Securities code: China Pacific Insurance (Group) Co.Ltd(601601) securities abbreviation: China Pacific Insurance (Group) Co.Ltd(601601) Announcement No.: 2022008 important tips
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.
China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd
Announcement on Amending the articles of Association
The 15th meeting of the ninth board of directors of the company was held in Shanghai on March 25, 2022. The meeting deliberated and adopted the proposal on Amending the articles of association of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. see the annex comparison table of articles of association amendment of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. for details.
Except for the above amendments, other provisions of the current articles of association of the company remain unchanged.
The board of directors of the company agrees to submit the above proposal to the general meeting of shareholders of the company for deliberation, which shall be approved by more than two-thirds of the voting rights held by all shareholders (including shareholders' agents). The articles of association shall be submitted to Bank Of China Limited(601988) Insurance Regulatory Commission for approval after being deliberated and approved by the general meeting of shareholders.
It is hereby announced.
Annex: comparison table of revised articles of association of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd
Board of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. March 28, 2022
enclosure:
Comparison table of revised articles of association of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd
Contents of the articles of association after revision
Record of formulation and amendment of articles of Association
Order of meeting resolution no. Name of approval
Item No. time No. time
Seal: China The Pacific Securities Co.Ltd(601099) insurance company's reply on the establishment of China The Pacific Securities Co.Ltd(601099) insurance company in 1991 and the reply on the establishment of the first insurance company of China The Pacific Securities Co.Ltd(601099) Cheng 1991 insurance company The Pacific Securities Co.Ltd(601099) insurance company on April 25 (reply of the first board of directors of the company in April 1, 1991) (prepared by the first time of the board of directors [1991] No. 149)
First meeting scheduled for 25th (Yinfu [1991] meeting)
149)
... China The Pacific Securities Co.Ltd(601099) Insurance Regulatory Commission's notice on China's second 2020 insurance (Group) shareholder The Pacific Securities Co.Ltd(601099) insurance (Group) Reply of the The Pacific Securities Co.Ltd(601099) Commission of the people's Republic of China on the revision of Chapter II 2020 insurance (Group) Pingyang insurance of China Pacific 21 Co., Ltd. on August 21 (collective revision date: the first process in 2020) (interim general meeting of shareholders of Yinbao Jianfu 20 years 8 Co., Ltd. [2020] No. 932)
On January 21, the company revised chapter II of the company in 2020, China The Pacific Securities Co.Ltd(601099) Insurance Regulatory Commission's reply on the first interim share program of China Insurance Regulatory Commission (bank 112021 insurance (Group) shareholder The Pacific Securities Co.Ltd(601099) insurance (Group)) The CIRC Reply of the general meeting of the shareholders of dingdong group was revised 22 times (May 28, limited company amended the articles of association [2020] No. 932) and the reply of the shareholders in 2020 was revised by the CBRC reply
General assembly [2021] No. 721
Contents of the articles of association after revision
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and to regulate the organization and conduct of the company, Article 1 shall act in accordance with the company law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the "company law") and the company law of the people's Republic of China (hereinafter referred to as the "company law") The securities law of the people's Republic of China (the securities law of the people's Republic of China) (hereinafter referred to as the "Securities Law"), the insurance law of the people's Republic of China (hereinafter referred to as the "insurance law"), the articles of association of the Communist Party of China (hereinafter referred to as the "party" and the "insurance law") The articles of association of the Communist Party of China (hereinafter referred to as the "party constitution"), the special provisions on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the "special provisions") of the State Council, the China Securities Regulatory Commission (hereinafter referred to as the "China Securities seal") The State Council's "on overseas offering of shares by joint stock limited companies and the China Securities Regulatory Commission"), the necessary provisions of the articles of association of overseas listed companies, the guidelines for the articles of association of listed companies and the special provisions on listing (hereinafter referred to as the "special provisions"), the China securities market corporate governance standards The guiding opinions on regulating the governance structure of insurance companies (for Trial Implementation), the necessary provisions on regulating the municipal articles of association of insurance companies, the guidelines for the articles of association of listed companies, the opinions on the articles of association of listed companies and the guidelines for the articles of association of insurance companies Bank Of China Limited(601988) Insurance Regulatory Commission (based on the corporate governance standards), China Insurance Regulatory Commission (hereinafter referred to as "China Insurance Regulatory Commission"), the corporate governance standards of banking and insurance institutions The articles of association are formulated in accordance with the guiding opinions of the United Nations Insurance Regulatory Commission of Hong Kong on regulating the governance structure of insurance companies (the stock exchange of Hong Kong Limited (hereinafter referred to as "the stock exchange of Hong Kong"), the Securities Listing Rules (hereinafter referred to as "the Listing Rules") and other relevant laws and regulations.
The articles of association are formulated in accordance with the law of the people's Republic of China, the opinions on regulating the articles of association of insurance companies, the guidelines for the articles of association of insurance companies, the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the "stock exchange of Hong Kong") (hereinafter referred to as the "Listing Rules") and other relevant laws and regulations.
According to the provisions of the party organization law and the company organization law of the people's Republic of China (hereinafter referred to as "Chapter VIII of the party organization law"), the activities are carried out in accordance with the provisions of the party organization law and the company organization law of the people's Republic of China. The company shall carry out party activities for the of the party organization. The company shall provide necessary conditions for the activities of the party organization. Provide necessary conditions for activities.
The party organization is an organic part of the corporate governance structure of the company, and the Party group Party organization is an organic part of the corporate governance structure of the company. The institutional setting of the party organization, the institutional setting of the vocational organization, the division of responsibilities and work tasks are incorporated into the division of responsibilities of the company's management body, and the work tasks are incorporated into the company's management system, management system and work norms.
System, management system and work specification. The company shall adhere to and improve the leadership system of two-way entry and cross appointment, and establish a qualified party group
Contents of the articles of association after revision
The company shall adhere to and improve the leadership system of two-way entry and cross employment, and the members of the organization and the members of the board of directors, the board of supervisors and the senior management can cross employment. The company's party organization has one secretary and several deputy secretaries and other members of the qualified party organization members, the board of directors, the board of supervisors and the senior management. The Secretary of the party organization and the chairman of the board of directors shall be held by one person, and the members of the executive level may hold cross posts. The Secretary and chairman of the party organization shall be held by one person. The president of the Party member serves as the Deputy Secretary of the party organization.
The party organization plays a political and leadership core role in the company. The party organization plays a political core role in the company. When making decisions on major issues of the company, the board of directors should first listen to the core role of the party organization of the company, focusing on the political direction, leading group, basic system, major decisions and Party construction, involving national macro-control, national development strategy National security and others should assume the responsibility of strictly managing the party. The company adheres to the organic unity of strengthening the party's leadership and improving corporate governance. For major business and management matters, the board of directors takes the research and discussion opinions of the party organization as the major issues of the company. It should first listen to the opinions of the company's party organization, which involves the important decision-making basis of national macro-control, and make decisions accordingly. For major business and management matters such as control, national development strategy and national security, the board of directors takes the research and discussion opinions of the party organization as an important decision-making basis and makes decisions accordingly.
Article 11 the directors, supervisors and senior managers of the company shall be approved by the Bank Of China Limited(601988) Insurance Regulatory Commission. The Regulatory Commission shall approve the qualifications of the CBRC.
The term "senior managers" as mentioned in the articles of association refers to the executive director, President, vice president, general manager, vice president, general actuary, general auditor, general counsel, chief accountant, general auditor, general counsel, chief risk officer, chief technology officer, chief investment officer, risk officer, chief technology officer, chief investment officer, Secretary of the board of directors The Secretary of the board of finance, the person in charge of finance, the person in charge of compliance and the person in charge of audit, as well as the person in charge, the person in charge of compliance and the person in charge of audit determined by the board of directors, as well as other management personnel determined by the board of directors.
Other management personnel. Executive director refers to a director who, in addition to serving as a director, also undertakes other senior management of operation and management in the company. Executive director refers to a director who, in addition to serving as a director, also holds other positions and responsibilities of business personnel in the company, or whose wages and benefits are paid by the company.
A director who holds a managerial position or whose salary and benefits are paid by the company.
Article 30 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company, the directors, supervisors and senior managers of the company, and the shareholders holding more than 5% of the shares of the company shall sell the shares of the company held by their own managers and shareholders holding more than 5% of the shares of the company within 6 months after buying, Or within 6 months after the sale, the shares or other equity securities are sold within 6 months after the purchase, or within 6 months after the sale
Contents of the articles of association after revision
If the company buys again within a month, the proceeds will belong to the company. If the board of directors of the company buys again within a month, the proceeds will belong to the company. The board of directors of the company will recover its income and its income. However, after-sales earnings of securities companies due to underwriting purchase. However, if a securities company holds more than 5% of the shares and more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the 6-month time limit, and under other circumstances prescribed by the CSRC, the sale of the shares is not subject to the 6-month time limit. Except the system.
The board of directors of the company does not comply with
