Hengdian Entertainment Co.Ltd(603103)
Rules of procedure of the board of directors
(revised in March 2022)
Article 1 General Provisions
In order to further standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, according to the requirements of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the guidelines for the governance of listed companies, And the relevant provisions of Hengdian Entertainment Co.Ltd(603103) articles of Association (hereinafter referred to as the “articles of association”). The board of directors shall conscientiously perform its duties specified in relevant laws, regulations and the articles of association, ensure that the company complies with laws and regulations, treat all shareholders fairly, and pay attention to the interests of stakeholders.
Article 2 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold at least one regular meeting each year in the previous two and a half years.
Article 3 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
Article 4 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than 1 / 2 of the independent directors propose;
(VI) when proposed by the general manager;
(VII) other circumstances stipulated in the articles of association.
Article 5 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted directly to the chairman of the board of directors. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposer.
The contents of the proposal shall fall within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together.
If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
The chairman of the board of directors shall decide whether to convene an interim meeting of the board of directors within 10 days after receiving the complete proposal meeting the above requirements. If necessary, he shall convene and preside over the interim meeting of the board of directors.
Article 6 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 7 notice of meeting
When convening regular and interim meetings of the board of directors, the Secretary of the board of directors shall submit the written notice of the meeting to all directors, supervisors and the general manager by hand, mail, fax, e-mail or other methods specified in the articles of association 10 and 2 days in advance respectively. If it is not sent by a specially assigned person, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 8 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) name and contact information of the meeting contact person;
(VIII) explanation of the non board meeting convened by the chairman of the board of directors.
In case of emergency, if it is necessary to convene the interim meeting of the board of directors as soon as possible, the meeting notice can be sent by telephone or other oral means at any time. The oral meeting notice shall at least include the contents of items (I) and (II) above and the description of the emergency need to convene the interim meeting of the board of directors as soon as possible.
Article 9 change of meeting notice
After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued 3 days before the original date of the meeting to explain the situation and the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 10 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
If a director is related to the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present.
Article 11 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization, validity period and instructions on the voting intention of the proposal of the trustor;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney. The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. Article 12 restrictions on entrusted attendance
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment without voting intention, full entrustment and entrustment with unclear scope of authorization.
(IV) one director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
(V) directors’ responsibility for voting matters shall not be exempted by entrusting other directors to attend.
Article 13 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting such as fax or e-mail actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards. If the directors are unable to sign the meeting resolution immediately at the communication meeting, they shall take the form of oral voting and perform the written signing procedures as soon as possible. The oral vote of directors has the same effect as the written signature, but the written signature afterwards must be consistent with the oral vote at the meeting. If the signature on a matter under consideration is inconsistent with the oral vote of the meeting, the board of directors shall vote on the matter again in writing.
Article 14 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
If the sponsor requests to withdraw a proposal put on the agenda of the board of directors meeting before it is put to vote, the deliberation on the proposal shall be terminated immediately.
Article 15 express opinions
Directors shall carefully read the relevant meeting materials, fully, independently and prudently express their opinions on the matters discussed on the basis of full understanding of the situation with a serious and responsible attitude towards the company, and be responsible for their own voting.
Before the meeting, the directors may ask the convener of the meeting, the general manager and other senior managers, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 16 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be carried out by one person and one vote, either by show of hands or in writing.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 17 statistics of voting results
After the voting of the participating directors, the relevant staff of the board of directors shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of one supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to inform the directors of the voting results one working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 18 formation of resolutions
Except for the circumstances specified in Article 19 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, their provisions shall prevail. In accordance with the provisions of the articles of association, the resolution of the board of directors on guarantee matters within its authority must be approved by more than two-thirds of the directors present at the meeting. In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 19 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on the relevant proposals:
(I) circumstances in which the directors themselves think they should withdraw;
(II) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than 3, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 20 no ultra vires
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority.
Article 21 special provisions on profit distribution
If the board meeting needs to make a resolution on the company’s profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After the board of directors makes a resolution on distribution, it shall require the certified public accountant to issue a formal audit report, and the board of directors shall issue a formal audit report according to the certified public accountant
