除上述修订外，公司章程其他条款无变更。 华谊兄弟传媒股份有限公司董事会 二〇二三年八月十四日 华谊兄弟传媒股份有限公司 章程修订对比（2023 年 8 月） 华谊兄弟传媒股份有限公司（以下简称"公司"）根据修订后的《证券法》 《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指 引第 2 号——创业板上市公司规范运作》等法律、行政法规、部门规章和规范性 文件的相关规定，及为优化公司治理结构，完善公司章程，拟对《公司章程》的 相关条款进行修订，具体如下： | 修订前 | 修订后 | | --- | --- | | 第一百三十四条 公司设总经理 1 名， | 第一百三十四条 公司设总经理 1名， | | 由董事会聘任或解聘。 | 由董事会聘任或解聘。 | | 公司设副总经理若干名，由董事会聘任 | 公司设副总经理若 3 名，由董事会聘任 | | 或解聘。 | 或解聘。 | | 公司总经理、副总经理、财务负责人、 | 公司总经理、副总经理、财务负责人、 | | 董事会秘书为公司高级管理人员。 | 董事会秘书为公司高级管理人员。 | ...

证券代码：300027 证券简称：华谊兄弟 公告编号：2023-064 华谊兄弟传媒股份有限公司 关于公司实际控制人股份减持计划时间过半的进展公告 公司实际控制人王忠军、王忠磊保证向本公司提供的信息内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 华谊兄弟传媒股份有限公司（以下简称"公司"）于2023年4月17日在巨潮资 讯网（http://www.cninfo.com.cn/）上披露了《关于公司实际控制人计划减持 公司股份的提示性公告》（公告编号：2023-015）。公司实际控制人王忠军、王忠 磊计划自公告之日起十五个交易日后的六个月内（相关法律法规规定禁止减持的 敏感期除外），拟以集中竞价交易方式减持公司股份不超过55,490,118股，即不 超过本公司总股本的2%（若此期间公司总股本发生变化，减持股份数量将相应进 行调整，减持比例不变）。减持所得资金主要用于偿还股票质押融资，降低质押 风险，更好地保障控制权稳定性。 | | 有限售条件股份 | 292,626,046 | 10.55% | 292,626,046 | 10.5 ...

本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 华谊兄弟传媒股份有限公司（以下简称"公司"）于今日收到公司股东杭州 阿里创业投资有限公司（以下简称"阿里创投"）、马云发来的《股份减持情况告 知函》：自2023年8月10日至2023年8月11日，阿里创投和马云通过大宗交易方式 累计减持公司股份合计55,490,116股，超过公司总股本的1%。此外，阿里创投通 过转融通证券出借方式，于2023年8月9日出借公司股份27,745,000股，占公司总 股本的0.999998%。权益变动后，杭州阿里创业投资有限公司、马云先生合计共 持有公司股份140,507,016股，占公司总股本的5.064218%。具体情况如下： 此外，阿里创投通过转融通证券出借方式，于 2023 年 8 月 9 日出借公司股 份 27,745,000 股，占公司总股本比例为 0.999998%。 二、股东权益变动超过1%的情况 1.基本情况 股东名称 减持方式 减持期间 减持股数（股） 占公司总股本比 例 阿里创投 大宗交易 2023.8.10 13,872,500 0.499999% 马云 大宗交易 2023.8.10 13 ...

证券代码：300027 证券简称：华谊兄弟 公告编号：2023-063 2023 年 8 月 3 日，公司实际控制人、董事长王忠军先生的助理由于操作失 误通过其证券账户在二级市场以集中竞价交易的方式卖出了公司股票，交易的具 体情况如下： | | 交易日期 | | 交易方向 | 交易数量（股） | 交易均价（元/股） | 成交金额（元） | | --- | --- | --- | --- | --- | --- | --- | | 2023 | 年 8 月 | 3 | 日 卖出 | 328,700 | 3.04 | 999,248 | 本次减持计划已于 2023 年 4 月 17 日披露，详见公司在巨潮资讯网 （http://www.cninfo.com.cn/）上披露的《关于公司实际控制人计划减持公司 股份的公告》（公告编号：2023-015）。由于公司已预约于 2023 年 8 月 30 日披露 《2023 年半年度报告》，本次交易属于定期报告披露窗口期，违反了《上市公司 股东、董监高减持股份的若干规定》、《深圳证券交易所上市公司股东及董事、监 事、高级管理人员减持股份实施细则》及《深圳证券交易所上市公司自 ...

特别提示： 公司控股股东、实际控制人王忠军、王忠磊累计质押股份数量占其所持公 司股份数量比例超过 80%，请投资者注意相关风险。 证券代码：300027 证券简称：华谊兄弟 公告编号：2023-062 华谊兄弟传媒股份有限公司 关于股东部分股份解押的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 三、控股股东及其一致行动人股份质押情况 1、王忠军先生、王忠磊先生为一致行动人及公司的控股股东、实际控制人。 王忠军先生，中国国籍，无境外永久居留权，住所地为北京市朝阳区，最近 三年任华谊兄弟传媒股份有限公司董事长。 华谊兄弟传媒股份有限公司（以下简称"公司"）近日接到股东王忠军先生 的通知，获悉王忠军先生将其之前质押的公司部分股份解除质押，具体事项如下： 一、股东股份解除质押的基本情况 | | 是否为控 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 股东 | 股股东或 | 本次解除质 | 占其所持股 | 占公司总股 | 质押 | 解除质押 | | | 名称 | 第一大股 | ...

Group 1: Film Releases and Performance - "The Wandering Earth 2" directed by Guo Fan was released on January 22, 2023, achieving a cumulative box office of approximately ¥4.025 billion [5][10] - "Rock Dog 3: Ride On" was released on March 11, 2023 [5][10] - "Universe Exploration Editorial Department" was released on April 1, 2023 [5][10] - "Delicious Love" was released on April 15, 2023 [5][10] - "Slam Dunk" was released on April 20, 2023 [5][10] - "The Volunteer Army: Heroic Charge" is scheduled for release during the National Day holiday in 2023 [5][10] Group 2: Upcoming Projects - "Ex-Files 4: Early Marriage" has completed filming and is expected to be released in Q3 2023 [1][5] - "If You Are the One 3" is in preparation for filming, with a planned release in Q4 2023 [1][5] - Several other projects are in various stages of production, including "Special Gift," "Web People," "Parallel Tasks," "Young Rocket," and "Super Mario" [1][5] Group 3: Strategic Focus and Governance - The company is focusing on optimizing resource allocation and divesting non-core assets to support its main business [6][10] - The strategy for high-quality development includes "refining content, improving quality; IP as the core, empowering distribution" [6][10] - The company aims to enhance the quality rate of film projects and innovate in IP content distribution [6][10] Group 4: Financial Health and Risk Management - The company has been actively reducing its interest-bearing debt and maintaining stable relationships with banks [10][12] - The actual controller plans to reduce holdings to repay stock pledge financing, which will not affect the company's control [10][12] - Recent regulatory changes have significantly reduced the risk of delisting for the company [8][12]

Financial Performance - The company's revenue for Q1 2023 was approximately ¥233.39 million, representing a 76.58% increase compared to ¥132.17 million in the same period last year[5]. - The net loss attributable to shareholders narrowed to approximately ¥10.56 million, an improvement of 91.99% from a loss of ¥131.82 million in the previous year[5]. - The net profit for Q1 2023 was a loss of ¥1,765,412.34, an improvement from a loss of ¥133,548,232.68 in Q1 2022[34]. - The company reported a total comprehensive income of -¥15,468,036.51 for Q1 2023, compared to -¥138,131,267.71 in the previous year, showing a significant reduction in losses[34]. - The company's basic earnings per share improved by 92.00% year-on-year, reflecting an increase in net profit attributable to shareholders[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately -¥16.80 million, a reduction of 85.09% from -¥112.67 million in the previous year[9]. Cash Flow and Operating Activities - The net cash flow from operating activities was approximately -¥19.15 million, which is a 74.65% improvement from -¥75.51 million in the same period last year[5]. - Cash flow from operating activities for Q1 2023 was -¥19,146,329.72, an improvement from -¥75,514,863.77 in Q1 2022[36]. - The company incurred financial expenses of ¥20,095,207.84 in Q1 2023, a decrease from ¥31,920,863.71 in the same period last year[33]. Assets and Liabilities - The total assets at the end of the reporting period were approximately ¥5.14 billion, a decrease of 1.96% from ¥5.24 billion at the end of the previous year[5]. - The company's current assets totaled CNY 1,372,722,351.81, down from CNY 1,428,604,553.79 at the beginning of the year, reflecting a decrease of approximately 3.94%[30]. - The total liabilities increased to CNY 3,707,309,192.72 from CNY 3,795,141,234.79, indicating a reduction of about 2.31%[31]. - The company's long-term borrowings decreased by 94.57% compared to the beginning of the period, due to reclassification of long-term loans[20]. - The total non-current liabilities decreased to CNY 942,482,658.91 from CNY 1,671,589,360.12, indicating a substantial reduction of approximately 43.6%[31]. Revenue Sources and Costs - The company's operating revenue increased by 76.58% compared to the same period last year, primarily due to higher film and cinema box office revenues[16]. - Operating costs rose by 78.98% year-on-year, attributed to the increase in revenue[16]. - Total operating revenue for Q1 2023 was ¥233,385,378.04, a significant increase from ¥132,168,142.76 in Q1 2022, representing an increase of approximately 76.5%[33]. - Total operating costs for Q1 2023 were ¥233,542,036.59, compared to ¥209,992,557.61 in the same period last year, indicating an increase of about 11.2%[33]. Film and Entertainment Projects - The company released several films in Q1 2023, including "The Wandering Earth 2," which achieved a cumulative box office of approximately ¥4.025 billion[10]. - The company is actively involved in multiple film and television projects, with several series and films in various stages of production and post-production[11][12]. - The company is focusing on enhancing its brand licensing and real-life entertainment projects, with several movie towns and entertainment venues already operational[12]. - The company plans to further enhance its internet entertainment content production and business development based on its brand and IP advantages[14]. Operational Improvements - The company aims to improve its service level for artists and clients, expanding its revenue scale by attracting diverse talent across various fields[12]. - The company is integrating resources in its real-life entertainment sector and enhancing its operational capabilities to meet changing market demands[12]. - Accounts receivable grew by 41.80% from the beginning of the reporting period, driven by new film releases and revenue recognition[18]. - The company reported a decrease in sales expenses to ¥18,861,022.17 in Q1 2023 from ¥50,119,851.28 in Q1 2022, reflecting a cost-cutting strategy[33].

Financial Performance - The total revenue for the company in 2022 was CNY 402.33 million, a decrease of 71.24% compared to the previous year[5]. - The net profit attributable to shareholders was CNY -981.81 million, representing a decline of 298.72% year-on-year[5]. - The net cash flow from operating activities was CNY -90.51 million, a decrease of 138.61% compared to 2021[19]. - The total assets at the end of 2022 were CNY 5.24 billion, down 26.08% from the previous year[19]. - The net assets attributable to shareholders decreased by 45.58% to CNY 1.27 billion[19]. - The operating profit for the year was CNY -982 million, representing a decline of 403% year-on-year[50]. - The total profit for the company was CNY -982 million, down 386% from the previous year[50]. - The net profit attributable to shareholders was CNY -1.042 billion, a decrease of 323% compared to the previous year[50]. - The film entertainment segment generated a revenue of 347.41 million yuan, a decrease of 71.83% compared to the previous year[54]. - The brand licensing and live entertainment segment reported revenue of 1.13 million yuan, a decline of 90.36% year-on-year[56]. - The internet entertainment segment's revenue was 2.26 million yuan, down 90.67% compared to the previous year[59]. - The total cash inflow from operating activities was ¥643.02 million, down 63.51% from the previous year, primarily due to reduced revenue from film projects[71]. - The company reported a net cash outflow from operating activities of ¥90.51 million, a significant decline compared to a net inflow of ¥234.41 million in the previous year[71]. - The total revenue for Huayi Brothers Media Co., Ltd. in 2022 was approximately 626.23 million, with a net loss of 150.58 million, indicating a significant decline in profitability[129]. Business Strategy and Operations - The company is focusing on optimizing its business structure and enhancing operational efficiency[7]. - The company aims to enhance its core competitiveness by focusing on high-quality content production and optimizing its asset structure[32][33]. - The company continues to develop a "film production + IP operation" light asset business model to drive sustainable growth and revenue generation[32]. - The company has established a dual-core business model driven by "film production + IP operation," positioning itself as one of the most resource-rich companies in the industry[38]. - The company is transitioning to a light-asset model centered on content operations to accelerate its return to healthy growth[49]. - The company is actively integrating quality assets to adapt to market changes[49]. - The company is focusing on expanding its artist management business, aiming to attract diverse talents across various fields, including film, music, and fashion[98]. - The company is enhancing its internet entertainment business by producing online short videos and dramas, leveraging its brand and content IP advantages[101]. - The company plans to improve its governance structure, emphasizing the role of independent directors and specialized committees in decision-making[105]. - The company is committed to international cooperation, aiming to enhance its global influence and expand overseas markets for Chinese films[104]. - The company is integrating and adjusting its live entertainment segment, focusing on a content-driven light asset model[100]. - The company is actively pursuing new strategies in market expansion and product development, although specific figures were not disclosed in the report[196]. Market Environment - The company faced significant challenges due to the economic environment affecting the film and tourism sectors[6]. - The total box office revenue for the Chinese film industry in 2022 was ¥30.07 billion, a year-on-year decline of 36.07%, indicating a tough market environment[31]. - The film industry in China is recovering from adverse economic impacts, with the company playing a role in this recovery[49]. - The proportion of box office revenue from domestic films reached 84.85% in 2022, showcasing the resilience of the Chinese film industry[31]. Legal and Compliance Issues - The company received a warning from the China Securities Regulatory Commission regarding previous accounting discrepancies, which it is addressing[150]. - The company received a warning letter from the Zhejiang Securities Regulatory Bureau on June 23, 2022, due to significant discrepancies between the 2021 annual performance forecast and the actual results disclosed, violating disclosure regulations[151]. - On August 30, 2022, the company was criticized by the Shenzhen Stock Exchange for differences in expected net profit and audited net profit, indicating a change in profit and loss nature, which also violated listing rules[152]. - A warning letter was issued on December 19, 2022, highlighting issues with revenue recognition and compliance with internal control standards, with key executives held responsible[153]. - The company is under scrutiny for its financial disclosures, which may impact investor confidence and future performance[152]. - The company plans to enhance compliance and governance practices in response to regulatory feedback[153]. - The company has actively rectified issues raised by the China Securities Regulatory Commission and submitted written reports within the required timeframe[199]. - The actual controllers have taken measures to ensure that the execution of court orders related to personal investments does not affect the company[200]. Corporate Governance - The company held a total of five shareholder meetings in 2022, with attendance rates ranging from 17.34% to 24.81%[126]. - The company is focused on maintaining strong governance practices, as indicated by the various proposals discussed in shareholder meetings[126]. - The company’s management team remains stable, with key executives retaining their positions through 2023[128]. - The board of directors has actively participated in 12 meetings throughout the year, ensuring effective governance and oversight[160]. - The company has implemented new strategies to improve operational efficiency, targeting a 5% reduction in operational costs by the end of 2023[160]. Future Outlook - Future outlook includes a projected revenue growth of 15% for 2023, driven by new content releases and strategic partnerships[135]. - The company plans to launch three new films in 2023, aiming for a combined box office revenue of 300 million[135]. - The company has set a revenue target of 2 billion RMB for 2023, reflecting a growth rate of 33%[149]. - The company is focusing on expanding its market presence in Southeast Asia, targeting a 10% market share by 2025[135]. - The company plans to enhance its digital marketing strategies, aiming to increase online ticket sales by 30% in 2023[148]. Employee Management and Development - The total number of employees at the end of the reporting period was 538, with 375 engaged in film and entertainment-related activities[166][167]. - The company has a comprehensive salary system that includes fixed, variable, and non-monetary compensation to attract and retain talent[168]. - The company developed 10 specialized cinema courses and established an online learning platform to enhance employee training and development[172]. - The company’s employee training program includes 12 specialized courses aimed at improving both business and management skills[172]. - The company emphasizes a culture of equality, innovation, and sharing to motivate employees and enhance performance[177]. Social Responsibility - The company actively fulfilled its corporate social responsibility, with the 2022 social responsibility report disclosed simultaneously with the annual report[185]. - The company received the "Most Socially Responsible Enterprise" award from China Business Times for 2021[50]. - The company’s public welfare fund won the "2021 Annual Social Responsibility Pioneer Award" at the 11th China Public Welfare Festival[50].

Group 1: Company Overview - Guangzhou Yinhang focuses on mobile game development and operations, being the first to achieve over 100 million in monthly revenue in the smartphone sector [2] - The company has maintained a stable team size of 70-80 people for over a year, with user engagement and payment levels remaining stable [2] - The company has successfully developed competitive products, with "Shikong Lieren" and "Shenmo" positioned as market leaders in their respective categories [2] Group 2: Product Development and Market Trends - The company anticipates that new mobile game products will require at least 1.5 times the quality of previous hits to succeed [3] - The development cycle for new products is influenced by hardware trends, with expectations for higher resolution graphics as technology advances [5] - The company plans to release one new product annually, with ongoing improvements to existing titles [4] Group 3: Financial Performance and Sales Strategy - "Shikong Lieren" has shown stable performance, while "Shenmo" is on an upward trajectory [5] - Marketing costs are lower for high-quality products, as they tend to attract platforms for collaboration without significant promotional expenses [9] - The company maintains a focus on producing high-quality products to enhance market competitiveness [8] Group 4: Team Structure and Innovation - The team is structured with 5-6 key roles in planning, technology, art, testing, and operations, supported by a market and operations department [11] - The company emphasizes innovation through a stable and mature development system, allowing for continuous improvement and new product exploration [8] - Employee retention is high, with a low turnover rate compared to industry standards, contributing to team stability [2] Group 5: Future Outlook and Strategic Goals - The company aims to balance its film and entertainment segments with a focus on real-world entertainment and internet entertainment to mitigate market fluctuations [20] - Future strategies include enhancing collaboration with major platforms like Tencent and expanding into new media channels [20] - The company is committed to maintaining a focus on original content and innovative products to drive growth [20]

Business Overview - Huayi Brothers has a history of 21 years since its establishment in 1994, with three main business segments: Film, TV series, and Artist Management [1] - The company has expanded its business structure to include Film and Entertainment Group, IP/Brand Licensing Group, and Internet Entertainment Group [1] - Profit growth from 68 million RMB before listing to nearly 900 million RMB in 2014, representing a significant increase [1] Film and Television Segment - The Film and Entertainment Group includes film, TV series, artist management, music, cinema, and entertainment marketing, with a focus on content creation [1] - The annual film production increased from 3-4 films before listing to 7-8 films post-listing, with a target of approximately 15 films annually starting this year [1] - The company held a 15% share of the total box office in China and 25%-30% of the domestic film market [1] - The TV series business is cautious due to the "one drama, two stars" policy affecting new productions [1][7] IP/Brand Licensing Segment - The brand licensing/IP licensing group is exemplified by the Haikou Mission Hills project, which features themed streets and integrates Huayi's content [2] - The company aims to sign 20 projects by 2016, having already signed 11 projects by the end of 2014 [3] Internet Entertainment Segment - The Internet Entertainment Group includes new media collaborations with telecom companies and Tencent, with 130 million registered users in the fan economy community [3] - The gaming business includes investments in gaming companies like Zhangqu and Yinhan, with a market value of 40 billion RMB for Zhangqu [4] - The company has invested in online distribution channels to enhance film marketing, leveraging O2O strategies [4] Financial Insights - The average ticket price for films has dropped to approximately 35 RMB, influenced by internet marketing and group buying [5] - Revenue from theme parks includes brand licensing fees, equity income, management fees, and revenue from derivative products [6] Strategic Partnerships - Huayi Brothers collaborates with STX for global box office revenue sharing, focusing on films with production budgets around 50 million USD [8]