Zhejiang Huace Film And Tv Co.Ltd(300133)
Comparison table of amendments to the articles of Association
Zhejiang Huace Film And Tv Co.Ltd(300133) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the 18th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors respectively, and proposed to modify some articles of the articles of association. The specific amendments are as follows:
Before and after Clause amendment
Under the following circumstances, the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association: purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association:
(i) Reduce the registered capital of the company; (i) Reduce the registered capital of the company;
（2） Merge with other companies holding shares of the company (2) merge with other companies holding shares of the company; Merger;
（3） Use the shares for the employee stock ownership plan or (3) use the shares for the employee stock ownership plan or the 20th equity incentive; Equity incentive;
Article 3 (4) the shareholders disagree with the company's resolution on merger and division made at the general meeting of shareholders; (4) the shareholders disagree with the resolution on merger and division made at the general meeting of shareholders, require the company to purchase its shares; shares;
（5） (5) to convert shares into corporate bonds convertible into shares issued by the company; Convertible bonds of the company;
（6） Listed companies to maintain the company's value and shares (6) the company is necessary to maintain the company's value and shareholders' rights and interests. Required for equity.
Except for the above circumstances, the company shall not acquire the company. Except for the above circumstances, the company shall not acquire the shares of the company. shares.
The shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The company shall not transfer within 1 year from the date of public offering. The shares issued before the company's public offering of shares shall not be transferred within 1 year from the date when the company's shares are listed and traded on the stock exchange. It shall not be transferred within one year from the date of listing and trading on the exchange. The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes, and report to the company the shares of the company they hold and their changes, and the immobility of the shares transferred every year during their term of office, During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; Holding more than 25% of the total shares of the company held by it; Article 8 the shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not be transferred within half a year after their resignation. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation. It shall not transfer its shares in the company. Except for the change of shares permitted by the laws, regulations and normative guidelines of the board of directors due to the distribution of rights and interests of Listed Companies in Chinese law, and the direct holding of the company by supervisors and senior managers.
In case of any change in shares, the above provisions shall still be observed. If the shareholders, directors, supervisors and senior managers of the listed company holding more than 5% of the shares directly hold the actual controllers, directors, supervisors and senior managers of the company due to the equity distribution of the listed company, the above provisions shall still be observed.
And other shareholders holding more than 5% of the company's shares issued before the company's initial public offering, or the actual controllers, directors, supervisors and senior managers of the company's shares issued to specific objects, who transfer their shares of the company, shall not violate the laws and regulations of other shareholders holding the company's shares issued before the company's initial public offering Administrative regulations and the securities regulatory authority under the State Council or the stock institution of the company's shares issued to specific objects regarding the holding period, selling time, selling quantity and transfer of the company's shares held by it shall not violate the provisions on selling method and information disclosure, and shall abide by anti laws Administrative regulations and the business rules of the Shenzhen Stock Exchange under the securities regulatory authority of the State Council. The institution shall abide by the business rules of Shenzhen Stock Exchange in terms of holding period, selling time, selling quantity, selling method, information disclosure, etc.
The company's directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell their shares or other equity securities of the company or other equity securities within 6 months after purchase, Or sell within 6 months after the sale, or buy again within 6 months after the sale, and the resulting income shall belong to the company. Buy again within 6 months, and the resulting income shall belong to the company, and the board of directors of the company will recover its income. However, the board of directors of the company will recover its income. However, if a securities company purchases after-sales surplus stocks due to underwriting, but a securities company holds more than 5% of the shares due to purchasing after-sales surplus stocks due to underwriting, and if the securities regulatory authority under the State Council holds more than 5% of the shares, the sale of the shares is not subject to other circumstances stipulated by the six regulatory authorities. Monthly time limit.
Article 20 the directors, supervisors and senior managers referred to in the preceding paragraph, the directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by natural person shareholders or other shares held by natural person shareholders with equity or other securities with equity nature, including the securities held by their spouses, parents and children, including their spouses, parents Shares held by children and held in other people's accounts or other shares held by children and held in other people's accounts or other equity securities. Securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. The shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, or the board of directors of the shareholder company fails to implement within the above-mentioned period, the shareholder has the right to directly file a lawsuit in the people's court in his own name for the benefit of the company. Bring a lawsuit in the people's court.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. The responsible directors shall bear joint and several liability according to law.
The general meeting of shareholders is the power organ of the company, and the general meeting of shareholders is the power organ of the company according to law. It 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; Draw;
（2） Electing and replacing directors and supervisors who are not employees' representatives; (2) electing and replacing directors and supervisors who are not employees' representatives, deciding on the reporting of directors and supervisors, and deciding on the reporting of directors and supervisors; Remuneration matters;
Article 3 to review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget (5) review and approve the company's annual financial budget plan and final account plan; Plan and final settlement plan;
（6） Review and approve the company's profit distribution plan (6) review and approve the company's profit distribution plan and loss recovery plan; And loss recovery plan;
（7） Increase or decrease the registered capital of the company (7) increase or decrease the registered capital of the company
Make resolutions; Make resolutions;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions on the settlement or change of corporate form;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made by the office;
（12） (12) to examine and approve the guarantee matters specified in Article 41; Guarantee matters;
（13） (XIII) review the purchase and sale of major assets by the company within one year, which exceeds 30% of the latest audited total assets of the company; 30% of production;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; matter;
（15） Review the equity incentive plan; （15） Review the equity incentive plan;
（16） In accordance with Article 23 (16) of the articles of association and in accordance with items (I) and (2) of Article 23 of the articles of association, review the situations specified in items (I) and (2) of the articles of association, and review and approve the share acquisition plan of the company; Approve the share acquisition plan of the company;
（17） Review laws, administrative regulations and departments (XVII) review the company's major related party transactions, and the related party transactions that should be specifically considered by the general meeting of shareholders according to the rules or the articles of association, and other matters formulated by the company. Determination of related party transaction system;
The functions and powers of the above-mentioned general meeting of shareholders shall not pass the authorized (XVIII) review of laws, administrative regulations and ministries
