Hengdian Entertainment Co.Ltd(603103)
constitution
(revised after being deliberated and approved by the general meeting of shareholders of the company)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI managers and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 39 Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions 43 1
Hengdian Entertainment Co.Ltd(603103) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions.
The company is established in the form of sponsorship after approval; Registered with Zhejiang market supervision and Administration Bureau and obtained a business license. The unified social credit code is 91330700681654885b.
According to the relevant provisions of the party constitution, the company establishes the organization of the Communist Party of China (hereinafter referred to as “party organization”), establishes the working organization of the party, is equipped with party affairs staff, and ensures the working funds of the party organization.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 8, 2017, the company issued 53 million RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on October 12, 2017.
Article 4 registered name of the company: Hengdian Entertainment Co.Ltd(603103)
Article 5 domicile of the company: business building, Hengdian Entertainment Co.Ltd(603103) Industrial Experimental Zone, Hengdian Town, Dongyang City, Zhejiang Province
Postal Code: 322118
Article 6 the registered capital of the company is 634.2 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers. Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: comply with the development trend of the national cultural industry, take sharing more pleasure as the core, people-oriented, innovative management, honest operation, continuously improve the company’s core competitiveness, and enable all shareholders to obtain good economic returns.
Article 13 after being registered according to law, the business scope of the company is: national film distribution; Design, production, agency and release: all kinds of advertisements and film and television advertisements at home and abroad, venue leasing, convention and exhibition services; Investment and construction of cinemas; Enterprise management consulting; Technical services of film projection equipment; Sales of glasses (excluding corneal contact lenses); Sales of daily necessities, toys, handicrafts and electronic products. The following business scope is limited to the following branches, which operate with licenses: Film screening; Food and Beverages; Retail of prepackaged food and bulk food; Video game services; Film virtual reality experience service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company is 1 yuan per share.
Article 17 the shares issued by the company shall be listed in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
The company (hereinafter referred to as the securities registration and settlement institution) is centrally registered and deposited.
Article 18 the name of the company’s promoters, the number of shares subscribed, the proportion of shares and the investor
The type and time of contribution are as follows:
Name of the sponsor number of shares subscribed proportion of shares contribution method of contribution time of contribution
No. (10000 shares)
1 Hengdian Group Holding Co., Ltd. 3640091% of net assets converted into shares May 31, 2015
2. 3600 9% net assets of Jinhua hengying investment partnership converted into shares on May 31, 2015 (limited partnership)
Total 4 Shenzhen Ecobeauty Co.Ltd(000010) 0% —
Article 19 the total number of shares of the company is 634.2 million, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not make gifts or advances
Provide any assistance to those who purchase or intend to purchase shares of the company in the form of capital, guarantee, compensation or loan.
Section II increase, decrease and repurchase of shares
Article 21 the company shall, according to the needs of operation and development and in accordance with the provisions of laws and regulations, acquire shares
The East Asian general assembly has made resolutions respectively, which may increase the capital in the following ways:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. The company shall reduce its registered capital in accordance with the
The judicial and other relevant provisions and the procedures stipulated in the articles of association shall be handled.
Article 23 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to accept the company due to their objection to the resolution on the merger and division of the company made by the general meeting of shareholders
Purchase its shares;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 a company may acquire its own shares through public centralized trading, or other means approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases its shares due to the provisions of paragraph 1 of Article 23 of the articles of association, if it falls into the situation of item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months. In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
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Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 shares that have been issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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 transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by the laws, regulations or administrative departments.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
The convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws and administrative laws
