Securities code: Hengdian Entertainment Co.Ltd(603103) securities abbreviation: Hengdian Entertainment Co.Ltd(603103) Announcement No.: 2022008
Hengdian Entertainment Co.Ltd(603103)
On the proposed change of business scope and amendment of the articles of Association
Announcement of and its annexes
The board of supervisors and all supervisors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Hengdian Entertainment Co.Ltd(603103) (hereinafter referred to as "the company") held the third session of the board of directors on March 10, 2022
The fourth meeting of the board of directors and the fourth meeting of the third board of supervisors deliberated and adopted the
And the proposal on Amending the articles of association, the proposal on Amending the rules of procedure of the board of directors, and the proposal on Amending the articles of association
Proposal on the rules of procedure of Dongda meeting, proposal on Amending the rules of procedure of the board of supervisors and other relevant proposals. Will now
Relevant matters are announced as follows:
1、 Reason for revision
In order to better implement the company's "4 + 1" development strategy, the company plans to increase new business scope and
Further improve the standard operation level of the company and improve the corporate governance structure according to the latest securities law and the company
Law, guidelines for the articles of association of listed companies, listing rules of Shanghai Stock Exchange and other relevant laws and regulations
According to the provisions of the articles of association and other normative documents, the company plans to amend some provisions of the articles of association and relevant rules of procedure
Revision.
2、 Specific amendments to the articles of Association
Before and after revision
The company in paragraph 2 of Article 2 shall be established in the form of sponsor after the approval of the company in paragraph 2 of Article 2; Registered with Zhejiang provincial market supervision administration and established; Registered with Zhejiang market supervision and Administration Bureau and obtained a business license. Business license, unified social credit Code: 91330700681654885b.
Before and after revision
Article 11 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the general manager, deputy general manager and chief financial officer of the company, and refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company. Secretary of the board of directors.
Article 13 after being registered according to law, Business scope of the company: "general items: asset management services for enterprise headquarters management and self owned capital investment; advertising design and agency; advertising production; advertising release; non residential real estate leasing; Internet sales (except for the sale of goods requiring license); Internet sales of food (only pre packaged food); Food sales (only pre packaged food); Glasses sales (excluding contact lenses); Sales of maternal and infant supplies; Sales of household appliances; Retail of pet food and supplies; Clothing retail; Article 13 after being registered according to law, the business scope of the company is: retail of all cosmetics; Jewelry retail; Sales of knitwear and textiles; National film distribution; Design, production, agency and release: Sales of indoor supplies; Musical instrument retail; Furniture sales; Gift flower sales; All kinds of advertisements, film and television advertisements, venue leasing, exhibition and electronic product sales; Sales of daily necessities; Sales of daily necessities; Services; Investment and construction of cinemas; Enterprise management consulting; Film production, arts and crafts and etiquette supplies sales (ivory and its products, except for technical services of projection equipment; glasses (excluding corneal contact lenses); Retail of sporting goods and equipment; Sales of outdoor products; Entertainment sales; Sales of daily necessities, toys, handicrafts, electronic products and entertainment products; Toy sales; Sales of leisure and entertainment equipment. The following business scope is limited to the establishment of branches, which can be leased by license; Conference and exhibition services; Enterprise management consulting; Travel agency camp: Film screening; Food and Beverages; Pre packaged food and bulk service outlets tourism solicitation and consulting services; Organize culture and art delivery and food retail; Video game services; Film virtual reality experience flow activities; Experiential development activities and planning; Business training (no service) (for projects that need to be approved according to law, business activities can be carried out only after the approval of relevant departments, including education and training, vocational skill training and other training that need to obtain permission); Ticket agency service; Information system integration services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed items: film distribution; Film screening; Food Internet sales; Retail of publications; Recreational activities; Operation of performance venues; Production and operation of radio and television programs; Food and Beverages. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) "
(the specific business scope shall be subject to the approval of the market supervision and Administration Bureau).
Before and after revision
Article 18 all promoters shall be initiated by "horizontal"
"Cinema line Co., Ltd." is changed into Hengdian Entertainment Co.Ltd(603103) shares as a whole. Article 18 the name of the promoters of the company and the subscription shares are limited. When the company is established, the names of the promoters, the number of shares, the proportion of shares, the mode of capital contribution and the time of capital contribution are as follows: the names and the number of shares subscribed by the promoters are as follows:
Article 20 the company or its subsidiaries (including the subsidiaries of the company or its subsidiaries (including the subsidiaries of the company) that do not use gifts, advances, guarantees and compensation) shall not use gifts, advances, guarantees, compensation or loans to purchase or intend to purchase shares of the company, Provide any assistance to the proposer who purchases or intends to purchase the shares of the company. For any funding.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23. However, in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association, except under one of the following circumstances:
Acquisition of the company's shares: (I) reduction of the company's registered capital;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) cooperate with other companies holding shares of the company (III) use shares for employee stock ownership plan or equity merger; Excitation;
(III) award shares to the employees of the company; (IV) the shareholders request the company to purchase their shares due to their objection to the merger of the company made at the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the resolution on the merger and division of the company made at the general meeting of shareholders;
Dissenting from the resolution of merger and division and requiring the company to purchase its shares. (V) use the shares to convert the corporate bonds issued by the company into corporate bonds that the company does not buy or sell the shares of the company except under the above circumstances;
Share your activities. (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Article 24 when a company purchases its own shares, it can purchase its own shares through one of the following ways: through public centralized trading, or through laws, administrative regulations and (I) centralized bidding trading in stock exchanges; Other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 23 of the articles of association. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 25 Where the company purchases the shares of the company under the circumstances specified in items (I) and (II) of the company's shares due to items (I) to (III) of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders. If the company complies with the 20th, it shall be resolved by the general meeting of shareholders; After the company purchases the shares of the company due to the provisions of Article 23 of the articles of association, if it falls under the circumstances of item (I), item (III), item (V) and item (VI) of paragraph 1 of Article 13, it shall be cancelled within 10 days from the date of acquisition; Where the company's shares are purchased under the circumstances specified in this paragraph, they may be transferred or cancelled within more than two-thirds of a month in accordance with the provisions of paragraph 6 or the authorization of the general meeting of shareholders in accordance with the circumstances specified in paragraph (II) and (IV) of this chapter. Resolutions of board meetings attended by directors.
Before and after revision
If the company purchases the company's shares purchased by the company in accordance with item (III) of Article 23 due to paragraph 1 of Article 23 of the articles of association, which will not exceed the issued shares of the company and the shares of the head office, if it belongs to item (I), it shall collect 5% of the amount; The funds used for acquisition shall be written off within 10 days from the date of after tax profit purchase of the company; It belongs to the profit expenditure in Item (II) and (IV); The purchased shares shall be transferred to the post within one year. In case of any situation, they shall be transferred or cancelled within six months. It belongs to workers. Under the circumstances of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The public offering of the company shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company shall, After buying the company's shares or other equity securities, some of the company's shares are sold within 6 months after buying, or within 6 months, or
