北巴传媒: 北京巴士传媒股份有限公司关于修订《公司章程》及其附件的公告

Core Viewpoint - Beijing Bus Media Co., Ltd. is revising its Articles of Association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the updated Company Law and relevant regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1][2]. - The name of the original attachment "Rules for Shareholders' Meeting" will be changed to "Rules for Shareholders' Meeting," with content synchronized with the "Rules for Board Meetings" [1]. Legal Framework - The revisions are made to align with the requirements of the updated Company Law, Securities Law, and other relevant regulations, aiming to protect the rights of the company, shareholders, and creditors [1][2][3]. Responsibilities and Powers - The chairman of the board will serve as the legal representative of the company, with specific provisions regarding the appointment of a new legal representative within 30 days of resignation [2]. - The company will establish a party organization to ensure political leadership and direction, providing necessary conditions for its activities [3][4]. Shareholder Rights and Obligations - Shareholders will have rights to dividends and other forms of profit distribution based on their shareholdings, and they can request to convene or participate in shareholder meetings [13][34]. - Shareholders are obligated to comply with laws and the Articles of Association, and they must pay their subscribed capital [19][40]. Decision-Making Processes - The company will hold annual and extraordinary shareholder meetings, with specific conditions under which extraordinary meetings can be convened [27][50]. - Decisions regarding significant transactions, such as capital increases or external guarantees, must be approved by the board and submitted to the shareholders for approval [25][48]. Compliance and Legal Obligations - The company must adhere to legal and regulatory requirements in its operations, including maintaining transparency in financial dealings and ensuring proper governance [15][20][21].