Securities code: 601633 securities abbreviation: Great Wall Motor Company Limited(601633) Announcement No.: 2021-185
Convertible bond Code: 113049 convertible bond abbreviation: Changqi convertible bond
Great Wall Motor Company Limited(601633)
Announcement on Amending the articles of association and the rules of procedure of the board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or misrepresentations in the contents of this announcement
Major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Great Wall Motor Company Limited(601633) (hereinafter referred to as "the company" or "the company") on December 31, 2021
The 30th meeting of the 7th board of directors was held on August, and the proposal on Amending the articles of association and the relevant
In modification
< Great Wall Motor Company Limited(601633) 董事会议事规则>
According to the needs of the company's business development,
Make corresponding amendments to the company's business scope and the rules of procedure of the board of directors. The board of directors of the company believes that such amendments can
It can better assist the development of the company's main business and further ensure the company's compliant operation. For details, see
Below:
1、 Articles of Association
Revised original text
Article 12 Article 12
The business scope of the company shall be subject to the items approved by the company registration authority. The business scope of the company shall be subject to the items approved by the company registration authority. accurate Production of complete vehicles, auto parts, accessories and cutting tools, production, manufacturing, development, design, R & D and technical services, entrusted processing, manufacturing, development, design, R & D and technical services, entrusted processing, sales and related after-sales services and consulting services; Motorcycle R & D, sales and related after-sales service and consulting service; Motorcycle manufacturing, sales, manufacturing, sales and maintenance; Sales and maintenance of charging piles for new energy vehicles; Sales, installation and after-sales service of charging piles for new energy vehicles; Installation and after-sales service; Information technology services; Electronic equipment and information technology services; Manufacturing of electronic equipment and mechanical equipment (manufacturing of mechanical equipment limited by the state (except for products restricted and prohibited by the state and products with special or prohibited foreign investment and special provisions); (except for products specified in the mould); Mold processing and manufacturing; Steel casting processing and manufacturing; Design, manufacturing and sales of iron and steel castings and relevant after-sales design, manufacturing, sales and relevant after-sales services; Automobile repair; Services; Automobile repair; General cargo transportation, special transportation (Van), general cargo transportation, special transportation (Van), packaging, loading and unloading, packaging, loading and unloading and handling services; Warehousing and logistics (for those involving administrative license, handling service; for warehousing and logistics (for those involving administrative license, it shall be subject to license)
Operating with license); Freight forwarding agent; Trade agency; Export notarization (operation); Freight forwarding agent; Trade agency; Auto parts and accessories produced and purchased by the export company; Import and export of goods and technologies, self-produced and purchased auto parts and accessories; Import of goods and technologies (excluding distribution and goods exclusively controlled by the state, except those restricted by the state); Export (excluding distribution and goods exclusively controlled by the state; leasing of self owned houses and equipment restricted by the state; excluding lubricants, automobile clothing and automobile equipment); Lease of self owned houses and equipment; Sales of lubricating oil and steam decoration products; Internet retail; Food and beverage retail; Sales of daily-use car clothing and car decoration products; Internet retail; Food department store sales; Clothing retail, shoes and hats retail; Automobile information consulting service; Retail of products and beverages; Sales of daily necessities; Training in clothing retail, shoes and hats, automobile maintenance technology and related services; Hardware, electrical and electronic products retail; Wholesale and retail of clocks, glasses, bags, cosmetics and sanitary products; Used car distribution, car rental, licensing agency, jewelry, stationery, textiles and knitwear, musical instruments, transfer agency services; Power battery pack sales; Enterprise management consulting; Provide bicycle and other transportation equipment, sporting goods and equipment, household audio-visual chain management services; Application software service and sales; Conference and exhibition service equipment, computers, software and auxiliary equipment, household appliances and lighting services; Sales, leasing, maintenance, after-sales service and retail of station equipment and packaging; Automobile information consulting service; Automobile maintenance technology, scheme design and technical consultation; Manufacturing and sales of wooden containers; Training on waste and related services; Wholesale of hardware, electrical and electronic products, processing, recycling and sales of old metals, waste plastics, waste paper and other waste materials (excluding dangerous retail; second-hand car distribution, car rental, licensing agency, transfer waste and chemicals). (agency services subject to approval according to law; sales of power battery packs; enterprise management consulting; business activities can only be carried out after the approval of relevant departments for supply projects) chain management services; Application software service and sales; Conference and exhibition services; Leisure and sightseeing activities; Value added telecommunications services; Sales, leasing, maintenance, after-sales service, scheme design and technical consultation of station appliances and packaging; Manufacturing and sales of wooden containers; Processing, recycling and sales of waste metals, waste plastics, waste paper and other waste materials (excluding hazardous wastes and chemicals). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Authorize any executive director of the company to report to the relevant authorities on behalf of the company on the amendment and change of the articles of association
Handle Revision, application for approval, registration, filing and other related matters.
2、 Rules of procedure of the board of directors
Revised original text
Article 7 Article 7
Authority of the board of directors to supervise and inspect the development and operation of the company: the board of directors shall supervise and inspect the development and operation of the company (I) supervise the implementation of the company's development strategy; powers:
（2） Supervise and inspect the implementation of the company's annual financial budget and final accounts (I) supervise the implementation of the company's development strategy;
Performance; Check the completion of various plans; （2） Review the company's sustainable development and ESG related reports;
（3） Evaluate the company's business performance every year, and timely (III) supervise and inspect the company's annual financial budget and final accounts, present business problems, put forward improvement suggestions, and supervise the implementation of the company's senior managers; Check the completion of various plans;
Executive; （4） Evaluate the company's operating performance every year, and (IV) timely evaluate the company's plans to improve its operation and implementation efficiency, find out operating problems, put forward improvement suggestions, supervise the company's high results, and investigate major problems in the company's operating performance; Level management personnel;
（5） Identify the obstacles faced in the development of the company and detect the change of the company (5) timely evaluate the company's plan for improving operation and the implementation trend, and put forward suggestions on the development of the company; Effect, investigate the major problems in the company's operating performance; （6） Discuss all development opportunities and risks faced by the company to (VI) identify obstacles faced by the company in its development, detect changes in public and objective factors that have a wide impact on the company; Change the trend of the company and put forward suggestions on the revision of the company's development; （7） Ensure the smooth information exchange of the company, and (VII) discuss all development opportunities and risk evaluation faced by the company, so as to make these information accurate, complete and timely; Insurance, as well as changes in objective factors that have a wide impact on the company; （8） The management team of the company is required to ensure smooth information exchange after each production and operation meeting (8), and submit the minutes of production and operation meeting to the Secretariat of the board of directors. Conduct evaluation to ensure that the information is accurate, complete and can be provided in a timely manner;
（9） The management team of the company is required to submit the minutes of the production and operation meeting to the Secretariat of the board of directors after each production and operation meeting.
Article 9 article 9
The board's powers of supervision and inspection on the development and operation of the company include:
(i) Supervise the implementation of the company's annual financial budget, and inspect (I) supervise the implementation of the company's annual financial budget and the completion of various plans; Check the completion of various plans;
（2） Regularly evaluate the company's business performance and put forward improvement (2) review the company's sustainable development and ESG related plans, and supervise the implementation of the company's management; Report and monitor the progress of sustainable development;
（3） Regularly evaluate the company's business performance, put forward (3) discuss the development opportunities and risks faced by the company, study the improvement plan, and supervise the implementation of the company's management; Changes in various objective factors affecting the company, identify the development of the company (IV) discuss the development opportunities and risks faced by the company, obstacles faced in the research, analyze the change trend of the company, put forward changes in various objective factors affecting the company in the research of the company's development strategy, and identify the correction scheme of the strategy; Obstacles faced in the development of the company, analyze the change trend of the company, and propose (4) to review the internal and external development strategy of the company and its subsidiaries at least once a year; Whether the monitoring system of the Department is effective, and report to the shareholder (V) at least once a year in the corporate governance report that the company and its subsidiaries have completed the relevant review. The review should cover the effectiveness of all important internal control systems, and report to shareholders that the review has been completed in the monitoring of the corporate governance report, including financial monitoring, operation monitoring and compliance monitoring. The review should cover the risk management function. Cover all important monitoring aspects, including financial monitoring, operation monitoring, compliance monitoring and risk management functions.
Article 17 Article 17
The board of directors of the company has a strategy committee, an audit committee, and the board of directors of the nominating company has a strategy and Sustainable Development Committee, an audit committee and a Remuneration Committee. The board of directors may establish other committees, nomination committees and remuneration committees as necessary. The board of directors may select special committees and adjust existing committees. The special committee studies the establishment of other special committees and the adjustment of existing members according to professional needs, and puts forward opinions and suggestions for the decision-making of the board of directors. meeting. The special committee conducts research on professional matters and proposes that the special committee is composed of all directors, of which the members of the audit committee have full views and suggestions for the decision-making of the board of directors. All departments of the special committee are non-executive directors, and the independent non-executive directors account for the majority and serve as the convener. The members of the audit committee are all non-executive directors. At least one independent non-executive director in the audit committee is a director of the board of directors, and the independent non-executive directors account for the majority and serve as the convener and audit professionals. At least one independent non-executive director of the Accounting Committee is an accounting professional.
Article 18 article 18
The main responsibilities of the strategy committee are: the main responsibilities of the strategy and sustainable development committee are:
(i) (I) study and make suggestions on the company's long-term development strategy and major investment decisions; Conduct research and make suggestions;
（2） (2) to study and make suggestions on major investment and financing parties subject to the approval of the board of directors;
