Beijing Hualubaina Film&Tv Co.Ltd(300291)
Comparison table of amendments to the articles of Association
In accordance with the provisions of the company law of the people's Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, and after deliberation and approval by the Beijing Hualubaina Film&Tv Co.Ltd(300291) board of directors, Beijing Hualubaina Film&Tv Co.Ltd(300291) plans to amend some provisions in the articles of association, which needs to be submitted to the general meeting of shareholders for deliberation. The proposed amendments are as follows:
Serial No. articles of the original articles of association revised articles of Association
Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant provisions. (the "company").
1 the company was established by way of sponsorship, and was established by way of sponsorship in Beijing Industrial and commercial company, and registered with Beijing Shijing Administration Bureau. The business license number is: mountain market supervision and Administration Bureau, and obtained Ying 110112003897657. Business license, unified social credit Code: 9111000074091307r.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 91874651800. 918821518 million yuan.
Article 20 the total number of shares of the company is 918746518 Article 20 the total number of shares of the company is 918821518 shares, all of which are ordinary shares. 10000 shares, all ordinary shares.
Article 41 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (II) election and replacement of directors and supervisors not held by employee representatives; (II) election and replacement of directors and supervisors not held by employee representatives, decision on the reporting of relevant directors and supervisors to directors and supervisors, and decision on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget; (V) review and approve the company's annual financial budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss recovery plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Issue resolutions;
(VIII) make resolutions on the issuance or redemption of corporate bonds; (VIII) make resolutions on the issuance or redemption of corporate bonds; (IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Or make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made;
（12） Review and approve major transactions; （12） Review and approve major transactions;
Serial No. articles of the original articles of association revised articles of Association
（13） (13) to examine and approve the Guarantees specified in Article 43; Insurance matters;
（14） Review the company's purchase and sale within one year (14) review the matters that the company's purchase and sale of major assets within one year exceeds the company's latest audited total assets, and the major assets exceed 30% of the company's latest audited total assets; 30% of production;
（15） Deliberating and approving the change of the purpose of the raised funds (15) deliberating and approving the change of the purpose of the raised funds; Item;
（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership (XVII) review the plan in accordance with Article 24 of the articles of Association;
Repurchase under the circumstances specified in items (I) and (II) (17) review the matters of the company's shares due to Article 24 of the articles of Association; Repurchase under the circumstances specified in items (I) and (II) (XVIII) review the shares of the company in accordance with laws, administrative regulations and departmental regulations;
(XVIII) review laws, administrative regulations, departmental regulations and other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association.
Article 42 the following transactions of the company (except for the following acquisition or sale of asset insurance and financial assistance of the company) shall be conducted by the shareholders Foreign investment (including entrusted financial management, investment approved by the general meeting of subsidiaries, etc., except for the establishment or capital increase of wholly-owned subsidiaries, (I) the total assets involved in the transaction account for more than 50% of the company's recent investment in projects related to daily operation), providing more than 50% of the total assets audited in phase I, and providing financial assistance for the transaction (including entrusted loans) The total amount of assets involved in the lease in or lease contribution has both the book value and the assessed assets, the signing of management contracts (including entrusted operation and value, the higher shall be taken as the basis for calculation; entrusted operation, etc.), donated or donated assets, creditor's rights or (II) the transfer of transaction objects (such as equity) in the recent debt restructuring, research and development project The operating income related to the signed accounting year accounts for the proportion of the company's most recent license agreement Transactions such as waiver of rights (including waiver of 50% of the audited operating income of the previous fiscal year to purchase rights, preemptive subscription rights, etc.) (with an absolute value of more than 50 million yuan; except for guarantee and financial assistance) shall be approved by (III) the subject matter of the transaction (such as equity) at the latest general meeting of shareholders:
The net profit related to the accounting year accounts for more than 50% of the total assets involved in the latest (I) transaction of the company's audited net profit in the last five accounting years, and more than 50% of the total assets audited in the first period, and the absolute amount of the transaction exceeds 5 million yuan; (IV) if the total amount of assets involved has both the book value and the transaction amount of the appraisal transaction (including the assumed debt and value), the higher one shall be taken as the calculation basis;
If the absolute amount of the company's equity (II) in the most recent period exceeds RMB 50 million and accounts for more than 500000 of the company's net assets in the most recent period; The operating income related to the accounting year accounts for 50% of the profits generated from the company's latest (V) transaction, accounting for more than 50% of the company's audited operating income in the latest accounting year, and the absolute value is more than 50 million yuan;
The absolute amount exceeds 5 million yuan. (III) the accumulated net profit of the subject matter of the transaction (such as equity) in the latest 12 consecutive months according to the transaction type accounts for more than 50% of the audited net profit in the accounting year in the total assets and transaction amount, and the higher one shall be taken as the calculation standard) Reaching the absolute amount of more than 5 million yuan in the latest period;
Audit the purchase and sale of 30% of the total assets. (IV) the transaction amount of the transaction (including the debt assumed and (VII) the transaction amount exceeds 30 million yuan and accounts for the company's expenses) accounts for more than 5% and more than 50% of the absolute value of the latest audited net assets of the company, and the absolute amount exceeds 50 million yuan;
Serial No. articles of the original articles of association revised articles of Association
Related party transactions. (V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest (VIII) according to laws, administrative regulations, departmental rules and accounting year, and the absolute amount of gem shares in the normative documents and Shenzhen Stock Exchange exceeds 5 million yuan.
(VI) other transactions that shall be approved by the general meeting of shareholders within 12 consecutive months according to the transaction type. When the amount (the higher of the company's total assets and transaction amount in consecutive 12 months) reaches the latest classified and subject-matter related transaction, the purchase and sale of assets shall be based on 30% of the total audited assets. The calculation principle is applicable to the provisions in paragraphs (I) to (V) (VII) of paragraph 1 that the transaction amount exceeds 30 million yuan and accounts for the company. The following related party transactions of the company with the absolute value of audited net assets of more than 5% in the latest period within 12 consecutive months.
(VIII) related party transactions shall be applied in accordance with the principle of cumulative calculation in accordance with the provisions of laws, administrative regulations, departmental rules and item (VII) of paragraph 1: normative documents According to the regulations of Shenzhen Stock Exchange gem shares (I) trading with the same connected person; Listing Rules of shares, the general meeting of shareholders shall approve (II) other transactions with different connected persons with the same standard.
Transactions related to the subject matter of the transaction. If the data involved in the calculation of the same above indicators within 12 consecutive months of the company is a negative category and the underlying transaction is related, the absolute value shall be taken as the cumulative value. The calculation principle in paragraph (I) of paragraph 1 shall apply to the transactions in items (I) to (V) to (VI) of paragraph 1, excluding the purchase of raw materials and fuel.
Materials and power, as well as the sale of products, commodities and other asset purchases or sales related to the following regular operations of the Japanese company within 12 consecutive months, and related party transactions shall be applied in accordance with the cumulative calculation principle, but such asset purchases involved in asset replacement or the provisions of item (VII) of paragraph 1:
Sale is still included. (I) transactions with the same related party; (II) transactions with different connected persons related to the same transaction object.
If the data involved in the above index calculation is negative, take its absolute value for calculation. Transactions in items (I) to (VI) of paragraph 1 do not include the purchase of raw materials and fuel
