Securities code: Beijing Enlight Media Co.Ltd(300251) securities abbreviation: Beijing Enlight Media Co.Ltd(300251) Announcement No.: 2022010 Beijing Enlight Media Co.Ltd(300251)
Announcement on external financial assistance
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. The subsidiary of Beijing Enlight Media Co.Ltd(300251) (hereinafter referred to as “the company”) Beijing Ray Film Co., Ltd. (hereinafter referred to as “ray film”) intends to provide financial assistance of RMB 23.7 million to Chunqiu era (Pingtan) Film Co., Ltd. (hereinafter referred to as “Chunqiu Pingtan”) and Yunnan Chunqiu Era Film Co., Ltd. (hereinafter referred to as “Yunnan Chunqiu”) with its own funds, with an annual interest rate of 8% and a loan term of no more than 12 months.
2. The financial assistance has been deliberated and approved at the 6th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors of the company. Since the latest audited asset liability ratio of Chunqiu Pingtan and Yunnan Chunqiu exceeds 70%, the financial assistance needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The company will pay close attention to the future operation and financial situation of Chunqiu Pingtan and Yunnan Chunqiu, continue to do a good job in risk control, and actively take measures to recover the loan. Although the company has taken corresponding risk control measures for this financial assistance, there are still some risks. Please pay attention to the investment risks.
1、 Overview of financial assistance
1. Main reasons for financial assistance
The project of Yunnan spring and autumn film industry (hereinafter referred to as “Yuntan Guangguang” for short) needs to be funded by finance. Ray pictures is the producer and distributor of the project. The project is directed by 500 excellent film and television dramas such as “chasing the murderer in the white night”, “psychological crime”, “middle Bureau of antiques bureau” and “big man”, which have been successfully directed and supervised, and created by the excellent creative team in the industry. It is an action drama showing the victory of the fight against Mafia. The project uses the cases of eliminating underworld and evil to shape “characters”. The story is deeply rooted in the people’s livelihood and has great social practical significance; Diversified scenes, rich scenes and strong film and television effect; Through the means of film and television art, the temporary name of scan 1 is objectively reflected, and the film name shall be subject to the final release.
The phased achievements, theme breakthrough and story innovation of the elimination of underworld and evil are a faith-based main melody commercial film, which carries the people’s good expectations for a clean and positive social environment and can arouse the audience’s emotional resonance.
Chunqiu Pingtan and Yunnan Chunqiu are subordinate companies of Chunqiu era film. Chunqiu era film is a film and television cultural content production company, which maintains good cooperation and interaction with relevant art management departments and has good resource integration ability. Since its establishment, the film industry in the spring and Autumn period has produced mainstream films including “war wolf” series films and “sky hunting” and “big man”, which has certain advantages in the field of main melody commercial films. Mr. LV Jianmin is a senior film producer and producer. He is the chairman of the film industry in the spring and Autumn period. He has successfully produced or distributed film works such as war wolf series, Dahua journey to the west 3, sky hunting and blind well.
This financial assistance will not affect the normal business development and capital use of the company, and does not belong to the situation that financial assistance is not allowed under the provisions of Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as “Listing Rules”) and Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation”).
2. Review procedure
The financial assistance has been deliberated and approved at the sixth meeting of the Fifth Board of directors of the company with 9 votes in favor, 0 votes against and 0 abstentions. Since the latest audited asset liability ratio of Chunqiu Pingtan and Yunnan Chunqiu exceeds 70%, the financial assistance needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the funded object
(I) basic information of Pingtan in spring and Autumn
1. Basic information of Pingtan in spring and Autumn
Name: Chunqiu era (Pingtan) Film Co., Ltd
Date of establishment: December 10, 2018
Registration place: 11th floor, building 2, jinjingwan business operation center, Pingtan Comprehensive Experimental Zone
Registered capital: RMB 3 million
Legal representative and actual controller: LV Jianmin
Controlling shareholder: Chunqiu times (Beijing) Film Co., Ltd
Main business: film and television program production, film and television program distribution, literary and artistic creation and performance, cultural and artistic activity planning, operational performance and brokerage business, socio-economic consulting (excluding financial business consulting), information technology consulting services, animation and cartoon design and production, advertising design, production, agency and release, photographic expansion services, entertainment and sports equipment rental, conference and exhibition services, Packaging services. If there is no license stipulated in laws and regulations or the decision of the State Council, they can choose their own business projects to carry out business. (the above items do not include finance, securities, insurance, futures and other items that need to be approved) (for items that need to be approved according to law, business activities can be carried out only after being approved by relevant departments) 2. Financial situation of the funded object
(1) As of December 31, 2021, the total assets of Chunqiu Pingtan were 10821339978 yuan, the total liabilities were 10184278433 yuan, and the owner’s equity attributable to the parent company was 637061545 yuan; In 2021, the operating income of Chunqiu Pingtan was 5415081 yuan, and the net profit attributable to the owner of the parent company was 1374771 yuan. The above financial data have been audited.
(2) The total amount involved in contingencies is RMB 2249102.
(3) The credit status of Pingtan in spring and autumn is good.
3. There is no relationship between Chunqiu Pingtan and the company.
4. Property right and control relationship of Chunqiu Pingtan:
LV Jianmin, Zhou Pu
99% 1%
Beijing Zezhou enterprise management center (limited partnership) Zhao Qijin, Bao Weiguo, Wang Weidong
93.9% 4.5% 0.8% 0.8%
Spring and autumn era (Beijing) Film Co., Ltd
100%
Spring and autumn era (Pingtan) Film Co., Ltd
5. The company did not provide financial assistance to Chunqiu Pingtan in the previous fiscal year.
6. Chunqiu Pingtan is not the person who is executed for breaking his promise.
(II) basic information of Yunnan in spring and Autumn
1. Basic information of Yunnan in spring and Autumn
Yunnan Chunqiu times Film Co., Ltd
Date of establishment: October 8, 2021
Registered address: 405-6, building 1, Dianzhong Airport Business Plaza, dianxing street, Central Yunnan new area, Yunnan Province
Registered capital: RMB 3 million
Legal representative, controlling shareholder and actual controller: Zhou Mi
Main business: licensed items: production and operation of radio and television programs; Production of audio-visual products; Film distribution; TV drama distribution (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) general projects: film production; Organize cultural and artistic exchange activities; Conference and exhibition services; Advertising design and agency; Advertising production; Advertising; Film production services; Translation services; Camera and video production services; Corporate image planning (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). 2. Financial situation of the funded object
(1) As of December 31, 2021, the total assets of Yunnan Chunqiu are RMB 126099472, the total liabilities are RMB 126104908, and the owner’s equity attributable to the parent company is RMB -54.36; In 2021, the operating income of Yunnan spring and autumn is RMB 0, and the net profit attributable to the owner of the parent company is RMB -54.36. The above financial data have been audited.
(2) The credit status of Yunnan Chunqiu is good.
3. There is no relationship between Yunnan Chunqiu and the company.
4. Property right and control relationship of Yunnan Chunqiu: Zhou Mi holds 100% equity of Yunnan Chunqiu.
5. The company did not provide financial assistance to Yunnan Chunqiu in the previous fiscal year.
6. Yunnan Chunqiu is not the person to be executed for dishonesty.
3、 Main contents of financial assistance agreement
1. Contract signing date: March 23, 2022
2. Place of contract signing: Dongcheng District, Beijing
3. Parties to the contract
Lender: Ray pictures (hereinafter referred to as “party a”)
Borrower: Chunqiu Pingtan, Yunnan Chunqiu (hereinafter referred to as “Party B”)
Guarantor: LV Jianmin (hereinafter referred to as “Party C”)
4. Funding method: self owned funds
5. Loan amount: RMB 23.7 million
6. Loan term: no more than 12 months, calculated from the date when Party A provides the first loan to Party B.
7. Loan interest: the annual interest rate of the loan is 8%, and the loan interest is calculated independently from the date of each loan to the expiration of the repayment period.
8. Purpose of loan: it is used to invest in the production of the film “anti Mafia · clear the clouds and see the sun”.
9. Security measures
(1) Joint and several guarantee:
As the legal representative of Chunqiu Pingtan, Party C shall be jointly and severally liable to Party A for all debts and / or obligations of Party B under this contract.
(2) Pledge of accounts receivable:
Party B enjoys the rights and interests in the film “wolves” 2 and “sweeping away the darkness · seeing the sun”. Party B agrees to set mortgage and provide guarantee for Party A on its accounts receivable in the two films, and Party A is the Pledgee of the pledged property.
10. Conditions to be observed by the funded object:
(1) Before the debts under this contract are fully paid off, Party B and / or Party C shall not transfer, transfer, sell, gift, create guarantee, trust or otherwise deal with the personal / company property and property rights and interests, and shall not reduce the value of the above property.
(2) In order to ensure the purpose of the loan, Party B and Party C shall timely provide the payment basis for film production, film production progress and other relevant materials or supporting documents as required by Party A.
11. Liability for breach of contract
Party B shall repay all the principal and interest of the loan to Party A on time and in full before the expiration of the loan term. If Party B fails to return all the loan principal and interest to Party A within the loan period agreed in this contract, it shall pay liquidated damages to Party A according to the standard of 4 / 10000 / day based on the unpaid amount (including the unpaid principal and interest) until the date of full payment.
4、 Financial aid risk analysis and risk control measures
In order to effectively prevent the default risk of this financial aid and safeguard the interests of the company and shareholders, the borrower of this financial aid sets a pledge and provides guarantee for ray film with its accounts receivable in the above two films, and ray film is the Pledgee of the pledged property; At the same time, Mr. LV Jianmin, the legal representative of Chunqiu Pingtan, provided guarantee to Guangguang film and assumed joint and several guarantee liabilities. Despite the above risk prevention and control measures, there are still some risks in this financial assistance. Please make careful decisions and pay attention to investment risks.
5、 Opinions of the board of directors
The board of Directors believes that this financial subsidy is conducive to promoting the production of film projects participated by the company and will not affect the normal operation of the company; And the company has taken necessary risk control measures to reduce the relevant risks of the company. The funded object has the ability to perform the contract, the pricing of fund use rate is fair, in line with the average level of the market, and the overall risk is relatively controllable. The financial assistance provided to the outside world meets the requirements of laws and administrative regulations, and there is no damage to the company and small and medium-sized 2. The film originally named “my mercenary career” is a film invested and distributed by the company, and the film name shall be subject to the final release.
The interests of shareholders.
6、 Opinions of the board of supervisors
The board of supervisors believes that the financial assistance provided by the subsidiary to the outside world complies with the relevant provisions of the company law, the listing rules and the standardized operation. The financial assistance meets the needs of the company’s business development and the procedures are in compliance. We agree to the financial assistance provided by the company this time.
7、 Opinions of independent directors
The independent directors believe that: the financial assistance provided by the subsidiary is conducive to promoting the production of the film “eliminate the underworld · see the sun through the clouds” produced and distributed by the company, and the subsidiary charges fair and reasonable loan interest, which is conducive to improving the use efficiency of its own funds; Necessary risk control measures have been taken to reduce the capital risk of the company; The necessary review procedures have been performed, and there is no transfer of interests or damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, we agree that the company will provide financial assistance to the outside world this time and agree to submit this proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Accumulated amount of financial assistance and overdue amount
After providing financial assistance this time, the total balance of financial assistance provided by the company is RMB 124.7 million, accounting for 1.38% of the company’s latest audited net assets; The total balance of financial assistance provided by the company to units outside the consolidated statements is RMB 42.58 million, accounting for 0.47% of the company’s latest audited net assets. The company does not have the situation that the financial assistance has not been recovered within the time limit.
9、 Documents for future reference
1. Resolution of the 6th meeting of the 5th board of directors of the company
2. Resolution of the 5th meeting of the 5th board of supervisors of the company
3. Independent opinions of independent directors on relevant matters
It is hereby announced
Beijing Enlight Media Co.Ltd(300251)
Board of directors
