國有企業章程指引》(渝國資 | ||||
b) the development strategies and mid to long term | b) the development strategies and mid to long term | 黨發[2019]11號)). | ||
development plans of the Bank; | development plans of the Bank; | |||
c) the production and operation policies of the Bank; | c) the production and operation policies of the Bank; | |||
d) principle and directional matters in respect of the asset | d) principle and directional matters in respect ofthe asset | |||
restructuring, asset transfer, capital operation and significant | restructuring, asset transfer, capital operation, significant project | |||
investment of the Bank; | arrangement,and significant amount of fund operation | |||
investmentof the Bank, etc.; | ||||
e) the formulation and modification of the Bank's important | e) the formulation and modification of the Bank's important | |||
reform proposals and important rules and regulations; | reform proposals and important rules and regulations; | |||
f) the merger, division, change and dissolution of the Bank, | f) the merger, division, change and dissolution of the Bank, | |||
establishment and adjustment of internal management | establishment and adjustment of internal management | |||
institutions and establishment and dissolution of subordinated | institutions and establishment and dissolution of subordinated | |||
branches; | enterprisesbranches; | |||
g) the assessment, remuneration, management and supervision | g) the assessment, remuneration, management and supervision | |||
of the Bank's mid to high level operation management | of the Bank's mid to high level operation management | |||
personnel; | personnel; | |||
h) material matters related to the interest of our staff which are | h) material matters related to the interest of our employees | |||
required to be submitted to the meeting of employee | staffwhich are required to be submitted to the meeting of | |||
representatives for discussion; | employee representatives for discussion; | |||
i) important measures adopted by the Bank regarding the | i) important measures adopted by the Bank regarding the | |||
political and social responsibilities of the Bank such as | political and social responsibilities of the Bank such as | |||
particularly significant safe production and maintenance of | particularly significant safe production, environmental | |||
stability; | protectionand maintenance of stability; | |||
j) material matters required to be approved by and reported to | j) material matters required to be approved by and reported to | |||
the higher level; | the higher level; | |||
k) other matters required to be decided by the Party | k) other matters required to be decided byrequiring pre-study | |||
committee. | and discussion ofthe Party committee. |
- 30 -
No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
29. | Original Article | Major procedures for the Party committee's participation in | Major procedures for the Party committee's participation in | Amendments are made in |
300 | decision making process: | decision making processto conduct pre-studyand discussion: | accordance with Article 26 of | |
the Guidelines on the Articles | ||||
a) prior consideration by the Party committee. The Party | a) prior consideration by the Party committee. The Party | of Association of Chongqing | ||
committee shall hold meetings of Party committee to conduct | committee shall convene meetings of Party committee to | Municipal State-owned | ||
discussion and research on material matters proposed to be | provide opinions and advice on the matters requiring pre-study | Enterprises (Yu Guo Zi Dang | ||
decided by the Board of Directors and senior management, and | and discussion. In the event that the Party committee finds the | Fa [2019] No. 11) 《( 重慶市市 | ||
provide advices and recommendations in this regard. If the | matters proposed to be considered and decided by the Board of | 屬國有企業章程指引》(渝國資 | ||
Party committee considers that other material matters are | Directors and senior management are not in conformity with | 黨發[2019]11號)). | ||
required to be decided by the Board of Directors and senior | the policies of the Party and the State's laws and regulations, | |||
management, such material matters may be proposed to the | or which may undermine the interests of the State and the | |||
Board of Directors and senior management; | public or the legitimate benefits of the Bank and its | |||
employees, it shall suggest to withdraw or suspend the | ||||
proposed matters.The Party committee shall hold meetings of | ||||
Party committee to conduct discussion and research on material | ||||
matters proposed to be decided by the Board of Directors and | ||||
senior management, and provide advices and recommendations | ||||
in this regard.If the Party committee considers that other | ||||
material matters are required to be decided by the Board of | ||||
Directors and senior management, such material matters may | ||||
be proposed to the Board of Directors and senior management; | ||||
b) communication before the meeting. Members of the Party | b) communication before the meeting. Members of the Party | |||
committee who also serve as members of the Board of | committee who also serve as members of the Board of | |||
Directors and senior management (especially the Chairman of | Directors and senior management (especially the Chairman of | |||
the Board of Directors or the President) shall communicate | the Board of Directors or the President) shall communicate | |||
with other members of the Board of Directors and senior | with other members of the Board of Directors and senior | |||
management regarding the relevant advices and | management regarding the relevant advices and | |||
recommendations of the Party committee before submitting the | recommendations of the Party committee before submitting the | |||
proposals to the Board of Directors or President office; | proposals to the Board of Directors or President office; | |||
c) expression during the meeting. Members of the Party | c) expression during the meeting. Members of the Party | |||
committee who also serve as members of the Board of | committee who also serve as members of the Board of | |||
Directors and senior management shall fully express the | Directors and senior management shall fully express the | |||
advices and recommendations of the Party committee during | advices and recommendations of the Party committee during | |||
the decision-making process of the Board of Directors and | the decision-making process of the Board of Directors and | |||
senior management; | senior management; | |||
d) report after the meeting. Members of the Party committee | d) report after the meeting. Members of the Party committee | |||
who also serve as members of the Board of Directors and | who also serve as members of the Board of Directors and | |||
senior management shall report to the Party organization in | senior management shall report to the Party organization in | |||
respect of the decisions of the Board of Directors and senior | respect of the decisions of the Board of Directors and senior | |||
management in a timely manner. | management in a timely manner. |
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No. | No. of the Articles | Original Provision | Amended Provision | Explanation on the |
Amendments | ||||
30. | Original Article | Unless otherwise provided herein, the "above", "within", | Unless otherwise provided herein, the "above", "within", | Amendments are made in |
355 | "below", "at least" and "before" referred to herein all include | "below", "at least" and "before" referred to herein all include | accordance with Rule 1.01 of | |
that number, while the "under", "less than", "not more than", | that number, while the "under", "less than", "not more than", | the Listing Rules. | ||
"lower than", "beyond", "preceding", "exceeding" and "over" | "lower than", "beyond", "preceding", "exceeding" and "over" | |||
all exclude that number. | all exclude that number; and the "business day" means the day | |||
on which the Hong Kong Stock Exchange opens for securities | ||||
trading. | ||||
31. | Clause number and | In light of adding or deleting clauses, the clause number of the | Clause number and reference | |
reference | Articles of Association and involving the terms of reference | |||
should be changed correspondingly. |
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Chongqing Rural Commercial Bank Co. Ltd. published this content on 06 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2019 12:05:03 UTC