Securities code: Sinochem International Corporation(600500) securities abbreviation: Sinochem International Corporation(600500) No.: 2022025
Bond Code: 175781 bond abbreviation: 21 Sinochem G1
Bond Code: 188412 bond abbreviation: Sinochem gy01
Bond Code: 185229 bond abbreviation: 22 Sinochem G1
Sinochem International Corporation(600500) (holding) Co., Ltd
Announcement on Amending the articles of association and 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 major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as “the company”) held the 24th Meeting of the 8th board of directors on April 14, 2022, deliberated and adopted the proposal on Amending the articles of association and the rules of procedure of the board of directors. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other relevant laws and regulations, and in combination with the actual situation of the company, the company further improves the corporate governance structure. The company plans to amend the relevant provisions of the articles of association and the rules of procedure of the board of directors. The specific amendments are as follows: I. the amendments to some provisions of the articles of association are as follows:
Serial number before revision after revision
Article 7 the registered capital of the company is the people’s Bank of China Article 7 the registered capital of the company is the people’s Bank of China
1 coin 2765916472 yuan. RMB 2765166472.
Article 20 the total number of shares of the company is
2765916472 shares, 2765166472 shares,
The share capital structure of the company is: common stock. The share capital structure of the company is: common stock
2765916472 shares. 2765166472 shares.
Article 109 the board of Directors consists of 7 directors. Article 109 the board of Directors consists of 7 directors, of which independent directors account for 3% of the directors, and the proportion of external directors shall not be less than 3% in any case, and the proportion of independent directors shall be one of the majority. In any case, it shall not be less than one third.
Article 111 the board of directors shall exercise the following functions and powers:
The following functions and powers: (I) convene the general meeting of shareholders and report to the shareholders; (I) convene the general meeting of shareholders and report to the general meeting of shareholders;
Report on the work of the East Asian Conference
… the board of directors of the company sets up an audit and risk committee, the board of directors of the company sets up an audit and risk committee, and sets up relevant expert committees as needed, and sets up relevant professional committees as needed, including strategy committee, industry committee, including strategy committee, nomination and corporate governance Committee Remuneration nomination and Corporate Governance Committee, remuneration and assessment committee, sustainable development committee and assessment committee. Professional committee members’ meeting. The professional committee shall be responsible to the board of directors. The board of directors shall perform its duties in accordance with the articles of association and the responsibilities of the directors, and in accordance with the articles of association and the authorization of the board of directors. The proposal shall perform its duties, and the proposal shall be submitted to the directors and submitted to the board of directors for deliberation and decision. The Professional Committee deliberates and decides. The members of the professional committee are all composed of directors, all of whom are composed of directors, and the external directors should be the audit and risk committee, the nomination and Accounting Committee, including the audit and risk committee, the corporate governance committee, the remuneration and assessment committee, the nomination and Corporate Governance Committee Independent directors account for the majority of the Committee and assume the remuneration and assessment. Independent directors in the Committee act as the convener, while the audit and risk committee accounts for the majority and acts as the convener. The convener of the audit and risk committee is an accounting professional, that is, the convener of the risk committee is an accountant with professional qualifications, or a qualified person, that is, an accountant with professional qualifications
Be qualified in accounting or related financial management, or have appropriate accounting or related personnel. The board of directors is responsible for formulating professional financial management professionals. The working procedures of the Committee of the board of directors shall be standardized, and the professional committee shall be responsible for formulating the working rules of the professional committee
The operation of the Council. To standardize the operation of professional committees.
2、 Some provisions of the rules of procedure of the board of directors are revised as follows:
Serial number before revision after revision
Article 2 the board of Directors consists of seven directors. Article 2 the board of Directors consists of seven directors, of which the proportion of independent directors is%, and the proportion of external directors is more than 1
In any case, the number of independent directors shall not be less than one-third, and the proportion of independent directors shall not be less than one-third. Not less than one-third in all cases.
Article 4 the board of directors of the company shall establish an audit committee, a strategy committee, a risk Promotion Committee, a strategy committee, a name and Corporate Governance Committee, a compensation and nomination and Corporate Governance Committee, a salary assessment committee and a sustainable development committee.
Professional committee meeting. The professional committee is responsible to the board of directors
Be responsible to the board of directors. According to the articles of association and responsibilities, and according to the articles of association and the authorization of the board of directors, the proposal shall perform its duties. The proposal shall be submitted to the directors and shall be submitted to the board of directors for deliberation and decision. The meeting deliberated and decided.
The members of the professional committee are all directors, and the members of the professional committee are all directors 2
Composition, in which the audit and risk committee shall be composed and the external directors shall account for the majority. Among the board of directors, the nomination and Corporate Governance Committee, the audit and risk committee and the nomination and corporate remuneration and assessment committee, the independent director governance committee and the remuneration and assessment committee shall account for the majority and serve as the convener, The independent directors in the board of auditors account for the majority and act as the convener of the audit and risk committee. The accounting professionals of the audit and risk committee, i.e. those with accounting expertise, the convener is an accounting professional, i.e. qualified, or have appropriate accounting or relevant professional qualifications, or have appropriate relevant financial management professionals. Accounting or related financial management professionals.
The revised articles of association and rules of procedure of the board of directors have been disclosed on the website of Shanghai Stock Exchange on the same day. The above amendments need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Board of directors of Sinochem International Corporation(600500) (holding) Co., Ltd. April 16, 2022
