Securities code: Hengdian Entertainment Co.Ltd(603103) securities abbreviation: Hengdian Entertainment Co.Ltd(603103) Announcement No.: 2022003 Hengdian Entertainment Co.Ltd(603103)
Announcement on the resolution of the fourth meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Hengdian Entertainment Co.Ltd(603103) (hereinafter referred to as “the company”) the fourth meeting of the third board of directors (hereinafter referred to as “the meeting”) was notified to all directors in writing, telephone, e-mail and other ways on February 28, 2022, and was held by on-site communication on March 10, 2022. The meeting was presided over by the chairman of the board, Mr. Xu Tianfu. There are 7 directors who should attend the meeting and 7 actually attended the meeting, including independent directors Mr. Zhu Yanjian, Mr. Zhao Gang and Mr. Yao Minglong. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on the company’s 2021 annual report and summary
See the annual report of Hengdian Entertainment Co.Ltd(603103) 2021 (full text and abstract) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(V) deliberated and passed the proposal on the company’s profit distribution plan for 2021
According to the audit, the net profit attributable to the shareholders of the parent company in 2021 was 1366753658 yuan. As of December 31, 2021, the profit available for distribution to shareholders was 14212429509 yuan. In order to ensure the normal production and operation of the company, realize the sustainable, stable and healthy development of the company, better safeguard the long-term interests of all shareholders, and comprehensively consider the actual long-term development and short-term operation of the company, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no profit distribution, no conversion of capital reserve into share capital and other forms of distribution.
The independent directors of the company expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the announcement of no profit distribution in Hengdian Entertainment Co.Ltd(603103) 2021 (Announcement No.: 2022004) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(VI) the proposal on re employment of Lixin Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 was reviewed and approved
The board of directors of the company suggested that the company continue to employ Lixin Certified Public Accountants (special general partnership) as the financial and internal control audit institution of the company in 2022 for one year.
The independent directors of the company expressed their independent opinions.
For details, please refer to the announcement of Hengdian Entertainment Co.Ltd(603103) on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 (Announcement No.: 2022005) disclosed on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(VII) deliberated and passed the proposal on the company’s 2021 annual internal control evaluation report
The independent directors of the company expressed their independent opinions and believed that the internal control evaluation report of the company in 2021 prepared by the board of directors can truly, accurately and completely reflect the actual operation of the company’s internal control system in 2021, and also comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock exchange on the internal control standard system of listed companies, There are no major defects in internal control.
Voting results: 7 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on the company’s expected daily connected transactions in 2022
The independent directors of the company expressed their independent opinions.
See the announcement of Hengdian Entertainment Co.Ltd(603103) on the company’s estimated daily connected transactions in 2022 (Announcement No.: 2022006) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day for details.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (among which Xu Tianfu, Xu Wencai, Hu Tiangao and Li Baoping are affiliated directors, avoiding voting).
(IX) deliberated and passed the proposal on cash management of the company’s own idle funds
The company plans to use its own idle funds of no more than 150 million yuan for entrusted financial management and investment in financial products from the date of deliberation and approval of the general meeting of shareholders to the date of resolution of the annual general meeting of shareholders in 2022. Within the above limit and term, the fund can be used on a rolling basis.
The independent directors of the company expressed their independent opinions.
For details, see the announcement of Hengdian Entertainment Co.Ltd(603103) on cash management of the company’s own idle funds (Announcement No.: 2022007) disclosed on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(x) deliberated and passed the proposal on the company’s investment plan for new cinemas in 2022
The company plans to build 60 new studios in 2022, with a total investment of about 60 million yuan. Authorize the chairman of the board of directors to carry out the above investment plan during the duration of the above investment plan, and give the following specific authorization: (1) on the premise of not exceeding the total amount of the above investment plan, authorize the chairman of the board of directors to appropriately adjust the investment of various projects according to the specific circumstances. (2) Authorize the chairman of the company to sign or authorize others to sign relevant agreements and documents within the above amount according to business needs.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
（11） The proposal on the preparation of the company’s shareholder return plan for the next three years (20222024) was reviewed and approved
The independent directors of the company expressed their independent opinions.
For details, please refer to the shareholder return plan for Hengdian Entertainment Co.Ltd(603103) next three years (20222024) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
（12） Deliberated and passed the proposal on the remuneration or allowance of the company’s directors in 2022
The allowance for independent directors in 2022 is consistent with that in 2021; The remuneration of other directors is based on the remuneration of 2021, and the fluctuation ratio shall not exceed 30%. The specific amount shall be submitted to the general meeting of shareholders to authorize the remuneration and appraisal committee of the board of directors of the company to determine according to the company’s performance and the company’s performance appraisal system.
The independent directors of the company expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
（13） Deliberated and passed the proposal on the remuneration or allowance of senior managers in 2022
The independent directors of the company expressed their independent opinions.
The salary or allowance of the company’s senior managers in 2022 is: Based on the salary in 2021, the fluctuation ratio shall not exceed 30%. The specific amount shall be determined by the remuneration and appraisal committee of the board of directors according to the company’s performance and the company’s performance appraisal system.
Voting results: 7 in favor, 0 against and 0 abstention.
（14） Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the rules of procedure of Hengdian Entertainment Co.Ltd(603103) board of directors (revised in 2022) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
（15） Deliberated and adopted the proposal on Amending the rules of procedure for independent directors
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the rules of procedure for Hengdian Entertainment Co.Ltd(603103) independent directors (revised in 2022) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
（16） The proposal on the proposed change of business scope and amendment of the articles of association was deliberated and adopted
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
See the Hengdian Entertainment Co.Ltd(603103) articles of Association (revised in 2022) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
（17） Deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
See the rules of procedure of Hengdian Entertainment Co.Ltd(603103) shareholders’ meeting (revised in 2022) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
（14） See the announcement of Hengdian Entertainment Co.Ltd(603103) on the proposed change of business scope and the amendment of the articles of association and its annexes (Announcement No.: 2022008) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day.
（18） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
According to the relevant provisions of the company law and the articles of association, it is agreed to hold the 2021 annual general meeting of shareholders of the company by on-site voting and online voting on April 8, 2022.
See the notice of Hengdian Entertainment Co.Ltd(603103) on convening the company’s 2021 annual general meeting (Announcement No.: 2022009) disclosed by the company on the website of Shanghai Stock Exchange, Shanghai Securities News and Securities Daily on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Online announcement attachment
1. Prior approval opinions of Hengdian Entertainment Co.Ltd(603103) independent directors on matters related to the fourth meeting of the third board of directors;
2. Independent opinions of Hengdian Entertainment Co.Ltd(603103) independent directors on matters related to the fourth meeting of the third board of directors.
It is hereby announced.
Hengdian Entertainment Co.Ltd(603103) board of directors March 12, 2022
