Securities code: 600050 securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2021-102
China United Network Communications Limited(600050)
Announcement on matters related to the revision of the corporate governance system
The board of directors, the board of supervisors and all directors and supervisors 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.
China United Network Communications Limited(600050) (hereinafter referred to as “the company” or “the company”) in order to thoroughly implement the general secretary’s proposal on adhering to “two consistent principles” I. an important discussion on building a modern enterprise system with Chinese characteristics, further improve the corporate governance mechanism with legal rights and responsibilities, transparent rights and responsibilities, coordinated operation and effective checks and balances, and continue to promote the high-quality construction of the diversified board of directors of the mixed reform. According to the relevant regulatory rules and guidelines and in combination with the actual situation of the company, it is proposed to revise the relevant governance system. The relevant arrangements include:
1. Revise the China United Network Communications Limited(600050) articles of Association (hereinafter referred to as the “articles of association”), reduce the company’s registered capital and handle the industrial and commercial change registration, and revise the rules of procedure of the China United Network Communications Limited(600050) board of directors (hereinafter referred to as the “rules of procedure of the board of directors”). Relevant matters have been deliberated and adopted at the eighth meeting of the seventh board of directors and will be submitted to the general meeting of shareholders for deliberation;
2. Formulate the authorization management measures of the China United Network Communications Limited(600050) board of directors, and relevant matters have been deliberated and adopted at the 8th meeting of the 7th board of directors of the company.
1、 Matters related to amending the articles of Association
In order to thoroughly implement the important discussion of the general secretary of Xi Jinping on adhering to the “two consistency” and building a modern enterprise system with Chinese characteristics, and further improve the corporate governance mechanism of statutory rights and responsibilities, transparent rights and responsibilities, coordinated operation and effective checks and balances, according to the relevant regulatory rules and guidelines, combined with the actual situation of the company, and based on the following circumstances, the company plans to reduce the registered capital To amend relevant articles of association and handle industrial and commercial change registration and other related matters:
According to the company’s restricted stock incentive plan (Revised Draft), the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft) and the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase Grant Scheme (hereinafter collectively referred to as the “incentive plan”) ）According to relevant regulations, the original 1111 incentive objects of the company will no longer meet the incentive conditions of the incentive plan due to the occurrence of circumstances that lead them not to belong to the incentive scope. Upon deliberation and approval of the 24th Meeting of the 6th board of directors, the 17th meeting of the 6th board of supervisors and the 2020 annual general meeting of shareholders, the company completed the cancellation of 20460075 restricted shares that have been granted but not yet lifted on September 16, 2021, And obtained the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch. After the cancellation, the total share capital of the company was changed to 30991393212 shares, The registered capital of the company needs to be changed to 30991393212 yuan accordingly (see the announcement on the resolution of the sixth meeting of the seventh board of directors (Announcement No.: 2021-089) and the amendment on reducing the registered capital of the company published by the company in China Securities Journal, Shanghai Securities News, securities times, the website of Shanghai Stock Exchange and the website of the company)
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And handle the announcement of industrial and commercial change registration (Announcement No.: 2021-093).
The articles of association is proposed to be amended as follows:
(i) Content revision
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First, in order to meet the requirements of the development of socialist market economy, the first is to safeguard the legitimate rights and interests of article China United Network Communications Limited(600050) (hereinafter referred to as “the company”), shareholders and creditors (hereinafter referred to as “the company”), shareholders and creditors, standardize the organization and behavior of the company, rights and interests, and standardize the organization and behavior of the company, In accordance with the company law of the people’s Republic of China on upholding and strengthening the party’s overall leadership and improving the corporate legal person (hereinafter referred to as the company governance structure and building a modern enterprise system with Chinese characteristics), the securities law of the people’s Republic of China (hereinafter referred to as the company law of the people’s Republic of China, the articles of association of the Communist Party of China and the company law) These articles of association are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China and other relevant provisions.
2. The registered capital of the sixth company is RMB. The registered capital of the sixth company is RMB 30991393212.31011853287. Ten thousand yuan.
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3. New addition: the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, tenth business compliance, standardized management and law-abiding integrity.
Article 10 the term “other senior managers” as mentioned in the articles of association refers to the company’s senior vice president, general legal adviser, senior vice president, general legal adviser, Secretary of the board of directors, Secretary of the board of directors and person in charge of finance. Chief financial officer and financial officer.
Article 10 in accordance with the provisions of the constitution of the Communist Party of China, establish Article 10 in accordance with the provisions of the constitution of the Communist Party of China, with the approval of the higher Party’s Article 2 organization of the Communist Party of China and the party organization’s Article 3 organization, establish the network center and political core of the Communist Party of China, and take the direction, manage the overall situation The Committee of Communication Co., Ltd. (hereinafter referred to as “party guarantee implementation”. The company shall establish the party’s working organization, Allocation Committee “or” company’s Party committee “) and, at the same time, prepare a sufficient number of party affairs staff according to relevant regulations to ensure the party’s organization’s work funds, and establish the party’s Discipline Inspection Committee (hereinafter referred to as the” Discipline Inspection Committee “or” company’s Discipline Inspection Committee “) ）, carry out the party’s activities, establish the party’s working organization, equip and strengthen the party affairs staff, and ensure the work funds of the party organization.
Article 10 the company shall establish a party organization. The party organization shall have one secretary, the tenth Party committee shall have one secretary, several members of other party committee groups, and several members of other party organizations. Chairman of the board and four members of the Party group. The chairman and Secretary of the Party committee shall be held by one person, and the Secretary of the Party member organization shall be held by one person in principle. The president of the main enterprise shall be set as the Deputy Secretary of the Party committee, and the Party committee shall be equipped with a full-time Deputy Secretary responsible for party industry and Party construction. Qualified full-time Deputy Secretary of construction work. Adhere to and improve the leadership system of “members of two-way Party organizations can enter the board of directors and cross serve” through legal procedures. Qualified members of the board of directors, the board of supervisors and the management, and members of the Party committee of the board of directors and supervisors can enter the qualified party committee, the board of supervisors, the management, the board of directors, the board of supervisors Members of the Party group may enter the management level of the Party group in accordance with relevant regulations and procedures. Qualified party members may enter the management level of the Party group in accordance with relevant regulations and procedures. Meanwhile, discipline inspection organizations shall be established according to regulations. Relevant regulations and procedures shall be entered into the Party committee.
7. The party organization of company 10 shall play a leading role in accordance with the articles of association of the Communist Party of China and the Party committee of company 10, promote the implementation of five articles of the inner-party law such as the direction, managing the overall situation and the four regulations on the work of the Party group of the Communist Party of China, and discuss and decide on the performance of duties in accordance with the major rules of the company. Item. The main responsibilities are:
(i) Ensure and supervise the implementation of the party’s and national principles and policies in the public (I) strengthen the party’s political construction of the company, adhere to the implementation of the company, implement the fundamental system, basic system and grand strategic decision of the Party Central Committee and the State Council to implement socialism with Chinese characteristics, as well as the relevant important systems of higher-level party organizations, and educate and guide all Party members to always make political work arrangements; Position, political direction, political principles and political path (2) adhere to the principle of the party managing cadres and maintain a high level with the Party Central Committee with Xi Jinping comrades as the core with the board of directors in accordance with the law
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The selection of managers and managers shall be consistent with the law;
The use of human rights. Party organization’s in-depth study and implementation of the board of directors or (II) Xi Jinping The candidates nominated by the president of China in the new era shall be brewing and put forward opinions, the thought of socialism with Chinese characteristics, study and publicize the party’s theories and suggestions, or recommend the nominees to the board of directors and the president, implement the party’s line, principles and policies, and supervise and ensure the election; Inspect the proposed candidates together with the board of directors, and put forward opinions and suggestions on the major decisions and arrangements of the Party Central Committee and the resolutions of higher-level party organizations; Implemented by the company;
（3） Study and discuss the company’s reform, development, stability and emphasis (III) study and discuss the company’s major operation and management matters, major operation and management matters and major issues involving the vital interests of employees, support the general meeting of shareholders, the board of directors, the board of supervisors and the management, put forward opinions and suggestions, and exercise their powers according to law;
（4） Assume the main responsibility of comprehensively and strictly administering the party. Lead (IV) strengthen the leadership and control over the selection and employment of the company, guide the ideological and political work, United Front Work and spirit of the company, and pay close attention to the construction of the company’s leading group, cadre team, talent civilization, enterprise culture, trade union and Communist Youth Team;
Group work. Lead the construction of Party style and clean government, support (5) fulfill the main responsibility of the company’s construction of Party style and clean government, and earnestly perform the supervision responsibility with the discipline inspection organization. Lead and support the Discipline Inspection Commission to perform the responsibility of supervision, discipline enforcement and accountability, strictly enforce political discipline and political rules, and promote the extension of strict party governance to the grass-roots level;
（6） Strengthen the construction of grass-roots party organizations and Party members, unite and lead the staff and workers to actively participate in the company’s reform
