Beijing Hualubaina Film&Tv Co.Ltd(300291)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, it was deliberated and adopted by the Beijing Hualubaina Film&Tv Co.Ltd(300291) board of directors, Beijing Hualubaina Film&Tv Co.Ltd(300291) it is proposed to amend some provisions of the rules of procedure of the general meeting of shareholders, which need to be submitted to the general meeting of shareholders for deliberation. The proposed amendments are as follows:
No. articles of the original rules of procedure of the general meeting of shareholders and the revised rules of procedure of the general meeting of shareholders
Article 14 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If the general meeting of shareholders is the same, they shall notify the board of directors in writing. At the same time, they shall report to the dispatched office of the CSRC where the company is located and report to the stock exchange in time.
Stock exchange filing. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholder 1 shall hold no less than 10% of the shares before the announcement of the resolution of the general meeting of shareholders.
The shareholding ratio shall not be less than 10%. The board of supervisors or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when notifying the board of supervisors and the announcement of the resolution of the general meeting of shareholders.
Local offices of CSRC and securities
The exchange shall submit relevant supporting materials.
Article 22 notice and supplementary notice of the general meeting of shareholders Article 22 the notice and supplementary notice of the general meeting of shareholders shall meet the following requirements:
(I) in writing; (I) in writing;
(II) specify the place, date and time of the meeting; (II) specify the place, date and time of the meeting; (III) explain the matters to be considered at the meeting, explain the matters to be considered at the meeting in (III), and fully disclose the contents of all proposals. If the contents of specific proposals are not fully disclosed and the specific contents are not listed, they cannot be regarded as proposals. If the general meeting of shareholders is not allowed to proceed, they cannot be regarded as proposals, The general meeting of shareholders shall not vote; vote;
(IV) fully and completely disclose the details of all proposals (IV) fully and completely disclose the specific 2 contents of all proposals, as well as all materials or explanations required to enable shareholders to make a reasonable judgment on the matters to be discussed. Draw up all information or explanations required for reasonable judgment. If the matters to be discussed need the opinions of independent directors, and the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time as the notice or supplementary notice of the general meeting of shareholders; Disclose the opinions and reasons of independent directors in case of serious problems; If major transactions are involved, the specific conditions and contracts (if any) of the proposed transaction shall be provided. The causes and subsequent conditions and contracts (if any) shall be explained carefully; Make a serious explanation;
(V) if any director, supervisor, general manager, deputy (V) if any director, supervisor, general manager, deputy general manager, financial officer, Secretary of the board of directors and the general manager, financial officer, Secretary of the board of directors have important interests in the matters to be discussed, it shall be disclosed that the matters to be discussed have important interests, and it shall be disclosed
No. articles of the original rules of procedure of the general meeting of shareholders and the revised rules of procedure of the general meeting of shareholders
The nature and extent of its interest; The nature and extent of its interest;
(VI) in obvious words, the shareholders have the right to appoint (VI) in obvious words, the shareholders have the right to appoint one or more authorized agents of the shareholders to attend and vote on behalf of any one or more authorized agents of the shareholders, and the authorized agents of the shareholders do not attend and vote, The authorized agent of the shareholder need not be a shareholder; Must be a shareholder;
(VII) specify the service time and place of the power of attorney for voting at the meeting (VII) specify the service time and place of the power of attorney for voting at the meeting; Time and place;
The interval between the equity registration meeting and the equity registration meeting shall not be less than 2 (Ⅷ) working days, and the interval between the equity registration meeting and the equity registration date shall not be less than 2 (Ⅷ) working days. Once the equity registration date is determined, it will take no more than 7 working days. Change of equity registration; Once the recording date is determined, it shall not be changed;
(IX) name and telephone number of permanent contact person for conference affairs; (IX) name and telephone number of permanent contact person for conference affairs; (x) if the general meeting of shareholders intends to adopt the network or other means (x) if the general meeting of shareholders intends to adopt the network or other means, the notice of the general meeting of shareholders shall clearly specify the voting time and voting procedures of the network or other means. Or other means of voting time and voting procedures.
Article 31 Where the general meeting of shareholders of the company adopts the network or the general meeting of shareholders of the company adopts the network or other methods, the other methods shall be specified in the notice of the general meeting of shareholders, The notice of the general meeting of shareholders shall clearly specify the voting time of the network or other methods, as well as the voting time and voting procedures of the network or other methods. Voting procedure.
3. In case of online or other voting at the shareholders’ meeting, the starting time of online or other voting at the shareholders’ meeting shall not be earlier than the time before the on-site shareholders’ meeting, not earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting is held, and not later than 9:15 a.m. on the day when the on-site shareholders’ meeting is held, The closing time shall not be earlier than 9:30 a.m. on the day when the on-site general meeting is held, and the closing time shall be 3:00 p.m. on the day when the general meeting of shareholders ends.
Not earlier than 3 p.m. on the day when the on-site general meeting ends:
00。
Article 33 the vice chairman of the company shall assist the chairman of the board of directors. Article 33 the general meeting of shareholders shall be presided over by the chairman of the board of directors. If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties if the chairman is unable or fails to perform his duties; If the deputy director is a director jointly elected by more than half of the directors and the chairman is unable or fails to perform his duties, he shall be held by the director.
More than half of the directors jointly elect a director to perform his duties
Business.
Article 34 The chairman of the general meeting shall announce the formal opening of the meeting. Article 34 after announcing the formal 5 beginning of the meeting, the chairman of the general meeting shall first announce the number of shareholders attending the meeting and the number of shares attending the meeting, and then announce that the number of shareholders attending the meeting meets the statutory requirements, Then announce the agenda of the meeting. The agenda of the meeting in the notice.
Article 35 the chairman of the general meeting shall read out the proposal or appoint a committee. Article 35 the chairman of the general meeting shall read out the proposal or entrust others to read out the proposal, and entrust others to read out the proposal as follows when necessary, and explain the proposal as required when necessary: explain the proposal as follows:
6 (I) if the proposer is the board of directors, the chairman or (I) if the proposer is the board of directors, the chairman or other person entrusted by the chairman shall explain the proposal; Other persons entrusted by the chairman to explain the proposal;
(II) the proposer is the board of supervisors and holds (II) the proposer is the board of supervisors and holds more than 3% of the total voting shares of the company and more than 3% of the total voting shares of the company
No. articles of the original rules of procedure of the general meeting of shareholders and the revised rules of procedure of the general meeting of shareholders
In the case of shareholders, the proposer or its legal representative or joint shareholders shall explain the proposal by the proposer or its legal representative or legal and effective authorized agent of shareholders. The effective shareholder authorizes the agent to explain the proposal.
Article 36 proposals put on the agenda of the general meeting and proposals put on the agenda of the general meeting in Article 36 shall be deliberated before voting. The general meeting of shareholders shall give 7 each proposal reasonable discussion time, and the chairman of the general meeting shall preside over the reasonable discussion time of each proposal, The chairman and the holder of the general meeting shall orally ask the shareholders attending the meeting whether the deliberation has been completed. If the deliberation is completed, if the shareholders attending the meeting have no objection, it shall be deemed that the deliberation is completed and the shareholders attending the meeting have no objection.
Finish.
Article 41 each shareholder or shareholder’s authorized agent Article 41 each shareholder or shareholder’s authorized agent shall exercise the voting right with the number of voting shares it represents. In addition to exercising voting rights in accordance with the provisions of the articles of association. Except that the cumulative voting method is adopted for the election proposal of directors and supervisors in accordance with the provisions of the articles of association, each share has one vote. In case of formal voting, each share has one vote. When the shares of the company held by the company are not voted, and the shareholders’ meeting considers the rights affecting the interests of small and medium-sized investors, and this part of the shares is not included in the major matters attending the shareholders’ meeting, the total number of shares that should have voting rights for small and medium-sized investors. Separate counting. The results of separate vote counting shall be disclosed in a timely manner.
The shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.
Where a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, The shares exceeding the prescribed proportion shall not exercise voting 8 rights within 36 months after purchase, and shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.
The board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority under the State Council, As a soliciter, it may, on its own or by entrusting a securities company or securities service institution, publicly request the shareholders of the company to entrust it to act on its behalf
