Securities code: 002926 securities abbreviation: Huaxi Securities Co.Ltd(002926) Announcement No.: 2021-065 Huaxi Securities Co.Ltd(002926)
Announcement on resolutions of the 10th meeting of the third board of directors in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as "the company") ）The notice of the 10th meeting of the third board of directors in 2021 was sent by e-mail on December 21, 2021. The meeting was held on December 28, 2021 through the combination of on-site meeting of the company's headquarters and remote video. Among the 10 directors who should attend the meeting, 10 actually attended the meeting. Among them, director Xiang Lijun entrusted director Lu Jianxiong in writing to attend the meeting and exercise voting rights on his behalf, independent director Zhang Qiaoyun entrusted independent director Zeng Zhiyuan in writing to attend the meeting and exercise voting rights on his behalf. The supervisor and some senior managers of the company attended the meeting as nonvoting delegates, and Chairman Lu Jianxiong presided over the meeting. The convening, convening and voting procedures of this meeting comply with the provisions of the company law and other relevant laws and regulations and the articles of association.
The board of directors considered the proposals listed in the meeting notice, and all voting proposals were passed. The resolutions are as follows:
1、 Proposal on Amending the articles of Association
Voting results: ten votes in favor, none against and no abstention.
The board of directors agreed to amend the relevant provisions of the articles of association in accordance with the cultural requirements of the securities industry of "compliance, integrity, professionalism and stability".
The specific amendments are as follows:
Description before and after revision
Article 171 the board of supervisors article 171 the board of supervisors shall exercise the following functions and powers: the new board of supervisors under article 171 shall exercise the following functions and powers:... Add sub item (12).... (12) undertake the duties of supervision and balance in the work of cultural construction; The remaining minor items remain unchanged.
……
Chapter VII party organization and Party Chapter VII party organization, Party construction and cultural construction Chapter VII Title Change
Construction work
Article 183 the functions and powers of the Party committee of the company include:
Article 183 the company... The functions and powers of the new Party committee under Article 183 include: (VIII) the Party committee of the company is the highest decision-making mechanism for the management of the company's corporate culture. Add sub item (VIII) and its... Structure, which is responsible for making decisions on major issues of corporate culture; the remaining sub items remain unchanged.
……
Section IV Construction of corporate culture
Article 186 corporate culture construction objectives: according to the company's development
Stage and business objectives, in accordance with the principle of "compliance, integrity, professionalism and stability"
The securities industry culture constructs its own corporate culture and unifies the company's top and bottom to enterprise
The understanding of business culture and the integration of cultural and spiritual connotation into the management system and daily business. New chapter VII and Section IV: - business and practice behavior. Article 186 and Article 187 the board of directors, the company's Party committee and various departments and groups shall be established
We will build an organizational structure for cultural construction and give full play to the supervision, checks and balances of the board of supervisors
Fully understand the significance of industry culture construction and deeply understand the new era
The core concept and important connotation of the culture of the securities industry should be accelerated by taking multiple measures at the same time
We will promote the cultural construction of the securities industry and provide a basis for the long-term, stable and healthy development of the capital market
For value guidance and spiritual support.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Proposal on formulating the internal accountability of directors and supervisors of the company
Voting results: ten votes in favor, none against and no abstention.
In order to improve the corporate governance structure, improve the internal restriction and accountability mechanism, promote the directors and supervisors of the company to fulfill their duties, and improve the decision-making and operation management level of the company, the board of directors agreed to formulate the internal accountability of directors and supervisors of the company.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The internal accountability of directors and supervisors was disclosed on cninfo (www.cn. Info. Com.. CN) on the same day as this resolution.
3、 Proposal on the formulation of the company's performance appraisal and salary management system for directors and supervisors
Voting results: ten votes in favor, none against and no abstention.
In order to improve the assessment and salary management system of the company, improve the assessment and salary management mechanism of directors and supervisors with clear responsibilities and rights and clear rewards and punishments, and ensure that the directors and supervisors of the company perform their functions and powers according to law, the board of directors agreed to formulate the performance assessment and salary management system of directors and supervisors of the company.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The management system for performance appraisal and remuneration of directors and supervisors was disclosed on cninfo (www.cn. Info. Com.. CN) on the same day as this resolution.
4、 Proposal on Revising the company's risk management system
Voting results: ten votes in favor, none against and no abstention.
The board of directors agrees that the company shall revise the risk management system in accordance with the guidelines on reputation risk management of securities companies issued by China Securities Association.
5、 Proposal on the formulation of the company's measures for the administration of investor protection and the establishment of the company's Investor Protection Leading Group and working group
Voting results: ten votes in favor, none against and no abstention.
According to the code for the protection of investors' rights and interests of securities companies issued by China Securities Association, in order to establish and improve the management mechanism and system process related to the protection of investors' rights and interests, and promote the fair, just and honest treatment of all links of business transactions between investors and the company. The board of directors agreed that the company should formulate the management measures for investor protection and establish a leading group and working group for investor protection.
6、 Proposal on the company's new IT infrastructure Five-Year Plan (2022-2026)
Voting results: ten votes in favor, none against and no abstention.
In order to systematically strengthen the company's network security system and comply with the trend of digital transformation, combined with the 14th five year plan for scientific and technological development of securities and futures industry of China Securities Regulatory Commission, the company has formulated the five year plan for Huaxi Securities Co.Ltd(002926) it new infrastructure (2022-2026) on the basis of full analysis and research.
7、 Proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting results: ten votes in favor, none against and no abstention.
After deliberation and approval by the board of directors, the company will hold the first extraordinary general meeting of shareholders in 2022 at Chengdu headquarters on January 13, 2022. The general meeting of shareholders will consider the following proposals: the proposal on Amending the articles of association, the proposal on formulating the internal accountability of directors and supervisors, the proposal on formulating the duty performance assessment and salary management system of directors and supervisors, the proposal on Authorizing the company to issue domestic debt financing instruments Proposal on the election of non employee supervisors of the third board of supervisors of the company. The above proposals have been deliberated and adopted at the ninth meeting of the third board of directors in 2021, the tenth meeting of the third board of directors in 2021 and the fifth meeting of the third board of supervisors in 2021.
The board of directors heard the special inspection report on Huaxi Securities Co.Ltd(002926) anti money laundering.
Documents for future reference: resolutions of the board of directors signed by the attending directors and stamped with the seal of the board of directors.
It is hereby announced.
Huaxi Securities Co.Ltd(002926) board of directors
December 29, 2021
