Securities code: Beijing Hualubaina Film&Tv Co.Ltd(300291) securities abbreviation: Beijing Hualubaina Film&Tv Co.Ltd(300291) Announcement No.: 2022006 Beijing Hualubaina Film&Tv Co.Ltd(300291)
Announcement of resolutions of the 30th meeting of the Fourth Board of directors
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”) sent a notice on convening the 30th meeting of the 4th board of directors to all directors, supervisors and senior managers of the company by telephone, fax and e-mail on February 28, 2022, and held it by means of communication voting in the conference room of the company on March 3, 2022. The meeting was presided over by Mr. Fang Gang, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law and the articles of association.
After deliberation, the following proposals were passed one by one:
1. Proposal on increasing the registered capital of the company;
After deliberation, the board of directors agreed that the company’s registered capital increased by 75000 yuan due to the exercise of 75000 incentive objects of the 2019 stock option incentive plan, with a face value of 1.00 yuan each. The details are as follows:
The registered capital before the change was 91874651800 yuan;
The registered capital after the change is 918821518 yuan.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
2. Proposal on Amending the articles of Association;
After deliberation, the board of directors of the company agreed to amend some provisions of the articles of association. See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the comparison table of amendments to the articles of association（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
3. Proposal on Amending the rules of procedure of the general meeting of shareholders;
After deliberation, the board of directors of the company agreed to amend some provisions of the rules of procedure of the general meeting of shareholders. See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the comparison table for the revision of the rules of procedure of the general meeting of shareholders（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
4. Proposal on Amending the rules of procedure of the board of directors;
After deliberation, the board of directors of the company agreed to amend some provisions of the rules of procedure of the board of directors. See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the comparison table for the revision of the rules of procedure of the board of directors（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
5. Proposal on Amending the working rules of the general manager;
After deliberation, the board of directors of the company agreed to amend some provisions of the general manager’s working rules. The detailed rules for the work of the general manager (revised in March 2022) are detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
6. Proposal on loan scheme between the company and its subsidiaries;
After deliberation, the board of directors agreed that the company and its holding subsidiaries (grandchildren) with a shareholding ratio of more than 51% (inclusive) should provide loans to each other with their own funds according to business needs, with a total loan limit of no more than 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%; 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; Submit to the general meeting of shareholders to authorize the management of the company to handle matters related to lending and sign relevant legal documents.
This proposal has been approved by independent directors and needs to be submitted to the general meeting of shareholders for deliberation. For details of relevant announcements, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
7. Proposal on convening the second extraordinary general meeting of shareholders in 2022.
After deliberation, according to the provisions of the articles of association, the board of directors of the company agreed to hold the second extraordinary general meeting of shareholders in 2022. The meeting time is March 21, 2022, and the on-site meeting time is 14:30 p.m. on March 21, 2022. The place is the company’s conference room on the 29th floor, No. A2, Jiangtai Road, Chaoyang District, Beijing, The meeting will be held by combining on-site and online voting.
For details of the notice on convening the second extraordinary general meeting of shareholders in 2022, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting result: all directors passed the resolution with 7 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Beijing Hualubaina Film&Tv Co.Ltd(300291) board of directors March 3, 2002
