Securities code: 601669 stock abbreviation: Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) Announcement No.: pro 2022-019 Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669)
Announcement on Amending the articles of association and its annexes
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
According to the working rules of the board of directors of central enterprises (for Trial Implementation) and other relevant provisions, and in combination with the actual situation of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) (hereinafter referred to as "the company"), the company plans to investigate the functions and powers of the general meeting of shareholders, the main responsibilities of the Party committee, the functions and powers of the board of directors, the functions and powers of the chairman, the main responsibilities of the special committee of the board of directors The general manager's exercise of authority and performance requirements were revised and relevant contents were added. In addition, the business scope of the company was adjusted according to the adjustment of the company's business structure.
At the same time, according to the working rules of the board of directors of central enterprises (for Trial Implementation) and other relevant provisions and the revised articles of association of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) , the company plans to modify the relevant contents of the rules of procedure of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) general meeting of shareholders and the rules of procedure of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) board of directors simultaneously. The revision of the above contents was reviewed and approved at the 53rd meeting of the third board of directors on February 15, 2022, and will take effect after being reviewed and approved by the general meeting of shareholders of the company. See the annex of this announcement for the specific revision contents.
It is hereby announced.
Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) board of directors February 17, 2002
Annex I: comparison table of amendment provisions of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association Annex II: comparison table of amendment provisions of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) rules of procedure of general meeting of shareholders Annex III: comparison table of amendment provisions of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) rules of procedure of board of directors
Annex I: comparison table of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association amendments
Original clause original clause content revised clause content revised clause content
Article 2 the company is a joint stock company established in accordance with the company law, the securities law and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions. limited company. The company was approved by the state owned assets supervision and Administration Commission of the State Council on the whole company of China water resources and Hydropower Construction Corporation and the state owned assets supervision and Administration Commission of the State Council on the reply on the restructuring and domestic listing of China water resources and hydropower construction (Guo Zi Gai [2008] No. 183), Official reply to the establishment of a group company by way of initiation for overall restructuring and domestic listing (state owned assets reform [2008] 183); registered with the market supervision and administration authority according to law and obtained a business license.
(No.) approved and established in the form of initiation; Registered with the State Administration of market supervision
Remember.
Article 7 the company is a permanent joint stock limited company. Delete.
Article 10 the company adheres to and strengthens the overall leadership of the party, adheres to and improves the basic economic system, adheres to the direction of economic reform of the Socialist City [new] market, and continuously deepens the reform in accordance with the requirements of supervision, Improve the modern enterprise system with Chinese characteristics, vigorously promote the modernization of management system and management ability, focus on the main responsibility and main business, optimize the layout structure, increase R & D investment and improve the ability of independent innovation, Actively and steadily deepen the reform of mixed ownership, flexibly carry out medium and long-term incentives in various ways, improve the market-oriented operation mechanism, and deepen the reform of the three systems of labor, personnel and distribution, We will improve a coordinated and efficient supervision mechanism to prevent the loss of state-owned assets.
Article 11 the company adheres to the rule of law and strives to build a [new] rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding and integrity.
Article 14 after being registered according to law, the business scope of the company is: water conservancy, electric power, highway, railway and port Article 15 the business scope of the company is: water conservancy, water resources and environment, electric power, highway, railway, port, waterway, first port, waterway, waterway, Airport, house, municipal engineering facilities, urban rail engineering construction, first airport, house, mine Construction, design, consultation and supervision of municipal engineering facilities and urban rail engineering; Design, consultation and supervision; Relevant engineering technology research, survey, design and service and relevant engineering technology research, survey, design and service; Power production; Bidding agency; Industrial investment and equipment manufacturing; Power production; Bidding agency; Real estate development and operation; Industrial investment management; Import and export business; Personnel training.
Original clause original clause content revised clause content revised clause content
And management; Import and export business; Personnel training.
Article 16 business term of the company: permanent existence.
[new]
Article 25 the company may choose one of the following ways to acquire its shares: Article 27 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of Shanghai Stock Exchange; (I) centralized bidding trading mode of Shanghai Stock Exchange;
(II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC.
Among them, if the company purchases its shares due to items (III), (V) and (VI) of Article 24, and the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26, it shall purchase its shares through public centralized traders, It shall be conducted through open centralized trading.
Proceed in an orderly manner.
Article 26 Where the company purchases shares of the company due to items (I) and (II) of Article 24 of the articles of Association; Article 28 Where the company purchases shares of the company due to items (I) and (II) of Article 26 of the articles of association, the resolution of the general meeting of shareholders shall be adopted; As Article 24 of the articles of association shall be resolved by the general meeting of shareholders; If the company's shares are purchased for the reasons of items (III), (V), (VI) (III), (V) and (VI) of Article 26 of the articles of association, or the company's shares are purchased for the reasons of item, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. Resolutions of the board meeting attended by more than two-thirds of the directors. If the company purchases the shares of the company in accordance with the provisions of Article 20 and Article 26, it shall be cancelled within 10 days from the date of acquisition if it belongs to item (I); In the case of items (II) and (IV), it shall be cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred or cancelled within 6 months.
It shall be transferred or cancelled within 6 months. The shares of the company acquired by the company in accordance with items (III), (V) and (VI) of Article 26 and in accordance with items (III), (V) and (VI) of Article 24 will not exceed 10% of the total issued shares of the company, and the shares of the company shall be transferred or purchased within three years, No more than 10% of the total issued shares of the company will be cancelled.
And shall be transferred or cancelled within three years.
Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: Article 43 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
Original clause original clause content revised clause content revised clause content
(I) determine the company's overall development strategy, overall medium and long-term development plan, and overall economy (I) determine the company's overall development strategy, overall medium and long-term development plan, overall business policy, investment policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not employees' representatives, and decide on matters related to (II) the establishment of the company's board of directors and board of supervisors, and the election and replacement of directors, supervisors and supervisors who are not employees' representatives; To evaluate their performance of duties and decide on the remuneration of relevant directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and final account plan; (V) review and approve the company's annual financial budget plan and final account plan;
(VI) review and approve the company's profit distribution policy, profit distribution plan and loss recovery (VI) review and approve the company's profit distribution policy and profit distribution formula
