Shanghai Film Co.Ltd(601595) 2022 first extraordinary general meeting of shareholders
Meeting materials
March, 2002
catalogue
Notes to the general meeting of shareholders 2 agenda of the general meeting of shareholders 4 proposal 1 proposal on changing the investment project of raised funds 5 motion 2: proposal on adjusting the remuneration standard of independent directors ten
Notice to shareholders’ meeting
Important note: in order to do a good job in epidemic prevention and control, effectively reduce personnel gathering and reduce the risk of epidemic transmission, it is recommended that shareholders give priority to participating in the voting of this general meeting of shareholders through online voting. According to the epidemic prevention requirements, shareholders and shareholders’ representatives participating in the on-site meeting must issue their own nucleic acid test negative report (paper report or health cloud app electronic report) within 48 hours of the shareholders’ meeting, do a good job in epidemic prevention, wear masks throughout the process, and actively cooperate with epidemic prevention and control such as identification and body temperature detection. The venue of the general meeting of shareholders will receive shareholders from 1:30 p.m. on March 25, 2022 until the end of the meeting. In order to protect the legitimate rights and interests of all shareholders of Shanghai Film Co.Ltd(601595) (hereinafter referred to as “the company”), maintain the normal order of the general meeting of shareholders, ensure the efficiency of the general meeting of shareholders, and ensure that the general meeting of shareholders is held on schedule and smoothly, these instructions are hereby formulated in accordance with the company law of the people’s Republic of China, the articles of association, the rules for the general meeting of shareholders of listed companies and the relevant provisions of the CSRC.
1、 The general meeting of shareholders shall set up a meeting affairs group, and the Secretary of the board of directors of the company shall be responsible for the procedure arrangement and meeting affairs of the meeting.
2、 In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders’ representatives) attending the meeting, the company has the right to refuse other persons to enter the meeting place according to law, except the shareholders (or shareholders’ representatives), the company’s directors, supervisors, senior managers, the company’s Witness lawyers and the persons invited by the board of directors.
3、 Shareholders (or shareholders’ representatives) attending the meeting must go through the sign in procedures at the meeting site 10 minutes before the meeting, and please show the securities account card, ID card or legal entity certificate, power of attorney and participation receipt as required. They can attend the meeting only after receiving the meeting materials after verification.
4、 Shareholders (or shareholders’ representatives) enjoy the right to speak, consultation, voting and other rights and interests according to law. If a shareholder (or shareholder representative) requests to speak at the general meeting of shareholders, he / she can register with the meeting affairs group of the general meeting at the time of signing in, fill in the registration form of speeches at the general meeting of shareholders, indicate the intention and main points of the speech, and briefly indicate the required time. At the meeting, the host will make overall arrangements for shareholders (or shareholders’ representatives) to speak. When speaking, shareholders (or shareholders’ representatives) should first report their names or the shareholders they represent and the number of shares they hold, and the topic of the speech should be related to the topic of the meeting; If you want to know more about the company beyond the scope of the topic, you can consult the Secretary of the board of directors after the meeting. Each shareholder (or shareholder representative) shall speak and ask questions no more than twice, and each speech shall not exceed 5 minutes in principle. The directors and senior managers of the company shall answer the questions of shareholders (or shareholders’ representatives) in a serious, responsible and targeted manner, and the time for all answers shall be controlled within 30 minutes.
5、 In order to improve the efficiency of the proceedings of the general meeting, the on-site voting of the general meeting shall be carried out after the answers to the questions of shareholders are completed. The voting at the on-site meeting adopts the method of open ballot. The shareholders are requested to fill in the votes as required, and the votes will be received by the staff of the meeting.
6、 Before voting on the proposal, the general meeting will elect two shareholder representatives to participate in vote counting and scrutinizing; When the general meeting votes on the proposal, lawyers, shareholders’ representatives and supervisors’ representatives shall be jointly responsible for counting and supervising votes; The voting results shall be announced by the moderator of the meeting.
7、 The board of directors of the company hired lawyers from Shanghai Branch of Beijing Jindu law firm to attend the shareholders’ meeting and give legal opinions.
8、 Shareholders (or shareholders’ representatives) attending the general meeting of shareholders shall earnestly fulfill their legal obligations. After the meeting, please put the mobile phone ring in a silent state, respect and safeguard the legitimate rights and interests of other shareholders and ensure the normal order of the general meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, provoke trouble and infringe on the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment.
9、 The expenses incurred by the shareholders or their representatives in attending the general meeting shall be borne by the shareholders themselves.
Agenda of shareholders’ meeting
On site meeting time: 14:00, Friday, March 25, 2022
Online voting time: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Venue of on-site meeting: conference room, 13th floor, block C, No. 595, Caoxi North Road, Xuhui District, Shanghai
Convener of the meeting: the host of the fourth board meeting of the company: Mr. Wang Jianer, chairman of the board of directors. Agenda of the meeting: (I) the host announced the beginning of the meeting and read out the number of shareholders present and the shares of shareholder representatives. （2） Matters considered and heard:
1. Deliberating the proposal on changing the investment projects of raised funds
2. Deliberating on the proposal on adjusting the remuneration standard of independent directors (III) statements and questions of shareholders (IV) nominating and electing vote monitors and vote counters (V) the host announces the commencement of on-site voting, and the shareholders or shareholder representatives present fill in the votes and vote (VI) statistics of on-site voting results (VII) announcement of on-site voting results (VIII) witness lawyers announce the legal opinions of the general meeting of shareholders (IX) the host declares the end of the on-site meeting
Proposal 1 proposal on changing the investment project of raised funds
Shareholders and shareholder representatives:
Shanghai Film Co.Ltd(601595) (hereinafter referred to as “the company”) issued 93500000 ordinary shares in RMB for the first time, with the issue price of RMB 10.19 per share. The share price was fully paid in RMB, totaling RMB 952765000. After deducting the underwriting and recommendation fees, issuance registration fees and other transaction fees totaling RMB 453772 million, the net funds raised amounted to RMB 9073878. As of December 31, 2021, according to the unaudited data, the company has used 6179981 million yuan of raised funds, received 41.086 million yuan of net deduction of handling charges from the interest income of raised funds, and the balance of unused raised funds is 3304757 million yuan.
According to the development trend of the industry, combined with the actual situation of the company and the development needs of its main business, in order to ensure the use efficiency of the raised funds, it is proposed to change the investment direction of 1443327 million yuan in the original investment project of the raised funds for the investment and construction of the “Shanghai cinema upgrading project”, aiming to create a landmark high-quality film culture space in the city and continue the long-term high-quality brand reputation of “Shanghai cinema” On the basis of inheriting and retaining cultural memory, the “Shanghai cinema” will be renovated and upgraded in an all-round way.
The details of the project invested by the raised funds are as follows:
1、 Situation and reasons for changing raised investment projects
（1） Planned investment and actual investment of the original project
The company’s original raised investment project “new construction and upgrading of cinemas” (hereinafter referred to as the “original project”) plans to use the raised funds to invest in the construction of 33 cinemas. The total investment of the project is expected to be 813.22 million yuan, and the total amount of raised funds to be used is 681.85 million yuan; It was originally planned to use the raised funds to transform and upgrade 12 self owned cinemas, a total of 13 cinemas, including the transformation of 4D cinemas in 8 cinemas, IMAX cinemas in 2 cinemas, panoramic sound cinemas in 3 cinemas and the overall renovation and transformation of 6 self owned cinemas. The total investment of the project is expected to be 80.88 million yuan, and the raised funds are proposed to be 62.8 million yuan. Up to now, 25 new cinemas have been built in the original project, and 407.66 million yuan of raised funds have been used; The transformation of 4D cinema of 4 cinemas, IMAX cinema of 2 cinemas, panoramic sound cinema of 2 cinemas and overall renovation of 4 cinemas have been completed, and the raised funds have been used for 47.6 million yuan.
It is proposed to change four new cinema projects that have not been implemented in the original project, with a total investment of 81.14 million yuan; For the two suspended new cinema projects, the total investment is planned to be 51.57 million yuan. In the early stage, the accumulated raised funds of 1.3185 million yuan have been used for the purchase of some equipment, and the net raised funds to be changed is planned to be 502515 million yuan. Therefore, the amount of funds raised for the new cinema project is 1313915 million yuan.
Unit: 10000 yuan
No. cinema name investment budget used raised fund change amount
1 Longhu Xi’an Shidai Tianjie Cinema (IMAX) 33581163242
2 Longhu Ningbo star mosaic studios 1371 – 1371
3 Shanghai Xinchang Zhongyou City Plaza cinema 1462 – 1462
4 Shanghai Jiading cinema 179915.85178315
Impression of Shanghai (ima12) 385
6 Nanchang Huamao 1469 – 1469
Total 13271131.851313915
At the same time, it is proposed to change the 7 self owned cinema upgrading and transformation projects that have not been implemented in the original project, including the transformation of 4D cinema of 4 cinemas, the transformation of panoramic sound cinema of 1 cinema and the overall renovation and transformation of 2 self owned cinemas. The total investment is 14.47 million yuan, of which the investment of the company is 129412 million yuan. It is proposed to use all the raised funds, Therefore, the amount of raised funds originally planned to be used for the upgrading and reconstruction project of self owned cinemas is 129412 million yuan.
Unit: 10000 yuan
Cinema name investment budget proposed raised fund change amount
4D cinema reconstruction
Shanghai youyicheng cinema 312159.12 159.12
Shanghai cinema 134
Shanghai World Expo studios 179179
Shanghai Baoshan cinema 191191
Reconstruction of panoramic sound studio
Shanghai World Expo studios 40
Renovation of cinemas
Hangzhou cinema 431
Liaoning xinmat cinema 160
Total 14471294.12
To sum up, the company plans to change the investment direction of the raised funds of 1443327 million yuan involved in 6 new cinema projects and 7 self owned cinema upgrading projects in the original project.
（2） Specific reasons for the change of the original project
Based on the development trend of the industry and the adaptability assessment of the original project at the present stage, according to the changes in the consumption demand of the audience after the epidemic, some new cinema projects and self owned cinema upgrading and reconstruction projects originally planned to use the raised funds will not continue to be implemented. Therefore, in order to ensure the use efficiency of the raised funds, combined with the 14th five year plan of the company and the guidance of “3 + 1” strategy, it is proposed to change the investment direction of 1443327 million yuan in the original project to create a carrier of “cinema +” composite culture and entertainment consumption format, provide consumers with high-quality and diversified film culture and entertainment lifestyle, and explore a new model in the era of Urban Cinema 3.0.
2、 Specific contents of the new project
The new project to be invested with the raised funds is “Shanghai cinema upgrading and reconstruction project”, with a total planned investment of RMB 1446035 million, of which the raised funds are proposed to be used of RMB 1443327 million. The project investment mainly covers fixed asset investment, engineering cost and equipment purchase and installation. After the completion of the new project, Shanghai cinema will not only retain the original one thousand person cinema, but also build it into the “most beautiful premiere hall”. At the same time, the commercial area other than the cinema will explore the integration of “cinema +” diversified formats and innovative operation mode. The newly renovated Shanghai cinema will be linked with the urban renewal plan to jointly build a film art fashion block and promote the integrated development of the film industry and culture, business and tourism. Shanghai Film
