Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
彩 虹 集 團 新 能 源 股 份 有 限 公 司
IRICO GROUP NEW ENERGY COMPANY LIMITED*
REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING
References are made to the notice of the extraordinary general meeting (the "EGM") dated 31 July 2020 and the announcement on the postponement of the EGM dated 14 August 2020 of IRICO Group New Energy Company Limited* (the "Company").
REVISED NOTICE IS HEREBY GIVEN that the EGM of the Company will be postponed to be held at 9:00 a.m. on Friday, 16 October 2020 at the conference room of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the People's Republic of China for the purpose of considering and, if thought fit, passing the following resolution:
- 1 -
SPECIAL RESOLUTION
1. To consider and approve the proposal in relation to the amendments to the articles of association of the Company (the full text of the revised proposed amendments to the articles of association is set out in Appendix I to this notice).
By order of the Board
IRICO Group New Energy Company Limited*
Si Yuncong
Chairman
Shaanxi Province, the PRC
22 September 2020
As at the date of this notice, the Board consists of Mr. Si Yuncong and Mr. Tong Xiaofei as executive directors, Mr. Fan Laiying and Mr. Ni Huadong as non- executive directors, and Mr. Feng Bing, Mr. Wang Jialu and Mr. Wang Zhicheng as independent non-executive directors.
- For identification purpose only
- 2 -
Notes:
- The H share register of the Company is arranged to be closed from Thursday, 17 September 2020 to Friday, 16 October 2020 (both days inclusive), during which no transfer of the Company's H shares will be effected. The shareholders of H shares of the Company intending to attend the EGM are required to lodge their respective instrument(s) of transfer and the relevant share certificate(s) to the Company's H share registrar, Computershare Hong Kong Investor Services Limited by 4:30 p.m. on Wednesday, 16 September 2020.
- The shareholders of H shares of the Company whose names appear on the Company's register of members at the close of business on Wednesday, 16 September 2020 are eligible to attend the EGM after completing the registration procedures for attending the EGM, and are entitled to appoint one or more proxies, to attend and vote on his behalf at the EGM according to the articles of association of the Company. A proxy need not be a shareholder of the Company.
- Shareholder who intends to attend the EGM should complete the reply slip for attending the meeting attached herewith the notice and return it to the Company on or before Friday, 25 September 2020. The address of the Company is as follows: No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC. Reply slip can be delivered to the Company in person, by post or by facsimile. The facsimile no. is (86) 29 3333 3852.
-
A revised proxy form for the EGM reflecting the change of the date of the EGM (the "New Proxy Form") is enclosed with this notice. If you have already completed and returned the proxy form for the EGM despatched to you on 31 July 2020 (the "Old Proxy Form"), you may ignore the New Proxy Form and take no further action, and the Old Proxy Form duly completed and returned by you shall continue to be valid. If you have not completed and returned the Old Proxy Form, you are advised to complete and return the New Proxy Form in accordance with the instructions printed thereon. If you choose to complete and return both the Old Proxy Form and the New Proxy Form, and if there is any inconsistency in relation to the information or instruction (including any voting instruction in connection with any of the resolutions) set out in those two proxy forms, the information and instructions set out in the New Proxy Form shall prevail.
If the proxy form is signed by the attorney or any other person authorized by the appointer, the power of attorney or other authority must be notarized. If the appointer is a corporation, the proxy form shall be executed under seal or shall be executed by its director or a duly authorized person. In respect of the shareholders of H shares of the Company, the notarized power of attorney or other authority together with the proxy form must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no less than 24 hours prior to the time designated for convening the EGM (i.e. before 9:00 a.m. on Thursday, 15 October 2020) or any adjournment thereof. In respect of the shareholders of domestic shares of the Company, the above documents should be delivered to the office of the secretary of the board of directors of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC within the same period. - A shareholder or proxy attending the EGM should produce his/her identity certificate.
- Voting at the EGM will be taken by poll.
- The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.
- 3 -
Appendix I
Details of the proposed amendments to the articles of association of the Company are set out as follows:
Original articles | Amended articles |
Article 1 | Article 1 |
⋯⋯ | ⋯⋯ |
The Company is exclusively established by | The Company is exclusively established by |
IRICO Group Corporation ( 彩虹集團公司). | IRICO Group Corporation ( 彩 虹 集 團 公 |
司) (renamed as IRICO Group Company | |
Limited ( 彩 虹 集 團 有 限 公 司)). | |
Article 6 | Article 6 |
The Articles of Association is enacted | The Articles of Association is enacted |
pursuant to the Company Law, the Mandatory | pursuant to the Company Law, the Special |
Provisions, the Zheng Jian Hai Han and other | Regulations, the Mandatory Provisions, |
relevant laws and regulations of the PRC. | the Zheng Jian Hai Han, the Constitution |
Save as the Company Law, the relevant laws | of Communist Party of Chinaand other |
and regulation require otherwise or approval | r e l e v a n t l a w s a n d r e g u l a t i o n s o f t h e |
of the authorized approval authorities of | PRC for the purpose of standardizing |
the State Council, the terms included in the | the organization and behaviour of the |
Articles of Association in accordance with | Company, protecting the legitimate |
the requirement of the Mandatory Provisions | i n t e r e s t s o f t h e C o m p a n y a n d i t s |
shall not be amended or abolished. | shareholders, adhering to and enhancing |
the Communist Party's guidance on the | |
Company and improving the corporate | |
governance structure. Save as the Company | |
Law, the relevant laws and regulation require | |
otherwise or approval of the authorized | |
approval authorities of the State Council, the | |
terms included in the Articles of Association | |
in accordance with the requirement of the | |
Mandatory Provisions shall not be amended | |
or abolished. | |
Article 8 | Article 8 |
In accordance with the relevant provisions | In accordance with the relevant provisions |
under the Constitution of the Communist | under the Constitution of the Communist |
Party of China, the Company shall establish | Party of China, the Company shall establish |
an organisation of the Communist Party of | an organisation of the Communist Party |
China. The Party Committee shall perform | of China, carry out the activities of the |
the core leadership and core political | Party, set up working organs for the Party, |
functions, controlling the directions, | allocate sufficient competent staff to deal |
managing the overall situation and ensuring | with Party affairsand guarantee sufficient |
the implementation. The Company shall set | funds to operate the Party organisation. |
up a working organ for the Party, allocate | |
sufficient staff to deal with Party affairs and | |
guarantee sufficient funds to operate the Party | |
organisation. | |
- 4 -
Original articles | Amended articles |
Article 9 | Article 9 |
The Articles of Association of the Company | The Articles of Association of the Company |
shall be binding on the Company, its | shall be binding on the Company, its |
shareholders, Directors, supervisors, general | shareholders, members of the Party |
manager, assistant general manager and | Committee, Directors, supervisors, general |
other senior management. All the persons | manager, assistant general manager and |
mentioned above may, pursuant to the Articles | other senior management. All the persons |
of Association, put forward claims concerning | mentioned above may, pursuant to the Articles |
the affairs of the Company. | of Association, put forward claims concerning |
the affairs of the Company. | |
The shareholders may, in accordance with | |
the Articles of Association, bring litigations | The shareholders may, in accordance with |
against the Company. The Company may, in | the Articles of Association, bring litigations |
accordance with the Articles of Association, | against the Company. The Company may, in |
bring litigations against the shareholders. | accordance with the Articles of Association, |
The shareholders may, in accordance with | bring litigations against the shareholders. |
the Articles of Association, bring litigations | The shareholders may, in accordance with |
against each other. The shareholders may, in | the Articles of Association, bring litigations |
accordance with the Articles of Association, | against each other. The shareholders may, in |
bring litigations against the Directors, | accordance with the Articles of Association, |
supervisors, manager and other senior | bring litigations against the Directors, |
management. | supervisors, manager and other senior |
management. | |
The above-mentioned prosecution includes | |
suits brought up to the courts or arbitrations | The above-mentioned prosecution includes |
applied for to the arbitration institutions; the | suits brought up to the courts or arbitrations |
above-mentioned other senior management | applied for to the arbitration institutions; the |
personnel include chief financial officer, | above-mentioned other senior management |
board secretary and assistant general manager; | personnel include chief financial officer, |
the above-mentioned General Manager, | board secretary and assistant general manager; |
Deputy General Manager and Assistant | the above-mentioned General Manager, |
General Manager can, in accordance with | Deputy General Manager and Assistant |
the needs of the Company's management, be | General Manager can, in accordance with |
referred to as the President, Deputy President, | the needs of the Company's management, be |
Assistant President separately. | referred to as the President, Deputy President, |
Assistant President separately. | |
- 5 -
Original articles | Amended articles |
Article 11 | Article 11 |
The Company is an independent corporation. | The Company is an independent corporation. |
All acts of the Company shall comply with | All acts of the Company shall comply with |
the laws and regulations of China and the | the laws and regulations of China and the |
place outside China where the Company | place outside China where the Company |
is listed as foreign investment shares, and | is listed as foreign investment shares, and |
protect the legitimate rights and interests of | protect the legitimate rights and interests of |
the shareholders. The Company's full capital | the shareholders. The Company's full capital |
shall be divided into equal shares, and the | shall be divided into equal shares, and the |
shareholder shall hold responsibility to the | shareholder shall hold responsibility to the |
Company in accordance with its shares, while | Company in accordance with its shares, while |
the Company shall be responsible for its debts | the Company shall be responsible for its debts |
with all its assets. | with all its assets. |
Under the premise of complying with Chinese | Under the premise of complying with Chinese |
laws and administrative regulations, the | laws and administrative regulations, the |
Company shall have the right to finance | Company shall have the right to finance or |
or loan. The financing of the Company | loan. The financing or borrowingof the |
includes (but is not limited to) the issuance | Company includes (but is not limited to) |
of corporate bonds, mortgage or pledge of | borrowing from financial institutions, |
the ownership or use rights of part or all of | and the issuance of corporate bonds and |
the Company's assets, or any other rights | convertible bonds.The financing can be |
permitted by Chinese laws and administrative | exercised through mortgage or pledge of |
regulations; however, the Company shall, in | the ownership or use rights of part or all of |
the process of exercising the above-mentioned | the Company's assets, or any other rights |
rights, not undermine or abolish the rights of | permitted by Chinese laws and administrative |
shareholders of any kind. | regulations; however, the Company shall, in |
the process of exercising the above-mentioned | |
rights, not undermine or abolish the rights of | |
shareholders of any kind. | |
Article 12 | Article 12 |
The Company's business purpose is to | The Company's business purpose is to |
make benefits for the shareholders thereof, | enhance the core competitiveness of the |
well-being for the employees thereof, and | products through continuous scientific and |
contribution to the society. | technological innovation, so as to build a |
world-class green energy enterprise, as well | |
asmake benefits for the shareholders thereof, | |
well-being for the employees thereof, and | |
contribution to the society. | |
- 6 -
Original articles | Amended articles | |
Article 30 | Article 30 | |
I n t h e f o l l o w i n g c i r c u m s t a n c e s , t h e | I n t h e f o l l o w i n g c i r c u m s t a n c e s , t h e | |
Company may repurchase its issued shares | Company may repurchase its issued shares in | |
in accordance with the procedures provided | accordance with the procedures provided in | |
in the Articles of Association and with the | the Articles of Association1: | |
approval of the relevant governing authorities | ||
of the PRC: | (1) | to reduce the capital of the Company by |
cancelling shares; | ||
(1) to reduce the capital of the Company by | ||
cancelling shares; | (2) | to amalgamate with other companies |
which own shares in the Company; | ||
(2) to amalgamate with other companies | ||
which own shares in the Company; | (3) | to utilize its shares in employee stock |
ownership plans or share incentive; | ||
(3) other circumstances which are permitted | ||
b y t h e l a w s a n d a d m i n i s t r a t i v e | (4) | where the shareholders, who disagree |
regulations. | with the resolution in relation to | |
merger or division of the Company | ||
made at the general meeting, require | ||
the Company to repurchase the shares; | ||
(5) | to utilize its shares to satisfy the | |
conversion of convertible bonds issued | ||
by the Company; | ||
(6) | to safeguard the value of the Company | |
and the interests of the shareholders | ||
when necessary. | ||
1. Despite the amendments to the Articles of Association with respect to the share repurchase by the Company, the Company shall still be subject to the relevant requirements and restrictions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") for any share repurchase, including but not limited to the relevant provisions of Chapters 10 and 19A. In particular, pursuant to Rule 10.06(5) and Rule 19A.24 of the Listing Rules, the listing status of all H shares repurchased by the Company shall be automatically cancelled upon repurchase, and the Company must apply for listing of any further issues of H shares in the normal way. The Company shall ensure that the documents of title of the repurchased H shares are cancelled and destroyed as soon as reasonably practicable following the settlement of any repurchase of H shares.
- 7 -
Original articles | Amended articles |
In the event that the Company purchases | |
its shares under either circumstance as | |
mentioned in item (1) and (2) of the above | |
paragraph, a resolution thereon shall be | |
made at the general meeting. Where the | |
Company purchases its shares under either | |
circumstance as mentioned in item (3), (5) | |
and (6) of the above paragraph, a Board | |
resolution thereon may, pursuant to the | |
requirements of the Articles of Association | |
or the mandate of the general meeting, be | |
passed at a Board meeting that is attended | |
by at least two-thirds of Directors. |
In the event that the Company purchases its shares in accordance with the first paragraph of this Article under the circumstance as mentioned in item (1), the shares shall be cancelled within ten days from the date of purchase; in the event that the Company purchases its shares under either circumstance as mentioned in item
- and (4), the shares shall be transferred or cancelled within six months; in the event that the Company purchases its shares under either circumstance as mentioned in item (3), (5) and (6), the total number of shares held by the Company shall not exceed 10% of the total issued shares of the Company and shall be transferred or cancelled within 3 years.
When the Company repurchases its own shares, it shall perform the information disclosure obligations in accordance with the requirements of the securities supervisory authorities. If the Company repurchases its shares under either circumstance as mentioned in item (3),
- and (6) of the first paragraph of this Article, it shall be conducted through open centralized trading. The Company shall not accept its shares as the subject matters of a pledge.
- 8 -
Original articles | Amended articles |
Article 31 | Article 31 |
The Company may with the approval of | The Company may repurchase its sharesin |
relevant authorities of the State repurchase its | any of the following manner: |
shares in any of the following manner: | |
(1) to make a repurchase offer to all | |
(1) to make a repurchase offer to all | shareholders in proportion to their |
shareholders in proportion to their | respective shareholdings; |
respective shareholdings; | |
(2) to repurchase shares in open trading on | |
(2) to repurchase shares in open trading on | a stock exchange; |
a stock exchange; | |
(3) t o r e p u r c h a s e s h a r e s b y w a y o f | |
(3) t o r e p u r c h a s e s h a r e s b y w a y o f | agreement other than through a stock |
agreement other than through a stock | exchange. |
exchange. | |
Article 46 | Article 46 |
No registration of the changes relating to | If any provisions of the PRC laws and |
share transfer shall be made in the register of | regulations and the securities regulatory |
shareholders within thirty (30) days prior to | rules of the place where the Company's |
the general meeting or within five (5) days | shares are listed require a period of closure |
prior to the record date for determining the | of the register of shareholders prior to the |
distribution of dividends. | date of a shareholders' general meeting or |
before the record date for determining the | |
distribution of dividends, such provisions | |
shall apply. | |
- 9 -
Original articles | Amended articles |
Article 62 | Article 62 |
The shareholders' general meeting being | To hold an annual general meeting, |
held, the notice shall, in accordance with | the Company shall, in accordance with |
the provisions of Article 66, be issued 45 | Article 66, issue a notice of the meeting |
days before the meeting, to notify all the | to all shareholders twenty (20) clear |
shareholders on record the matters to be | business days prior to the meeting. To |
discussed at the meeting and meeting site and | hold an extraordinary general meeting, the |
date. The shareholders intended to attend the | Company shall issue a notice of the meeting |
shareholders' general meeting shall reply in | to all shareholders ten (10) clear business |
writing to the Company 20 days before the | days or fifteen (15) days (whichever is |
meeting. | longer) prior to the meeting. |
In calculating the notice period, the date of | |
meeting shall be excluded. | |
The issuance date of the notice shall be the | |
date of delivering the relevant notice to | |
post office by the Company or the share | |
registrar appointed by the Company. | |
The "business day" mentioned in the | |
Articles of Association shall mean the date | |
on which the Hong Kong Stock Exchange | |
opens for securities trading. | |
Article 65 | Article 65 |
The Company shall convene the general | Resolution(s) should not be passed in general |
meeting if the written replies received from | meetings on matters that are not stated in the |
the shareholders by the Company twenty (20) | notice of meeting. |
days before the date of the meeting show that | |
the number of shares carrying voting rights | |
represented by the shareholders who intend | |
to attend is more then one-half of the total | |
number of shares with voting rights, failing | |
which the Company shall, within five (5) | |
days, inform the shareholders again in the | |
form of public notice the proposed matters for | |
consideration at the meeting and the date and | |
venue of the meeting. General meetings may | |
be convened after such notification has been | |
published. | |
Resolution(s) should not be passed in general | |
meetings on matters that are not stated in the | |
notice of meeting. | |
- 10 -
Original articles | Amended articles |
Article 67 | Article 67 |
The notice of a general meeting shall be | The notice of a general meeting shall be |
sent to shareholders, regardless of whether a | sent to shareholders, regardless of whether a |
shareholder is entitled to vote at the meeting, | shareholder is entitled to vote at the meeting, |
by hand or by pre-paid post, the service | by hand or by pre-paid post, the service |
address shall be the address on the register | address shall be the address on the register |
of shareholders; or it shall be in writing or | of shareholders; or it shall be in writing or |
by electronic means or such other means as | by electronic means or such other means as |
provided or permitted by the relevant laws | provided or permitted by the relevant laws |
or regulations or listing rules or regulatory | or regulations or listing rules or regulatory |
authorities of the place of listing of the | authorities of the place of listing of the |
Company. As for domestic shareholders, the | Company. As for domestic shareholders, the |
notice of a general meeting may be given in | notice of a general meeting may be given in |
the form of announcement. | the form of announcement. |
The announcement referred to above shall | The announcement referred to above shall |
be published forty-five (45) days to fifty | be published on the Company's website |
- days prior to the date of the meeting in and the website of the stock exchangea newspaper or several national newspapers at least twenty (20) clear business daysprescribed by the authorities of the State prior to an annual general meeting andCouncil responsible for securities. Once ten (10) clear business days or fifteenpublished, all domestic shareholders shall be (15) days (whichever is longer) prior todeemed to have received the relevant notice an extraordinary general meeting. Onceof the general meeting. The Chinese and published, the shareholders shall be
English version of such announcements shall | deemed to have received the relevant notice |
be published on a major Chinese newspaper | of the general meeting. In calculating the |
and one English newspaper in Hong Kong on | notice period, the date of meeting shall be |
the same day. | excluded. |
Subject to the laws, regulations, the listing | |
rules of the place where the shares of | |
the Company are listed and the Articles | |
of Association, the notice of a general | |
meeting, circular of shareholders and | |
relevant documents may be published on | |
the websites of the Company and the Hong | |
Kong Stock Exchange. |
- 11 -
Original articles | Amended articles |
Article 75 | Article 75 |
Resolutions of the general meeting shall be | Resolutions of the general meeting shall be |
divided into ordinary resolutions and special | divided into ordinary resolutions and special |
resolutions. | resolutions. |
Ordinary resolution of a general meeting shall | Ordinary resolution of a general meeting shall |
be passed by more than one-half of the voting | be passed by a majority ofthe voting rights |
rights held by the shareholders (including | held by the shareholders (including proxies) |
proxies) present at the meeting. | present at the meeting. |
Special resolution of a general meeting | Special resolution of a general meeting |
shall be passed by more than two-thirds of | shall be passed by more than two-thirds of |
the voting rights held by the shareholders | the voting rights held by the shareholders |
(including proxies) present at the meeting. | (including proxies) present at the meeting. |
Article 95 | Article 95 |
The Company shall, in accordance with the | The Company shall, in accordance with |
provisions of Article 66 of the Articles, in | the requirements on convening a general |
forty-five (45) days before the date of class | meeting under Article 62 of the Articles |
meeting of shareholders, send written notice | of Association, send a notice of the class |
of the class meeting and inform all registered | meeting and inform all registered shareholders |
shareholders of that class of the matters to | of that class of the matters to be considered |
be considered at the class meeting and the | at the class meeting and the date and venue |
date and venue of the class meeting. Those | of the class meeting. In calculating the |
shareholders of the class who intend to attend | notice period, the date of meeting shall be |
shall send the written reply to the Company | excluded. |
twenty (20) days before the class meeting. | |
Where the number of class shares held by | |
those shareholders who intend to attend | |
and who have the right to vote is more than | |
one-half of the total number of shares of that | |
class with the voting rights, the Company | |
shall convene that class meeting, failing which | |
the Company shall, within five (5) days, | |
inform the shareholders of the class again in | |
the form of public notice the proposed matters | |
for consideration at the class meeting and the | |
date and venue of the class meeting. Class | |
meeting be convened after such notification. | |
- 12 -
Original articles | Amended articles |
Article 98 | Article 98 |
T h e C o m p a n y s h a l l s e t u p t h e P a r t y | In accordance with the Constitution |
Committee consisting of one secretary and | of the Communist Party of China and |
several other members and a deputy secretary | with the approval of higher-level Party |
shall be designated to be responsible for the | organizations, the Company has established |
Party construction works of the Company. | t h e C o m m i t t e e o f t h e C o m m u n i s t |
Eligible members of the Party Committee are | Party of China of IRICO Group New |
allowed to join the Board, the Supervisory | Energy Company Limited* (the "Party |
Committee and the management through | Committee of the Company"). Meanwhile, |
legal procedures. Eligible members in the | the Company has also established the |
Board, the Supervisory Committee and the | Discipline Inspection Commission of |
management are allowed to join the Party | the Communist Party (the "Discipline |
Committee in accordance with relevant | Inspection Commission of the Company") |
provisions and procedures. Meanwhile, the | according to the relevant requirements. The |
Commission for Discipline Inspection shall | Party Committee of the Company consists |
be established in accordance with provisions. | of seven members, one secretary and one |
deputy secretary. The secretary shall be | |
the general manager of the Companyand | |
a deputy secretary shall be designated to be | |
responsible for the Party construction works of | |
the Company. Eligible members of the Party | |
Committee are allowed to join the Board, the | |
Supervisory Committee and the management | |
through legal procedures. Eligible members | |
in the Board, the Supervisory Committee | |
and the management are allowed to join the | |
Party Committee in accordance with relevant | |
provisions and procedures. | |
Pursuant to relevant requirements, the | |
Party Committee of the Company shall | |
establish and optimize the grassroots | |
organizations of the Party and carry | |
out activities of the Party. The Party | |
Committee of the Company shall be elected | |
by the Party member representative | |
congress, generally with each term of office | |
of five years. Regular re-election shall | |
be conducted upon the expiration of the | |
term of office. Each term of office of the | |
Discipline Inspection Commission of the | |
Company shall be the same as the Party | |
Committee. | |
- 13 -
Original articles | Amended articles | ||||
Article 99 | Article 99 | ||||
The Party Committee of the Company shall | The Party Committee of the Company | ||||
discharge its duties in accordance with the | shall discharge its duties in accordance | ||||
provisions under the Constitution of the | with the provisions under the Constitution | ||||
Communist Party of China and the Working | of the Communist Party of China and the | ||||
Rules of the Party Group of the Communist | Regulations on the Work of Communist | ||||
Party of China. | Party Grassroots Organizations of | ||||
the State - owned Enterprises (Trial | |||||
(1) G u a r a n t e e a n d | s u p e r v i s e | t h e | Implementation) 《( 中 國 共 產 黨 國 有 企 | ||
i m p l e m e n t a t i o n | o f p o l i c i e s | a n d | 業 基 層 組 織 工 作 條 例( 試 行)》), and | ||
guidelines of the Party and the State | play a leading role, provide the directions, | ||||
in the Company, and implement major | manage the overall situation, ensure the | ||||
strategic decisions of the Central | implementation and discuss and make | ||||
Committee of the Party and the State | decisions on major issues of the Company in | ||||
Council, as well as make deployment | accordance with relevant regulations. The | ||||
for the relevant material works of the | principal duties of the Party Committee of | ||||
Party committee of the State-owned | the Company include: | ||||
Assets Supervision and Administration | |||||
Commission of the State Council and | (1) Strengthen the Party's political | ||||
the higher-level Party organizations. | construction, improve the political | ||||
awareness, enhance political leading | |||||
(2) Strengthen its leadership and gate | role, improve political ability and | ||||
keeping role in the management of the | guard against political risk of the | ||||
process of selection and appointment | Company, as well as educate and | ||||
of personnel, focusing on standards, | guide all Party members to resolutely | ||||
procedure, evaluation, recommendation | safeguard the position of the Party | ||||
and supervision, and insist on the | Central Committee and the whole | ||||
combination of the principles of | Party with Comrade Xi Jinping as the | ||||
management of cadres by the Party with | core, resolutely upheld the authority | ||||
the selection of operation managers by | and unified leadership of the Party | ||||
the Board and the right of employment | Central Committee; | ||||
by the operation managers in accordance | |||||
with laws. | |||||
- 14 -
Original articles | Amended articles |
- Consider and discuss the reform, (2) Study and implement Xi Jinping
development and stability of the | Thought on Socialism with Chinese |
Company, major operational and | Characteristics for a New Era, carry |
management issues and major issues | out the principles and policies of |
concerning employee interests, and | the Party and ensure that the major |
put forth comments and suggestions. | decisions and deployment of the |
Support the shareholders' general | Party Central Committee and the |
meeting, the Board, the Supervisory | resolutions of higher-level Party |
Committee and the senior management | organizations are implemented in |
in performing their duties in accordance | the Company, as well as promote |
with law and support the congress of | t h e C o m p a n y t o u n d e r t a k e i t s |
employees in carrying out its work. | responsibility and mission, focus |
on the main responsibilities and | |
principal businesses and serve the | |
(4) Assume the primary responsibility to | material strategies of the country to |
run the Party comprehensively with | fully fulfill economic, political and |
strict discipline, lead the Company's | social responsibilities; |
ideological and political work, the | |
u n i t e d f r o n t w o r k , t h e s p i r i t u a l | (3) Consider and discuss the major |
civilization building, corporate culture | operational and management issues |
cultivation as well as the work of groups | of the Company, and support the |
such as the labour union of the Company | shareholders' general meeting, the |
and the Communist Youth League, take | Board, the Supervisory Committee and |
the lead on improving Party conduct | the management in performing their |
and upholding integrity and support the | duties in accordance with laws; |
Commission for Discipline Inspection | |
in practical performance of oversight | (4) Strengthen the leadership and gate |
responsibility. | keeping role in the selection and |
appointment of personnel of the | |
(5) Other material matters that fall within | Company and enhance the building of |
the duties of the Party Committee. | the leading team and talents team of |
management; | |
(5) Assume the primary responsibility | |
of the Company to govern the Party | |
comprehensively with strict discipline, | |
support the discipline inspection | |
institutions to fulfil its supervisory | |
responsibility and promote Party | |
self-governance exercised fully and | |
with rigor into the grassroots level; |
- 15 -
Original articles | Amended articles |
(6) Strengthen the construction of | |
working style of the Party in the | |
Company, strictly implement the | |
spirit of the eight-point frugality | |
code issued by the Party Central | |
Committee and resolutely combat | |
formalism, bureaucracy, hedonism and | |
extravagance, especially the formalism | |
and bureaucracy; | |
(7) Strengthen the building of grassroots | |
Party organisation and Party member | |
team, and unite and lead officials and | |
employees to devote themselves into | |
the reform and development of the | |
Company; | |
(8) Lead the ideological and political | |
work, the spirit and civilisation | |
construction and the united front | |
work of the Company, as well as | |
lead mass organisations such as the | |
Labour Union and Communist Youth | |
League of the Company. | |
Article 101 | Article 101 |
The Company shall establish a Board, which | The Company shall establish a Board, which |
shall comprise seven (7) Directors, including | shall comprise seven (7) Directors, including |
one (1) Chairman. | one (1) Chairman. |
The Board is independent of the controlling | The Board is independent of the controlling |
o r g a n i z a t i o n s ( h e r e i n m e a n i n g t h o s e | o r g a n i z a t i o n s ( h e r e i n m e a n i n g t h o s e |
corporations, enterprises or institutions with | corporations, enterprises or institutions with |
the status of legal person which control the | the status of legal person which control the |
Company). | Company). |
The external Directors (herein meaning | The external Directors (herein meaning |
those Directors who do not hold office in the | those Directors who do not hold office in the |
Company) shall represent 50% or more of the | Company) shall represent 50% or more of |
members of the Board, of which two (2) or | the members of the Board, and not less than |
more shall be Independent Directors (herein | one-third of the members of the Board |
meaning those Directors who are independent | shall be Independent Directors(herein |
of the shareholders and do not hold office in | meaning those Directors who are independent |
the Company). | of the shareholders and do not hold office in |
the Company). | |
- 16 -
Original articles | Amended articles |
Article 107 | Article 107 |
The Board meetings shall be held at least | The Board meetings shall be held at least |
twice every year and shall be convened by | four timesevery year and shall be convened |
the Chairman. The notice for such meeting | by the Chairman. The notice for such meeting |
shall be given to all Directors ten (10) | shall be given to all Directors fourteen (14) |
days in advance. In case of emergencies, | daysin advance. In case of emergencies, |
an extraordinary Board meeting may be | an extraordinary Board meeting may be |
convened if proposed by shareholders with | convened if proposed by shareholders with |
more than one-tenth of voting rights, more | more than one-tenth of voting rights, more |
than one-third of Directors, two (including | than one-third of Directors, two (including |
two) independent Directors or supervisors or | two) independent Directors or supervisors or |
the general manager of the Company. | the general manager of the Company. |
The reasonable expenses incurred by the | The reasonable expenses incurred by the |
Directors for attending board meeting shall be | Directors for attending board meeting shall be |
borne by the Company. Such expenses include | borne by the Company. Such expenses include |
traveling expenses incurred by the Directors | traveling expenses incurred by the Directors |
for traveling from his place to the meeting | for traveling from his place to the meeting |
venue (if a Director's place is different from | venue (if a Director's place is different from |
the meeting venue), food and board expenses | the meeting venue), food and board expenses |
during the meeting period, rental for the | during the meeting period, rental for the |
meeting venue and transport expenses for | meeting venue and transport expenses for |
traveling to the meeting venue. | traveling to the meeting venue. |
- 17 -
Original articles | Amended articles |
CHAPTER 19 LABOR AND PERSONNEL | CHAPTER 19 STAFF DEMOCRATIC |
SYSTEM | MANAGEMENT ANDLABOR AND |
PERSONNEL SYSTEM | |
Article 179 | Article 179 |
Appropriate labor and personnel system | Appropriate staff democratic management |
suitable for the specific circumstances of the | andlabor and personnel and salary system |
Company shall be made in accordance with | suitable for the specific circumstances of the |
the relevant provisions of the Labor Law of | Company shall be made in accordance with |
the People's Republic of China. | the relevant provisions of the Labor Law of the |
People's Republic of China and relevant laws | |
to protect the legitimate rights and interests | |
of employees. | |
The Company shall promote the publicity | |
of its business and enable staff members | |
to exercise their rights to know, to | |
participate, to express and to supervise in | |
accordance with the provisions of laws and | |
regulations. Major decisions shall be made | |
by listening to the opinions of employees, | |
and major issues concerning the vital | |
interests of employees shall be reviewed by | |
the employee congress. | |
The Company shall adhere to and improve the | |
system of employee supervisors and safeguard | |
the rights of employee representatives to | |
participate in corporate governance in an | |
orderly manner. | |
- 18 -
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IRICO Group New Energy Co. Ltd. published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 08:34:06 UTC