Securities code: Beijing Hualubaina Film&Tv Co.Ltd(300291) securities abbreviation: Beijing Hualubaina Film&Tv Co.Ltd(300291) Announcement No.: 2022008 Beijing Hualubaina Film&Tv Co.Ltd(300291)
Announcement on the loan scheme between the company and its subsidiaries
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Beijing Hualubaina Film&Tv Co.Ltd(300291) (hereinafter referred to as “the company” or ” Beijing Hualubaina Film&Tv Co.Ltd(300291) “) held the 30th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors on March 3, 2022 to consider and adopt the proposal on loan scheme between the company and its subsidiaries, It is agreed that the company and its subsidiaries can provide loans with their own funds to each other for the purpose of daily operation and the necessary fund use considered by the management of the listed company. The total loan limit shall not exceed 1 million yuan. Within the above limit, the funds can be used on a rolling basis, and the total loan balance at any time during the validity period shall not exceed 1 million yuan. The annualized loan interest rate shall not exceed 10%, and the service life of each loan shall not exceed 12 months. The withdrawal validity period shall be within one year after the deliberation and approval of the general meeting of shareholders. The general meeting of shareholders shall be submitted to authorize the management of the company to handle loan related matters and sign relevant legal documents. The details are as follows:
1、 Overview of loan transactions
According to the business needs and loan application of the company and its holding subsidiaries (grandchildren) (hereinafter referred to as “subordinate companies”) with a shareholding ratio of more than 51% (inclusive), the company and its subordinate companies can provide loans to each other with their own funds, including loans provided by listed companies to subordinate companies, loans provided by subordinate companies to listed companies and loans between subordinate companies. The purpose of the loan is the use of funds required by the daily operation of the company and its subsidiaries and considered necessary by the management of the listed company.
The total amount of this loan shall not exceed 1 million yuan. Within the above amount, the funds can be used on a rolling basis, and the total loan balance at any point in the validity period shall not exceed 1 million yuan. The annualized loan interest rate shall not exceed 10%, the service life of each loan shall not exceed 12 months, and the withdrawal validity period shall be valid within one year after the resolution of the general meeting of shareholders considering the scheme is adopted. The specific borrowing and lending procedures shall be submitted to the management of the company authorized by the general meeting of shareholders. The object of this loan is the company and its subsidiaries, and other shareholders of the subsidiaries are not Beijing Hualubaina Film&Tv Co.Ltd(300291) affiliates. The loan does not constitute a connected transaction, and this matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of transaction parties
The parties to this transaction are the company and its holding subsidiaries (grandchildren) with a shareholding ratio of more than 51% (inclusive), and the specific objects are determined according to the business needs of the company and its subsidiaries and the loan application.
3、 Main contents of loan contract
1. Loan amount
The total loan balance shall not exceed 1 million yuan. The actual loan amount is determined according to the business needs of the company and its subsidiaries and the loan application.
2. Purpose of loan
The loan is used for the purpose of funds required by the daily operation of the company and its subsidiaries and deemed necessary by the management of the listed company.
3. Loan term
The service life of each loan shall not exceed 12 months, and the withdrawal validity period shall be valid within one year after the resolution of the general meeting of shareholders deliberating the scheme is adopted.
4. Loan interest rate
The annualized loan interest rate shall not exceed 10%.
Relevant contracts or documents have not been signed for this loan, and other relevant matters shall be subject to the contents of the contract. 4、 Purpose of borrowing, existing risks and impact on the company
1. Purpose
This loan is conducive to meeting the business development needs of the company and its subsidiaries and accelerating the implementation of the company’s development strategy.
2. Risk
The borrower is the company and its holding subsidiaries (grandchildren) with a shareholding ratio of more than 51% (inclusive), and its repayment mainly comes from the operating income of the company and its holding subsidiaries (grandchildren). The risk of this loan is controllable, there is no recovery difficulty and overdue risk, and there is no damage to the interests of shareholders of the company.
3. Impact of borrowing on Listed Companies
On the premise of controlling the overall operation risk and financial risk, the company and its subsidiaries use their own funds to borrow from each other according to their respective capital needs and business development needs, which is not only conducive to improving the use efficiency of funds, but also conducive to the company and its subsidiaries to grasp the opportunities of industrial development, so as to obtain higher economic benefits.
This loan does not constitute a related party transaction, does not affect the daily capital turnover needs of the company and its subsidiaries, nor does it affect the normal development of the main business of the company and its subsidiaries.
As of the disclosure date of this announcement, the balance of loans provided by the company to subordinate companies was 2508509 million yuan, the balance of loans provided by subordinate companies to listed companies was 27.5 million yuan, and the balance of loans between subordinate companies was 40000 yuan. In addition, the company and its subsidiaries do not provide loans or entrusted loans with their own funds. 5、 Opinions of independent directors
The independent directors of the company believe that the voting procedures of the board of directors for the mutual provision of loan schemes between the company and its subsidiaries with their own funds comply with the provisions of relevant laws, regulations and the articles of association, and do not damage the interests of the company and minority shareholders. This matter is conducive to improve the efficiency of the use of funds and help the company and its subsidiaries grasp the opportunity of industry development. The annual loan interest rate is no more than 10%, and the pricing is reasonable, which is conducive to controlling the overall capital cost of the company, and the financial risk is within the control of the company.
The independent directors unanimously agreed on the loan between the company and its subsidiaries and agreed to submit it to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
On March 3, 2022, the 22nd Meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the loan scheme between the company and its subsidiaries. The supervisors attending the meeting agreed that the mutual loan between the company and its subsidiaries with their own funds is conducive to meeting the business development needs of the company and its subsidiaries and promoting the accelerated implementation of the company’s development strategy. At the same time, the loan is issued to the company and its holding subsidiaries (grandchildren) holding more than 51% (inclusive), and other shareholders of the holding subsidiaries (grandchildren) are not Beijing Hualubaina Film&Tv Co.Ltd(300291) affiliates. The company can control its daily operation and use of funds, and the current operation of each company is in good condition, and the loan risk provided is controllable. The loan interest rate is in line with the actual operation and the financial cost is controllable. The decision-making procedure of this matter complies with relevant laws and regulations, normative documents and the relevant provisions of the articles of association, will not have an adverse impact on the normal operation and business development of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The board of supervisors unanimously agreed on the loan scheme between the company and its subsidiaries. The board of supervisors unanimously agreed on the loan scheme between the company and its subsidiaries.
7、 Documents for future reference
1. Resolutions of the 30th meeting of the 4th board of directors;
2. Resolutions of the 22nd Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters of the 30th meeting of the Fourth Board of directors of the company. It is hereby announced.
Beijing Hualubaina Film&Tv Co.Ltd(300291) board of directors March 3, 2002
