Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3636)

ANNOUNCEMENT

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the "Board") of Poly Culture Group Corporation Limited (the "Company") hereby announces that the Board reviewed and approved, among other things, the resolution on the amendments to the articles of association of the Company (the "Articles of Association") at the Board meeting held on 28 August 2020.

In accordance with the provisions of the Guidelines of the State-owned Assets Supervision and Administration Commission of the State Council regarding the Articles of Associations of Central Enterprises (Trail) (the "Guidelines"), the Company currently intends to incorporate the contents regarding Party building works and Party committee into the Articles of Associations. For details of the amendments, please refer to Appendix I to this announcement. Regarding the matters stipulated in Article 167 of the revised Articles of Associations, the Party Committee shall perform the duties under Article 167. The Board and senior management shall decide whether or not to take the opinions and suggestions provided by the Party Committee after taking into account the actual circumstances. The decision authority of the shareholders' general meeting, the Board and senior management on matters set out in the Articles of Associations will not be affected by this proposed amendments.

The proposed amendments added 3 articles in total and amended 4 articles, and the number of the articles of the amended Articles of Association increases from 271 to 274. There should be no change in the content of other articles in the Articles of Association. Article numbering should be adjusted accordingly as a result of the aforesaid amendments.

The resolution in relation to the amendments to the Articles of Association shall be submitted to the shareholders' general meeting of the Company by way of special resolution. The Company will dispatch a circular containing the details of the proposed amendments to the Articles of Association to the shareholders of the Company in due course. The amended Articles of Association shall become

- 1 -

effective on the date of the passing of the relevant resolution at the shareholders' general meeting of the Company. Prior to the passing of the relevant resolution at the shareholders' general meeting of the Company, the existing Articles of Association of the Company shall remain valid.

By order of the Board

Poly Culture Group Corporation Limited

Xu Niansha

Chairman

Beijing, the PRC

28 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Xu Niansha, Mr. Zhang Xi, Mr. Jiang Yingchun and Mr. Li Weiqiang, the non-executive directors are Mr. Huang Geming and Mr. Wang Keling, and the independent non-executive directors are Mr. Li Boqian, Ms. Li Xiaohui and Mr. Yip Wai Ming.

- 2 -

APPENDIX I: COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.

Original Provisions

Amended Provisions

1

Article 1 To maintain the lawful rights and

Article 1 To maintain the lawful rights and

interests of Poly Culture Group Corporation

interests of Poly Culture Group Corporation

Limited (hereinafter shortly referred to as

Limited (hereinafter shortly referred to as

"the Company") and Shareholders and

"the Company") and, Shareholders and

creditors thereof and to regulate the

creditors thereof and to regulate the

Company's organization and activities, the

Company's organization and activities, and

Company formulates the Articles of

to adhere to and enhance the overall

Association in accordance with the

guidance of the Communist Party of

Company Law of the PRC (hereinafter

China on the Company, the Company

shortly referred to as "PRC Company

formulates the Articles of Association in

Law"), Special Regulations of the State

accordance with the Company Law of the

Council on the Overseas Offering and

PRC (hereinafter shortly

referred

to as

Listing of Shares by Joint Stock Limited

" P R C

C o m p a n y L a w " ) ,

S p e c i a l

Companies (hereinafter shortly referred to

Regulations of the State Council on the

as "Special Regulations"), Mandatory

Overseas Offering and Listing of Shares by

Provisions for Articles

of Association of

Joint Stock Limited Companies (hereinafter

Companies to be Listed Overseas

s h o r t l y r e f e r r e d t o a s " S p e c i a l

(hereinafter shortly referred to as

Regulations"), Mandatory Provisions for

"Mandatory Provisions"), the Letter of

Articles of Association of Companies to be

Opinions on Supplementary Amendments to

Listed Overseas (hereinafter shortly referred

Articles of Association of Companies to be

to as "Mandatory Provisions"), the Letter

Listed in Hong Kong (hereinafter shortly

of Opinions on Supplementary Amendments

referred to as "Letter of Opinions on

to Articles of Association of Companies to

Amendments"), Rules Governing the

be Listed in Hong Kong (hereinafter shortly

Listing of Securities

on the Stock

referred to as "Letter of Opinions on

E x c h a n g e o f H o n g

K o n g L i m i t e d

Amendments"), Rules Governing the

(hereinafter shortly referred to as "Listing

Listing

of Securities

on the

Stock

Rules of the Stock Exchange") and other

E x c h a n g e o f H o n g K o n g

L i m i t e d

relevant laws and administrative regulations

(hereinafter shortly referred to as "Listing

of the State.

Rules of the Stock Exchange") and other

relevant laws and administrative regulations

of the State.

- 3 -

No.

Original Provisions

Amended Provisions

2 Article 9 The Articles of Association are Article 9 The Articles of Association are binding on the Company and its binding on the Company and its Shareholders, Directors, Supervisors, Shareholders, Party members, Directors, general manager and other senior Supervisors, general manager and other management personnel, all of whom may, senior management personnel, all of whom according to the Articles of Association, may, according to the Articles of

assert rights in respect of the affairs of the

Association, assert rights in respect of the

Company.

affairs of the Company.

Shareholders may take action against the

Shareholders may take action against the

Company pursuant to the Articles of

Company pursuant to the Articles of

Association, and the Company may take

Association, and the Company may take

action against Shareholders, Directors,

action against Shareholders, Directors,

Supervisors, general manager and other

Supervisors, general manager and other

senior management personnel pursuant to

senior management personnel pursuant to

the Articles of Association. A Shareholder

the Articles of Association. A Shareholder

may also take action against another

may also take action against another

Shareholder, the Directors, Supervisors,

Shareholder, the Directors, Supervisors,

general manager and other senior

general manager and other senior

management personnel of the Company

management personnel of the Company

pursuant to the Articles of Association.

pursuant to the Articles of Association.

The "take action" appears above include

The "take action" appears above include

submitting a lawsuit to court or applying to

submitting a lawsuit to court or applying to

the arbitration bodies for arbitration.

the arbitration bodies for arbitration.

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No.

Original Provisions

Amended Provisions

3

Article 11 In accordance with the relevant

Article 11

In accordance with

the

provisions under the Constitution of the

r e l e v a n t

p r o v i s i o n s u n d e r

t h e

Communist Party of China, the Company

Constitution of the Communist Party of

shall establish a Communist Party of China

China, the Company shall establish a

organisation. The Party Committee shall

Communist Party of China organisation

perform the core leadership and political

to carry out the activities of the Party, set

functions, controlling the directions,

up a working organ for the Party,

managing the overall situation and

allocate sufficient staff to deal with

ensuring the implementation . The

Party affairs and guarantee sufficient

Company shall set up a working organ for

funds to operate the Party organisation.

the Party, allocate sufficient staff to deal

with Party affairs and guarantee sufficient

funds to operate the Party organisation.

4 Article 165 The Company shall set up the Article 165 In accordance with the

Party Committee consisting of one secretary

r e l e v a n t p r o v i s i o n s u n d e r t h e

and several other members. The chairman

Constitution of the Communist Party of

of the Board and secretary of the Party

China and with approval of higher-level

Committee shall, in principle, be assumed

Party organizations, the Company has

by the same person, and a deputy secretary

established the Committee of the

shall be designated to be responsible for the

Communist Party of Poly Culture

Party construction works of the Company.

Group Corporation Limited. Meanwhile,

Eligible members of the Party Committee

the Company has also established the

are allowed to join the Board, the board of

Commission for Discipline Inspection of

supervisors and senior management through

the Communist Party in accordance with

legal procedures. Eligible members in the

the relevant provisions.

Board, the board of supervisors and senior

management are allowed to join the Party

Committee in accordance with relevant

provisions and procedures. Meanwhile, the

Commission for Discipline Inspection shall

be established in accordance with

provisions. The Party Committee of the

Company shall discharge its duties in

accordance with the provisions under the

Constitution of the Communist Party of

China and the Working Rules of the Party

Group of the Communist Party of China:

( 1 ) G u a r a n t e e a n d s u p e r v i s e t h e

implementation of policies and guidelines

of the Party and the State in the Company,

and implement major strategic decisions of

the Central Committee of the Party and the

- 5 -

No.

Original Provisions

Amended Provisions

State Council, as well as make deployment for the relevant material works of the Party committee of the SASAC and the higher- level Party organizations;

  1. Insist on the integration of the principle that the Party manages the officials with the function of the Board of Directors in the lawful selection of the management and with the lawful exercise of authority of appointment, promotion and demotion of personnel by the management. The Party Committee shall consider and propose opinions and suggestions on the candidates as nominated by the Board or the general manager, or nominate candidates to the Board or the general manager; and, together with the Board, conduct investigations on the candidates to be appointed and collectively research to raise opinions and suggestions;
  2. Study and discuss reform, development and stability of the Company, material operation and management issues and material issues concerning employees' immediate interests, and propose opinions and suggestions thereon;
  3. Assume the primary responsibility to run the Party comprehensively with strict disciplines, lead the Company's ideological and political work, the United Front work, the cultural and ethical progress, corporate culture cultivation as well as the work of groups such as the Labor Union of the Company and the Communist Youth League, lead the construction of the Party's working style and its clean and honest administration, and support the Commission for Discipline Inspection in earnestly performing its supervisory responsibilities.

- 5 -

No.

Original Provisions

Amended Provisions

5

(Not applicable. The article in the right

Article 166

The Party Committee of the

column is newly added)

Company shall be elected from the Party

m e m b e r c o n g r e s s o r t h e P a r t y

representative congress; each term of

office is generally five (5) years. Regular

re-election shall be conducted upon the

expiration of its term of office. Each term

of office of Commission for Discipline

Inspection of the Party shall be the same

as the Party Committee.

The Party Committee of the Company

generally consists of 5 to 9 members.

There should be 1 party secretary, and 1-

2 deputy party secretaries.

6

(Not applicable. The article in the right

Article 167

The Party Committee of the

column is newly added)

Company

shall

perform

the

core

leadership

functions, controlling the

directions,

managing

the

overall

s i t u a t i o n a n d e n s u r i n g t h e

implementation,

discuss

and

make

decisions on significant matters of the

Company in accordance with the

regulations.

Significant

operating

management matters shall go through

investigation and discussion by the

Party Committee before decisions are

made by the Board of Directors or

management.

The

main

responsibilities

are:

(1) Strengthen the Party's political

construction,

improve

the

political

awareness,

enhance political

leading

role, improve political ability and guard

against political risk of the Company, as

well as educate and guide all Party

members to resolutely safeguard the

position of the Party Central Committee

and the whole Party with Comrade Xi

Jinping as the core, resolutely upheld the

- 7 -

No.

Original Provisions

Amended Provisions

authority and unified leadership of the

Party Central Committee;

(2) Study and implement Xi Jinping

Thought on Socialism with Chinese

Characteristics for a New Era, carry out

the principles and policies of the Party

and ensure that the major decisions and

deployment of the Party Central

Committee and the resolutions of

higher-level Party organizations are

implemented in the Company, as well as

promote the Company to undertake its

responsibility and mission, focus on the

main responsibilities

and

principal

businesses and serve the material

strategies

of the country to

fully fulfill

e c o n o m i c , p o l i t i c a l a n d s o c i a l

responsibilities;

(3) Consider and discuss the major

operational and management issues of

t h e C o m p a n y , a n d s u p p o r t t h e

shareholders ' general meeting, the

Board, the Supervisory Committee and

the management in performing their

duties in accordance with laws;

(4) Strengthen the leadership and gate

keeping role in the selection and

appointment of personnel of the

Company and enhance the building of

the leading team and talents team of

management;

(5) Assume the primary responsibility of

the Company to govern the Party

comprehensively with

strict

discipline,

support

the

discipline

inspection

institutions to fulfil its supervisory

responsibility

and promote

Party self-

- 8 -

No.

Original Provisions

Amended Provisions

governance exercised fully and with rigor

into the grassroots level;

(6) Strengthen the construction of

working style of the Party in the

Company, strictly implement the spirit

of the eight-point frugality code issued by

the

Party

Central Committee

and

r e s o l u t e l y c o m b a t f o r m a l i s m ,

b u r e a u c r a c y , h e d o n i s m a n d

extravagance,

especially the

formalism

and bureaucracy;

(7) Strengthen the building of grassroots

Party organisation and Party member

team, and unite and lead officials and

employees to devote themselves into the

reform and development of the

Company;

(8) Lead the ideological and political

work, the spirit and civilization

construction and the united front work

of the Company, as well as lead mass

organisations such as the Labour Union

and Communist Youth League of the

Company.

7

(Not applicable. The article in the right

Article 168 By insisting on and improving

column is newly added)

the leadership mechanism of "Dual Entry

and

Cross

Appointment",

eligible

members of the Party Committee may

take seats in the Board of Directors, the

Supervisory

Committee

and

the

m a n a g e m e n t t h r o u g h s t a t u t o r y

procedures, while eligible members of

the Board of Directors, the Supervisory

Committee and the management who are

also Party members may take seats in the

- 9 -

No.

Original Provisions

Amended Provisions

Party Committee in accordance with related regulations and procedures.

Secretary of the Party Committee and chairman of the Board of Directors are held by one (1) person in general. A deputy secretary shall be designated to be responsible for the Party building works for the Party Committee. The designated deputy secretary shall be served as a member of the Board of Directors, rather than a management member.

- 10 -

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Poly Culture Group Corporation Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 13:53:08 UTC