Guangdong Hongtu Technology (Holdings) Co.Ltd(002101)
Amendment to the articles of Association
(reviewed and adopted at the 26th meeting of the 7th board of directors of the company)
The 26th meeting of the 7th board of directors of Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) (hereinafter referred to as “the company”) deliberated and adopted the amendment on
<公司章程>
The motion of the. With the approval of the superior party committee, the CPC Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) general branch committee has recently been upgraded to the CPC Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) Committee and established the CPC Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) Discipline Inspection Committee. Therefore, it is proposed to modify the relevant contents of the articles of association. The specific modifications are as follows:
1、 The original content of Article 10 is: “the company establishes the general Party branch of the company. According to the actual needs, the company can be equipped with full-time party affairs staff. The staffing of full-time party affairs staff shall be included in the management organization and staffing of the company, and the working funds of the general Party branch shall be included in the company’s budget and disbursed from the company’s management expenses. The company shall provide necessary conditions for the activities of the party organization.”
It is proposed to be revised as: “the company establishes the Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) Committee of the Communist Party of China (hereinafter referred to as” the Party committee of the company “) ）, play a leading role in the company. The company establishes the party’s working organization and is equipped with a certain number of party affairs staff. The party’s organizational structure and staffing are included in the company’s management organization and staffing. The party’s organizational work funds are included in the company’s budget and disbursed from the company’s management fees. ”
2、 It is proposed to add after article 107 of section 2 of Chapter V: “Article 108 when the board of directors decides on major matters of the company, it shall listen to the opinions of the Party committee of the company in advance.” (the serial number of the subsequent articles shall be postponed successively) III. The original content of Chapter VIII is: “Chapter VIII general Party branch
Article 162 the general Party branch of the company shall be established with the approval of the superior party committee according to the management authority. In accordance with the constitution of the Communist Party of China and the regulations and requirements of the superior party committee, the general Party branch is responsible for the party construction of the enterprise, and is responsible for directly educating party members, managing party members, supervising party members, organizing the masses, publicizing the masses, rallying the masses and serving the masses. Members of the general Party branch shall be elected by the general meeting of all Party members of the general Party branch.
Article 163 the general Party branch is the basic organization of the party, and its work shall follow the following principles:
(i) Adhere to the party’s leadership and ensure the implementation of the party’s theory, line, principles and policies.
（2） Adhere to the comprehensive and strict management of the party, carry out work in accordance with the party constitution and other inner-party laws and regulations, and cooperate with the superior party committee to implement the responsibility of managing the party.
（3） Adhere to democratic centralism and ensure the vitality of the general Party branch and the unity of the party.
（4） We will continue to play the role of a fighting fortress, promote the work of the general Party branch around the production, operation and management of enterprises, and take improving enterprise efficiency, enhancing enterprise competitiveness and maintaining and increasing the value of state-owned assets as the starting point and foothold of Party building.
Article 164 responsibilities of the general Party branch:
(i) Study and publicize the party’s line, principles and policies, national laws and regulations, as well as the spirit of the decisions, resolutions and instructions of the superior party committee, so as to ensure the implementation in the enterprise. （2） Organize party members to seriously study Marxism Leninism, Mao Zedong thought, Deng Xiaoping theory, the important thought of “Three Represents”, the scientific outlook on development, Xi Jinping the thought of socialism with Chinese characteristics in the new era, the party’s basic theory, basic line and basic strategy, the party’s basic knowledge, science, culture, law and professional knowledge.
（3） Educate, manage, supervise and serve party members, improve the quality of Party members, strengthen their ideals and beliefs, enhance the cultivation of party spirit, strictly enforce the party’s organizational life, maintain and implement party discipline, and supervise Party members to earnestly fulfill their obligations.
（4） Keep close contact with the masses, often understand the criticism and opinions of the masses on Party members and the party’s work, safeguard the legitimate rights and interests of the masses, and do a good job in the ideological and political work of the masses; establish and improve the democratic management system in the form of employee congress, and safeguard the legitimate rights and interests of employees.
（5） We will promote the openness of party affairs and open up channels for Party members to participate in inner-party affairs, supervise Party organizations and cadres, and put forward opinions and suggestions to Party committees at higher levels.
（6） We should educate and train activists who want to join the party, do a good job in recruiting party members regularly, and pay attention to recruiting party members at the front line of work and among young people.
（7） Supervise Party members and cadres to strictly abide by Party discipline and state law, strictly enforce political discipline and political rules, and implement the main responsibility for building a clean and honest government; educate Party members and the masses to consciously resist bad tendencies and resolutely combat all kinds of illegal and criminal acts.
（8） Strengthen the party building of subordinate enterprises, regularly listen to the work reports of each party branch of the company, analyze and study the work of the Party branch, review the work plan and summary of the Party branch, do a good job in the inspection, evaluation and assessment of the work of the Party branch, and change the term on time.
（9） Complete other tasks assigned by the superior party committee.
Article 165 the Secretary of the general Party branch and the members of the general Party branch shall give full play to their role in supervising and controlling the major decision-making matters of the company, and strive to promote the political construction, ideological construction, organization construction, style construction, discipline construction and system construction of the enterprise. The Secretary of the general Party branch and members of the general Party branch who concurrently serve as directors and members of the management team shall implement the decisions of the superior party committee, express their opinions at the meetings of the board of directors and the management team according to the decisions of the superior party committee, and report the implementation to the superior party committee. The Secretary of the general Party branch who does not concurrently serve as a director or a member of the management team shall attend the board of directors and the management team meeting as nonvoting delegates and remind the board of directors and the management team of the decisions made by the board of directors and the management team that violate the decisions of the superior party committee. If the board of directors and the management team refuse to correct, they shall report to the superior party committee in time. ”
It is proposed to be revised as: “Chapter VIII Party committee
Article 163 the Party committee of the company shall be established with the approval of the superior party organization according to the management authority. The Party committee of the company is
The company plays a leading role, undertakes the responsibility of strictly managing the party, implements the main responsibility of building a clean and honest government, is responsible for ensuring and supervising the implementation of the principles and policies of the party and the state and the resolutions of superior party organizations in the company, studies and discusses major issues of the enterprise, implements the principle of Party managing cadres and talents, and adheres to and improves the leadership system of two-way entry and cross appointment, Strengthen the supervision of enterprise leaders, and lead the enterprise’s ideological and political work, spiritual civilization construction, trade unions, the Communist Youth League and other mass organizations.
Article 164 the Party committee of the company shall establish a Discipline Inspection Committee (hereinafter referred to as the “company discipline inspection committee”),
Be responsible for implementing the supervision responsibility of building a clean and honest government, and performing the party’s responsibilities of discipline review and discipline supervision.
Article 165 the number of secretaries, deputy secretaries and members of the company’s Party committee and Discipline Inspection Commission shall be in accordance with the party committees at higher levels
The committee approves the establishment and is elected or appointed in accordance with the constitution of the Communist Party of China and other relevant provisions.
Article 166 the Party committee of the company implements the collective leadership system and shall follow the following principles in its work:
(i) Adhere to the party’s leadership and ensure the implementation of the party’s theory, line, principles and policies;
（2） Adhere to the comprehensive and strict governance of the party, carry out work in accordance with the party constitution and other inner-party laws and regulations, and implement the responsibility of the company’s Party Committee for managing the party;
（3） Adhere to democratic centralism to ensure the vitality of the company’s Party committee and the unity of the party;
（4） Adhere to the unity of the leading role of the company’s Party committee and the exercise of functions and powers by the board of directors and the management according to the articles of association, and translate the party’s ideas into the decisions of the board of directors or the management through legal and democratic procedures.
Article 167 the Party committee of the company shall discuss and decide the following matters:
(i) Study the party’s line, principles and policies, national laws and regulations, and the spirit of important meetings, documents, decisions, resolutions and instructions of higher Party committees and governments, and study and implement measures;
（2） Study and decide to strengthen and improve the party’s ideological, organizational, work style, anti-corruption and system construction;
（3） Implement the principles of the party managing cadres and talents, improve the selection and employment mechanism to meet the requirements of the modern enterprise system and market needs, determine standards, standardize procedures, participate in investigation and recommend candidates, and build a team of high-quality managers and talents;
（4） Study and decide on the important work, important documents and important instructions deployed in the name of the company’s Party committee, and examine and approve the important matters proposed and agreed by the party organizations of subordinate enterprises;
（5） Study and decide on the annual work ideas and work plans of the company’s Party committee, and important matters in the construction of grass-roots party organizations and Party members;
（6） Study and decide on the construction of Party style and clean government and anti-corruption work, and implement the main responsibility for the construction of Party style and clean government;
（7） Study and decide on major issues in the construction of the company’s staff, spiritual civilization, enterprise culture and maintaining harmony and stability;
（8） Other matters to be studied and decided by the Party committee of the company.
Article 168 the Party committee of the company shall study and discuss the following matters:
(i) The company’s development strategy and medium and long-term development plan;
（2） The company’s production and operation policy;
（3） Principled and directional issues in the company’s major investment and financing, guarantee matters, asset reorganization, property right change, major asset disposal, capital operation and other major decisions;
（4） Formulation and modification of important reform plans of the company;
（5） The merger, division, change and dissolution of the company, the establishment and adjustment of internal management organization, and the establishment and cancellation of subordinate enterprises;
（6） Draft articles of association and amendment plan of articles of association of the company;
（7） Selection, assessment, salary, management and supervision of middle and senior management personnel of the company;
（8） Major issues related to the vital interests of employees submitted to the employee congress for discussion;
（9） Important measures taken by the company in terms of safety production, maintaining stability and other aspects related to corporate political responsibility and social responsibility;
（10） Other “three important and one major” issues that the board of directors and the management team believe should be submitted to the company’s Party Committee for discussion.
Article 169 adhere to the procedure of “party first and then submission”. Stable reform and development of related enterprises
For the “three important and one big” issues, the board of directors and the management team shall submit them to the company’s Party Committee for discussion and research before making decisions. The company’s Party committee shall hold a meeting to discuss and put forward opinions and suggestions, and then submit them to the board of directors and the management team for decision-making according to the procedures.
The Party committee of the company formulates special rules of procedure and relevant supporting work systems to ensure scientific decision-making, efficient operation and full performance of responsibilities. ” (the serial numbers of subsequent clauses shall be extended accordingly)
The above amendments shall not take effect until they are deliberated and approved by the general meeting of shareholders of the company.
Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) board of directors
December 14, 2001
