Securities code: Hengdian Entertainment Co.Ltd(603103) securities abbreviation: Hengdian Entertainment Co.Ltd(603103) Announcement No.: 2022006 Hengdian Entertainment Co.Ltd(603103)
Announcement on estimated daily connected transactions in 2022
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.
Important content tips:
This daily connected transaction does not need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The daily related party transactions of the company are conducted in accordance with the principles of openness, fairness and impartiality, which will not have a substantive impact on the independence of the company and make the company form a greater dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 10, 2022, the fourth meeting of the third board of directors of Hengdian Entertainment Co.Ltd(603103) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's expected daily connected transactions in 2022. According to the provisions of the stock listing rules of Shanghai Stock Exchange, connected directors Xu Tianfu, Xu Wencai, Hu Tiangao and Li Baoping avoided voting.
The independent directors of the company reviewed the expected daily related party transactions in 2022 in advance and issued their prior approval opinions. They believed that the expected daily related party transactions of the company in 2022 were in line with the company law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions. The transaction price was priced with reference to the market price, and the transaction price was reasonable Fair, there is no damage to the interests of the company and the interests of minority shareholders, and there will be no adverse impact on the current and future financial status and operating results of the company. It is agreed to submit the proposal to the fourth meeting of the third board of directors of the company for deliberation, and the related directors need to avoid voting.
At the meeting of the board of directors, the independent directors expressed their independent opinions that: compared with previous years, there is no significant change or deviation in the transaction type, transaction mode and transaction price of the company's continuous related party transactions expected to occur with related parties in 2022, the market pricing principle is implemented, the pricing is reasonable, and there is no manipulation of the company's profits through related party transactions, There are no circumstances that harm the interests of the company and other shareholders. When the board of directors of the company considered the related party transactions, the related directors avoided voting, and we have no objection to this proposal.
This daily connected transaction does not need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（2） Forecast and implementation of daily connected transactions in 2021
Unit: 10000 yuan
Transaction type related party transaction content related party actual estimated amount in 2021
Purchase of scenery from related parties
Purchase tickets in the commodity area, accept catering, accommodation and conference services of Zhejiang Hengdian Entertainment Co.Ltd(603103) City Co., Ltd. at 500.00 391.34
Selling goods and selling services such as 600.00 174.76 lawsuit of guangwuzhou Film Distribution Co., Ltd. to related parties
Sell goods, sell 400.00 390.18 film coupons, advertisements and other services of Zhejiang Hengdian Entertainment Co.Ltd(603103) City Co., Ltd. to related parties
Sales of goods to related parties sales of 150.00 77.83 film coupons, advertising and other services of dongci Co., Ltd. of dianhengdian group
Sell goods, sell 200.00 38.31 shadow coupons, advertisements and other services of dianhengdian Group Holding Co., Ltd. to related parties
(III) forecast of daily connected transactions in 2022
According to the daily related party transactions between the company and related parties in 2021, in 2022, the company and Hengdian holding and its subordinate enterprises and joint-stock enterprises had sales of products, purchase of scenic spot tickets, acceptance of catering, accommodation, conference services, leasing services, etc., as follows:
Unit: 10000 yuan
Related party transaction content related party in 2022
Type estimated amount
Purchase: purchase scenic spot tickets from related parties, receive 700.00 goods from Zhejiang Hengdian Entertainment Co.Ltd(603103) City Co., Ltd., and accept catering, accommodation, conference affairs and purchase of goods
Purchase, lease and purchase services from related parties Zhejiang Hengdian Entertainment Co.Ltd(603103) Industrial Experimental Zone ying500.00 commodity visual Service Co., Ltd
Selling advertising and other services to related parties Wuzhou Film Distribution Co., Ltd. 300.00 goods
Sales: selling movie coupons, advertisements and 400.00 goods of Zhejiang Hengdian Entertainment Co.Ltd(603103) City Co., Ltd. to related parties
Sales: Sales of film coupons, advertisements, 100.00 goods of Hengdian Group Holding Co., Ltd. and other services to related parties
Sales service companies selling film coupons, advertising Hengdian group Hengdian Group Tospo Lighting Co.Ltd(603303) Co., Ltd. 150.00 goods to related parties
2、 Introduction and relationship of related parties
(I) Zhejiang Hengdian Entertainment Co.Ltd(603103) City Co., Ltd
Date of establishment: October 24, 2001
Registered capital: 501.6 million yuan
Address: Wansheng street, Zhejiang Hengdian Entertainment Co.Ltd(603103) Industrial Experimental Zone, Dongyang City, Jinhua City, Zhejiang Province
Business scope: general items: scenic spot management; Park management services; Conference and exhibition services; Amusement park services; Film production services; Catering management; Internet sales (except sales of goods requiring license); Cultural venue management services (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license). Permitted items: accommodation services; Food and Beverages; Clinic services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
As of December 31, 2021, it has total assets of 130541077 million yuan, net assets of 43113828 million yuan, main business income of 19538594 million yuan and net profit of - 4041581 million yuan (Unaudited).
Affiliated relationship with the listed company: it is a subordinate enterprise of the controlling shareholder of the company, which forms an affiliated party with the company because it is under its control with the company.
(II) Zhejiang Hengdian Entertainment Co.Ltd(603103) Industry Experimental Zone film and Television Service Co., Ltd
Date of establishment: August 18, 2004
Registered capital: 10 million yuan
Address: business building, Zhejiang Hengdian Entertainment Co.Ltd(603103) Industrial Experimental Zone, Dongyang City, Jinhua City, Zhejiang Province
Business scope: tax consultation, tax declaration, bookkeeping agent; Film and Television planning and consulting; Film and television exhibition services; Management services for film and television enterprises; Corporate image planning. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of December 31, 2021, its total assets were 6383767 million yuan, net assets -421786 million yuan, main business income was 425821 million yuan, and net profit was -2.495 million yuan (Unaudited).
Affiliated relationship with the listed company: it is a subordinate enterprise of the controlling shareholder of the company, which forms an affiliated party with the company because it is under its control with the company.
(III) Wuzhou Film Distribution Co., Ltd
Date of establishment: April 3, 2014
Registered capital: 50 million yuan
Address: No. 1602, Dongyue Island Industrial Park, Qingdao, Shandong Province
Business scope: national film distribution; Investment and management of film and television projects (without the approval of the financial regulatory department, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee and customer financing); Organize cultural and artistic exchanges (excluding performances), film and Television planning, design, production, agency and release: advertising, exhibition services, market research, rental of photographic equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). As of December 31, 2021, it has total assets of 196692100 yuan, net assets of 730386 million yuan, main business income of 16352007 million yuan and net profit of 2.054 million yuan (Unaudited).
Affiliated relationship with the listed company: it is a joint-stock enterprise of the company, thus forming an affiliated party with the company. (IV) Hengdian Group Holding Co., Ltd
Date of establishment: November 22, 1999
Registered capital: 2 million yuan
Address: No. 42, Wansheng street, Hengdian Town, Dongyang City, Zhejiang Province
Business scope: general items: holding company services; Enterprise headquarters management; Asset management services invested by self owned funds; Production of magnetic materials; Manufacturing of photovoltaic equipment and components; Motor manufacturing; Manufacturing of special electronic materials; Lighting fixture manufacturing; Manufacturing of special chemical products (excluding hazardous chemicals); Scenic spot management; Film production services (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license). Licensed items: drug production; Pesticide production; Production of class III medical devices; General contracting of housing construction and municipal infrastructure projects; Real estate development and operation; Film screening; Film distribution; Tourism business; Production and operation of radio and television programs; General aviation services; Civil airport operation; Import and export of goods; Technology import and export; Gas operation; Power generation, transmission and power supply business; Medical services; Tap water production and supply (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). As of December 31, 2021, it had total assets of 112202189600 yuan, net assets of 25781820100 yuan, main business income of 71836417700 yuan and net profit of 2760936500 yuan (Unaudited).
Relationship with the listed company: it is the controlling shareholder of the company, thus forming a related party with the company. (Ⅴ) Hengdian Group Tospo Lighting Co.Ltd(603303)
Date of establishment: December 30, 1996
Registered capital: 47694457500 yuan
Address: Hengdian Industrial Zone, Dongyang City, Zhejiang Province
Business scope: general items: lighting appliance manufacturing; Lighting appliance sales; Manufacturing of electronic components; Sales of electronic components and electromechanical components and equipment; Research and development of household appliances; Manufacturing of household appliances; Sales of household appliances; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Mechanical equipment leasing; Non residential real estate leasing (except for the projects that must be approved according to law, the projects that must be approved can only be carried out after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
As of December 31, 2021, its total assets were 5008303700 yuan, the owner's equity attributable to the shareholders of the listed company was 3095762500 yuan, the main business income was 527308100 yuan, and the net profit attributable to the shareholders of the listed company was 327730300 yuan (audited).
Affiliated relationship with the listed company: it is a subsidiary of the controlling shareholder of the company, which forms an affiliated party with the company because it is controlled by Hengdian holding with the company.
3、 Main contents and pricing policies of related party transactions
The daily related party transactions expected to occur between the company and related parties in 2022 are mainly related party transactions such as sales of products, purchase of scenic spot tickets, acceptance of catering, accommodation and conference services, house leasing and so on. All related party transactions between the company and related parties are conducted under the principles of equality, voluntariness, fairness and fairness. The pricing method of related party transactions is to determine the transaction price based on the principle of marketization. The pricing of related party transactions shall follow the market principles of fairness, impartiality, equivalence and compensation, and shall not damage the interests of the company and other shareholders.
4、 Purpose of related party transactions and its impact on listed companies.
The above related party transactions are transactions required for the company's normal business and are conducive to the development and implementation of the company's daily business. The pricing policy and basis of the above related party transactions are determined in accordance with the general commercial principles of openness, fairness and impartiality. The transaction price is determined based on the principle of market fair price and with reference to the market transaction price. It is a complete market behavior consistent with the pricing policies of other customers of the company. There is no situation that will damage the interests of the company or all shareholders and will not damage the interests of the listed company. Therefore, The daily related party transactions will not have a substantial impact on the independence of the company and will not make the company form a greater dependence on related parties.
It is hereby announced.
Hengdian Entertainment Co.Ltd(603103) board of directors March 12, 2022
