Beijing Hualubaina Film&Tv Co.Ltd(300291)
Comparison table of amendments to 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 and other relevant laws, regulations, normative documents and the articles of association, 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 revise some provisions of the rules of procedure of the board of directors, which still needs 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 board of directors and the revised rules of procedure of the board of directors
Article 3 the board of directors is composed of nine directors, of which Article 3 the board of directors is composed of nine directors, including three independent directors; The board of directors shall have one chairman and three independent directors; The board of directors shall have one chairman. 1. One vice chairman. The chairman shall be elected by more than half of all directors, and the chairman and vice chairman shall be elected and removed by more than half of all directors.
Several were elected and dismissed.
Article 4 the chairman shall exercise the following functions and powers: Article 4 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of directors; (I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors; Meetings of the general assembly;
(II) supervise and inspect the implementation of the resolutions of the board of directors; (II) supervise and inspect the implementation of the resolutions of the board of directors; (III) sign the company's shares, corporate bonds and other important documents of the board of directors;
securities; (IV) in the event of force majeure such as catastrophic natural disasters (IV) signing important documents of the board of directors and other emergency situations that should be, exercising other documents on the company's affairs that are signed by the legal representative of the company; (V) exercise the authority of the legal representative; Report to the board of directors and the general meeting of shareholders afterwards;
(VI) other functions and powers authorized by the board of directors in case of force majeure such as catastrophic natural disasters (V).
In case of emergency, if the chairman of the board of directors of the company is unable to perform his duties or fails to perform the provisions of the law and the interests of the company, and is in charge of his duties, he shall be jointly elected by more than half of the directors and then report to the board of directors and the general meeting of shareholders of the company; Directors perform their duties.
(VII) other functions and powers authorized by the board of directors.
The vice chairman of the company assists the chairman in his work
If the director of the board of directors is unable or fails to perform his duties,
The vice chairman shall perform his duties; The vice chairman is unable to act
More than half of those who perform their duties or fail to perform their duties
The directors jointly elect a director to perform his duties.
Article 36 non independent directors cannot attend the meeting of the board of directors for two consecutive times. Article 36 If a director fails to attend the meeting of the board of directors in person for two consecutive times, he will not entrust other seats or other directors to attend the meeting of the board of directors. 3 if a director attends the meeting of the board of directors, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his share responsibility, The board of directors may request the general meeting of shareholders to replace it. The eastern Congress was replaced. If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall propose to the general meeting of shareholders for replacement if the independent director fails to attend the meeting of the board of directors in person for three consecutive times. The general meeting of shareholders shall replace it.
In addition to the above provisions, there is no amendment to other contents of the rules of procedure of the board of directors.
Beijing Hualubaina Film&Tv Co.Ltd(300291) board of directors March 3, 2002
