Securities code: China Merchants Securities Co.Ltd(600999) securities abbreviation: China Merchants Securities Co.Ltd(600999) No.: 2022017
China Merchants Securities Co.Ltd(600999)
Announcement on Amending the articles of Association
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 constitution of the Communist Party of China, the opinions on strengthening the party’s leadership in improving corporate governance by central enterprises, and the reply of the State Council on adjusting the notice period applicable to the convening of shareholders’ meetings of overseas listed companies (Guo Han [2019] No. 97) Guidelines for the articles of association of listed companies (revised in 2022), listing rules of Shanghai Stock Exchange (revised in 2022), regulations on the incorruptible practice of securities and futures operating institutions and their staff (order of CSRC [No. 145]), detailed rules for the implementation of the incorruptible practice of securities operating institutions and their staff (Zhong Zheng Xie Fa [2020] No. 32) Evaluation indicators for cultural construction practice of securities companies, norms for the protection of investors’ rights and interests of securities companies, guidelines for reputation risk management of securities companies, announcement on canceling or adjusting some administrative examination and approval items of securities companies (CSRC announcement [2020] No. 18) The company plans to revise the articles of association according to the actual situation of the notice on institutional supervision (No. 16 and No. 70 in 2020), the measures for the formulation and management of the articles of association of state-owned enterprises, the management specifications for private investment fund subsidiaries of securities companies and China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company). See the annex for the revision of specific terms. The above amendments to the articles of association have been deliberated and approved at the 15th meeting of the 7th board of directors of the company, and need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
China Merchants Securities Co.Ltd(600999) March 27, 2022 Annex: comparison table between old and new articles of association changes of China Merchants Securities Co.Ltd(600999) articles of Association
enclosure
China Merchants Securities Co.Ltd(600999) comparison table between old and new articles of Association
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Article 5 company domicile: Futian District, Shenzhen Article 5 company domicile: Futian District, Shenzhen is revised according to the industrial and commercial registered address, and there is no material change
No. 111, Huayi Road, No. 111, Fuhua 1st Road, Tiantian Street
Postal Code: 518046 postal code: 518046
Tel: 075582943666 Tel: 075582943666
Fax: 075582943100 Fax: 075582943100
Article 10 according to the constitution of the Communist Party of China Article 10 according to the constitution of the Communist Party of China
Set up the organization of the Communist Party of China. The Party committee plays a leading role in setting up the organization of the Communist Party of China. The Party committee plays a leading role. According to the constitution of the Communist Party of China, the opinions on guiding the core and political core role of central enterprises, guiding the direction, managing the overall situation and promoting the implementation. The company ensures the implementation of the opinions on strengthening the party’s leadership in improving corporate governance. The company shall establish the working organization of the party, establish the working organization of the party, and equip a sufficient number of statements in the party. A sufficient number of party affairs staff to ensure the party organization’s work staff and the party organization’s work funds. Working expenses.
Article 16 the company can set up a wholly-owned subsidiary. Article 16 the company can set up a wholly-owned subsidiary. The China Securities Association will issue the company on December 30, 2016 to carry out direct investment business; The company can set up a wholly-owned company to carry out private investment fund business; The company may establish the regulations on the management of private equity investment fund subsidiaries of securities companies. Subsidiaries carry out investment in financial products and other alternative investments. Wholly owned subsidiaries carry out investment in financial products and other alternative investments. The regulations on direct investment business of securities companies are the same as the regulations
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Capital business; The company can set up a wholly-owned subsidiary to carry out certificate investment business; The company may establish a wholly-owned subsidiary, which shall be abolished at the time of opening. According to the relevant requirements of the new norms, the names of securities asset management business and its securities asset management business approved by the regulatory authorities and the approval business approved by the regulatory authorities shall be modified.
His business. Other businesses.
Article 18 the goal of corporate culture construction is to increase the relevant core values of the culture of the securities industry and actively fulfill the social statement according to the requirements of the CSRC and the Securities Industry Association on “securities companies around the implementation of the cultural construction practice evaluation of” compliance, integrity, professionalism and stability “.
Responsibility, protect the legitimate rights and interests of investors and adhere to sustainable development
Development concept, guide and promote the high-quality development of the company.
Article 42 directors, supervisors and senior managers of the company Article 43 the company holds 5% of the company’s management personnel, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers in accordance with Article 30 of the guidelines for the articles of association of listed companies (revised in 2022), Six months after the purchase of the company’s shares held by them, the members sell the company’s shares held by them or other shareholders, directors, supervisors and senior managers within six months, or sell the securities with the nature of buying rights within six months after the sale, or some of the company’s shares or other income with the nature of equity, and the income from this shall belong to the company, The directors of the company buy the securities again within six months after the sale, and the securities received therefrom are sold within six months after the purchase, or the proceeds will be recovered after the sale.
However, since the interests of the securities company are owned by the company, the board of directors of the company will buy it again within six months after recovering its income, and the income from this will belong to the company’s underwriting, purchasing the remaining after-sales shares and holding 5% of the income. However, the board of directors of the company will recover the income from the remaining after-sales company acquired by the securities company due to underwriting. If the above shares are sold, if the securities company holds more than 5% of the shares without being affected by the remaining shares for six months, the securities company shall sell the remaining shares after the purchase and sale
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Restrictions. The stock is not subject to a six-month time limit. Except for those who hold more than 5% of the shares and other circumstances specified by the directors, supervisors, senior managers and the CSRC as mentioned in the preceding paragraph of China.
Shares held by natural person shareholders or other securities with the nature of directors, supervisors, senior managers and rights as mentioned in the preceding paragraph, including shares held by their spouses, parents and children, or other shares or securities with the nature of equity held by natural person shareholders and held in other people’s accounts, including their spouses, parents Children hold other equity securities. Some and the shares held in other people’s accounts or other securities of equity nature not provided by the board of directors of the company in accordance with paragraph 1 of this article.
In case of execution, the shareholders have the right to require the board of directors to execute within 30 days. If the board of directors of the company fails to execute in accordance with the provisions of the first paragraph of this article, the board of directors of the company shall execute in accordance with the provisions of the preceding paragraph. If the board of directors of the company fails to execute within the above period, the shareholders have the right to require the board of directors to execute within 30 days, and the shareholders have the right to require the board of directors to execute within 30 days. If the company is public, shareholders have the right to act in their own name for the benefit of the company. If the board of directors of the company fails to implement within the above-mentioned time limit, and the board of directors of the company fails to implement within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people’s court. Shareholders have the right to bring a lawsuit directly to the board of directors of the company in their own name for the interests of the company, and not to the people’s court in accordance with the provisions of paragraph 1 of this article.
Bring a lawsuit in the people’s court. If the company’s board of directors fails to comply with the provisions of paragraph 1 of this article, the board of directors of the company does not comply with the provisions of paragraph 1. In case of execution, the responsible directors shall be jointly and severally liable in accordance with the law. In case of execution, the responsible directors shall be jointly and severally liable in accordance with the law.
Ren.
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Article 53 three days before the shareholders’ meeting, Article 54 laws, regulations According to the provisions of the State Council on adjusting the applicable benchmark date documents for overseas listing within 10 days or the company’s decision to distribute dividends, and the notice period of the company’s securities regulatory agency in the place where the company’s securities are listed to convene the general meeting of shareholders, it is not allowed to carry out the registration of suspension of share transfer by institutions and exchanges due to share transfer within five days before approval (Guo Han [2019] No. 97) : agree to register the change in the register of shareholders in China. If there are provisions on the period of registration, such provisions shall prevail. If there are other provisions on the notice period, shareholders’ proposal right and convening of the shareholders’ meeting of the securities regulatory authority in the place where the company’s securities are listed, those provisions shall prevail. The requirements of the procedure are uniformly applicable to the relevant provisions of the company law of the people’s Republic of China, The provisions of Articles 20 to 22 of the special provisions of the State Council on overseas share offer and listing of joint stock limited companies shall no longer apply, That is, the original requirement of 45 days’ notice of the meeting is cancelled, and the content of this clause is no longer applicable.
Article 60 the common shareholders of the company enjoy the following rights: Article 61 the common shareholders of the company enjoy the rights listed in the guidelines for the articles of association of listed companies (revised in 2022): the following rights: Article 33 The shareholders of the company enjoy the following rights:
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(VII) company merger made at the general meeting of shareholders, (VII) company merger and division made at the general meeting of shareholders
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