Beijing Hualubaina Film&Tv Co.Ltd(300291)
General manager's working rules
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Beijing Hualubaina Film&Tv Co.Ltd(300291) (hereinafter referred to as "the company"), standardize the daily business activities of the company, protect the interests of shareholders, standardize the behavior of the general manager and other senior managers of the company, and ensure their faithful performance of their duties, diligent and efficient work, according to the company law of the people's Republic of China and the securities law of the people's Republic of China The Beijing Hualubaina Film&Tv Co.Ltd(300291) articles of Association (hereinafter referred to as the "articles of association") is formulated in combination with the company's situation.
Chapter II qualifications and appointment procedures of senior managers
Article 2 the senior managers of the company include the general manager, deputy general manager, financial director, Secretary of the board of directors, etc.
Article 3 under any of the following circumstances, he shall not serve as a senior manager of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) those who are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(VIII) other personnel who are not allowed to serve as the company's managers as stipulated by laws, administrative regulations and departmental rules.
Article 4 the general manager and other senior managers of the company shall implement the appointment system of the board of directors, and the appointment procedures shall adopt the following methods:
(I) the general manager and the Secretary of the board of directors of the company shall be appointed or dismissed by the board of directors;
(II) the deputy general manager and the person in charge of finance of the company shall be nominated by the general manager of the company and appointed or dismissed by the board of directors.
Article 5 the company shall dismiss senior managers in the following ways:
(I) the dismissal of the general manager and the Secretary of the board of directors shall be proposed by the chairman of the company and decided by the board of directors;
(II) the dismissal of the deputy general manager and the person in charge of finance of the company shall be proposed by the general manager and decided by the board of directors.
Article 6 The term of office of the senior managers appointed by the board of directors is three years and can be reappointed.
Chapter III responsibilities and division of labor of senior managers
Article 7 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
(I) preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to the board of directors;
(II) organize the implementation of the company's annual plan and investment plan;
(III) draw up the establishment plan of the company's internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) propose to the board of directors to appoint or dismiss the deputy general manager and the person in charge of finance of the company;
(VII) decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the board of directors;
(VIII) other functions and powers authorized by the articles of association or the board of directors.
Article 8 the general manager shall attend the meetings of the board of directors as nonvoting delegates. The board of directors authorizes the general manager to decide the following daily business matters of the company and its subsidiaries within its power:
(I) business operation (including the investment, distribution and derivative business operation of film and television drama projects, signing relevant business operation contracts, deciding on personnel expenses, tax expenses, advertising expenses and other expenses in the daily operation process, deciding on intellectual property matters related to film and television dramas and derivative business, deciding on litigation, arbitration and dispute handling in business operation, and deciding on business operation The employment of expert consultants, etc.); (II) bank loans within the bank credit line approved by the board of directors;
(III) purchase, construction, lease and sale of fixed assets with a total amount of no more than 50 million yuan throughout the year; (IV) remuneration and welfare of personnel other than senior managers appointed by the board of directors; (V) other matters included in the annual plan approved by the board of directors.
Article 9 the board of directors authorizes the general manager to decide the following transactions within the scope of authority:
(I) within the scope of authority, the board of directors authorizes the general manager to decide on the acquisition or sale of assets by the company and its subsidiaries (excluding raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation), foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries, excluding investment in projects related to daily operation) Provide financial assistance (including entrusted loans), lease in or lease out assets, sign management contracts (including entrusted operation, entrusted operation, etc.), donate or receive donated assets, creditor's rights or debt restructuring, transfer of research and development projects, sign license agreements The authority to waive rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and other transactions (excluding related party transactions) is as follows:
(1) If the total assets involved in the transaction are less than 10% (excluding 10%) of the company's total assets audited in the latest period, if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
(2) The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% (excluding 10%) of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan (excluding 10 million yuan);
(3) The relevant net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% (excluding 10%) of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan (excluding 1 million yuan);
(4) The transaction amount (including debts and expenses) of the transaction is less than 10% (excluding 10%) of the company's latest audited net assets, or the absolute amount is less than 10 million yuan (excluding 10 million yuan);
(5) The profit generated from the transaction is less than 10% (excluding 10%) of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan (excluding 1 million yuan).
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation. Similar transactions related to the same subject matter of the transaction occurred by the company within 12 months shall be calculated cumulatively.
(II) within the scope of authority, the board of directors authorizes the general manager to decide the related party transactions of the company within the following limits:
The total amount of connected transactions between the company and its affiliated legal person is less than 3 million yuan (excluding 3 million yuan), or accounts for less than 0.5% (excluding 0.5%) of the absolute value of the company's latest audited net assets, and the total amount of connected transactions between the company and its affiliated natural person is less than 300000 yuan (excluding 300000 yuan).
The above matters that should be approved by the general manager shall be decided and implemented by the general manager after being discussed and approved at the general manager's office meeting.
Article 10 the general manager shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing and implementation of the company's production and operation, major contracts, as well as the operation and profit and loss of funds and assets. Article 11 the general manager has the right to authorize other senior managers of the company to carry out certain matters within his scope of authority.
When the general manager is temporarily unable to perform his duties for some reason, he has the right to appoint a deputy general manager to perform his duties on his behalf.
Article 12 non directors and senior managers may attend the meetings of the board of directors as nonvoting delegates. Non directors and senior managers have no voting rights at the meeting of the board of directors.
Article 13 the deputy general manager of the company shall assist the general manager in the following work:
(I) be responsible to the general manager for the business management and daily work within the scope of responsibility, and carry out all the work under the leadership of the general manager;
(II) report to the general manager regularly or irregularly according to the relevant reporting system;
(III) other duties specified in the company's basic management system and specific rules and other powers authorized by the general manager.
Article 14 the Secretary of the board of directors shall be appointed or dismissed by the board of directors. The Secretary of the board of directors is responsible to the company and the board of directors, and is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders' information, and the handling of information disclosure.
Article 15 the person in charge of finance of the company shall assist the general manager in exercising the following functions and powers:
(I) work under the leadership of the general manager and be responsible to the general manager;
(II) be in charge of the company's financial management, accounting and other work;
(III) be responsible for the general audit of the company's financial budget and final accounts and the professional review of investment and loan projects, organize the formulation of cost reduction and efficiency increase plans, establish and improve the accounting system, provide business guidance for accounting and financial audit, review the company's financial reports and financial information disclosure, and be responsible for their authenticity; (IV) participate in the company's major business decisions, assist the general manager in exercising his powers, and provide financial opinions and suggestions to the company's directors, supervisors and managers;
(V) be responsible for raising and using the company's funds and maintaining the safe and effective operation of funds;
(VI) other duties specified in the company's basic management system and specific rules and other powers granted by the general manager.
Article 16 the senior managers of the company shall abide by the articles of association, faithfully perform their duties, safeguard the interests of the company, and ensure:
(I) perform their duties within the scope of their functions and powers, and shall not exceed their authority;
(II) the business behavior of the company complies with the requirements of national laws, administrative regulations and various national economic policies;
(III) no contract or transaction shall be concluded with the company except as stipulated in the articles of association or agreed by the general meeting of shareholders;
(IV) without the consent of the general meeting of shareholders, they shall not take advantage of their position to seek business opportunities belonging to the company for themselves or others, and shall not operate businesses similar to the company on their own or for others, or engage in activities detrimental to the interests of the company;
(V) it is not allowed to take advantage of its authority to accept bribes or other illegal income, or occupy the company's property; (VI) do not misappropriate the company's funds;
(VII) except as stipulated in the articles of association or agreed by the general meeting of shareholders and the board of directors, the company shall not lend the company's funds to others;
(VIII) except as stipulated in the articles of association or agreed by the general meeting of shareholders and the board of directors, the company's assets shall not be used to provide guarantee for others;
(IX) without the informed consent of the board of directors, it shall not disclose the secrets related to the company obtained during his tenure; Except for disclosing the information to the court or other competent government authorities when required by law or the public interest;
(x) it shall sign written confirmation opinions on the company's periodic reports; Ensure that the information disclosed by the company is true, accurate and complete;
（11） It shall truthfully provide relevant information and materials to the board of supervisors as required by the board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
（12） The company's funds shall not be deposited in an account opened in its own name or in the name of other individuals;
（13） The articles of association, administrative regulations and other obligations of the company.
Article 17 when the company's senior managers and their spouses and children hold the shares (equity) of the company or its affiliated enterprises, they shall truthfully report the holding and subsequent changes to the board of directors.
Chapter IV reporting system
Article 18 the general manager shall perform the reporting obligation to the board of directors regularly, or perform the reporting obligation to the board of supervisors as required by the board of supervisors, and ensure the authenticity of the report; Report major issues submitted to the general manager's office meeting to the board of directors at any time.
Article 19 the periodic report shall be reviewed at the meeting of the board of directors once a year, including:
(I) annual operation and business conditions of the company;
(II) organization and implementation of resolutions of the general meeting of shareholders, resolutions of the board of directors, annual plans and investment plans; (III) signing and implementation of major contracts;
(IV) fund utilization and profit and loss of the company;
(V) progress of major investment projects;
(VI) other circumstances in which the board of directors requires a written report.
Article 20 when the board of directors is not in session, the general manager shall often report to the chairman on the daily work of the company's production and operation and asset operation.
Article 21 under any of the following circumstances, the general manager or other senior managers shall make an interim report to the board of directors (or the chairman) as soon as they know:
(I) major changes in the company's production and operation conditions or environment;
(II) when the profit realized during the reporting period is significantly different from the profit budget;
(III) abnormal changes in the company's financial situation;
(IV) major disputes with third parties during the execution of major contracts or production and operation;
(V) conclusion, modification and suspension of important contracts;
(VI) may be liable for compensation according to law;
(VII) the company faces major administrative penalties;
(VIII) if the interests of the company are suddenly or accidentally infringed (including but not limited to force majeure), the decision must be made in time. With the knowledge of most directors of the board of directors, after the general manager has exercised the functions and powers that should be exercised by the board of directors in emergency;
(IX) other major matters.
Article 22 Unless otherwise specified in this system, at the request of the board of directors or the board of supervisors, the general manager shall make an interim report on the performance of the company's duties and the exercise of the general manager's functions and powers in accordance with the provisions of the articles of association and this system within a reasonable time and in accordance with the requirements of the board of directors or the board of supervisors.
Article 23 the general manager of the company shall timely, completely and accurately provide the board of directors and the board of supervisors with information about the company's business performance, important contracts, financial status and business prospects, so that the board of directors can make scientific decisions and the board of supervisors can supervise. Written report submitted by the general manager
