WANDA CINEMAS： the financial advisor’s verification opinion of Huatai United Securities Co., Ltd. on the detailed equity change report of WANDA CINEMAS Co., Ltd.
Huatai United Securities Co., Ltd.
about
WANDA CINEMAS Co., Ltd.
Detailed equity change report
of
Financial adviser’s verification opinion
financial advisor
December, 2023
Shengming
According to the Company Law of People’s Republic of China (PRC), Securities Law of People’s Republic of China (PRC), Measures for the Administration of the Acquisition of Listed Companies, Standards for the Contents and Formats of Information Disclosure of Public Securities Companies No.15-Report on Changes in Equity, Standards for the Contents and Formats of Information Disclosure of Public Securities Companies No.16-Report on the Acquisition of Listed Companies and other relevant laws and regulations, Huatai United Securities Co., Ltd. (hereinafter referred to as "the Financial Consultant") verified the relevant information and materials of this equity change in accordance with the business standards and ethics recognized by the industry and in the spirit of honesty, credit and diligence, and issued verification opinions on the contents disclosed in the Detailed Equity Change Report of WANDA CINEMAS Co., Ltd.
The Financial Adviser hereby makes the following statement:
1. The relevant information on which this financial adviser is based is provided by the information disclosure obligor. The information disclosure obligor has made a commitment to this financial adviser to ensure that all the information provided by him is true, accurate and complete original written information or duplicate information, and the duplicate information or copy is consistent with its original information or original, and the signatures and seals of all documents are true; There are no false records, misleading statements or major omissions in all documents and materials, and they shall bear individual and joint legal responsibilities for the authenticity, accuracy and completeness of the information provided.
2. This financial adviser has fulfilled the obligation of due diligence in accordance with the regulations, and has sufficient reasons to believe that there is no substantial difference between the professional opinions published and the contents of the information disclosure obligor’s declaration documents.
Iii. The financial advisor specially reminds investors that the verification opinions of the financial advisor do not constitute any investment suggestions for the parties to this equity change and their affiliated companies; The Financial Adviser shall not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to the verification opinions of the Financial Adviser.
IV. The matters mentioned in this verification opinion do not represent the substantive judgment, confirmation or approval of the competent authority on matters related to this transaction.
V. The financial adviser specially reminds the relevant subjects and investors of this transaction to carefully read the detailed report on the change of rights and interests issued by the information disclosure obligor and the relevant announcements issued by the parties concerned about this change of rights and interests.
VI. This financial adviser has no interest relationship with all parties involved in this equity change, and the verification opinions on this detailed equity change report are completely independent.
VII. During my tenure as financial advisor, this financial advisor implemented strict confidentiality measures and internal firewall system.
Catalogue
Sheng Ming ……………………………………………………………………………………………………………. 1
Catalogue ……………………………………………………………………………………………………………. II
Interpretation of ……………………………………………………………………………………………………………. 3
I. ……………. on the truthfulness, accuracy and completeness of the information disclosed in the detailed statement of changes in equity 4
II. Verification of the Basic Information of the Information Disclosure Obligor ………………………………………………………….. 4
III. Explanation on the Guidance and Supervision of Information Disclosure Obligors ………………………………………. 10
IV. Verification of the purpose and approval procedures of the change of rights and interests ………………………………………………………… 10
V. Verification of the Mode of Change of Rights and Interests ………………………………………………………………………….. 11
VI. Verification of sources of funds …………………………………………………………………………………. 20
VII. Verification of the Follow-up Plan …………………………………………………………………………………. 20
Viii. Verification of the impact of this equity change on listed companies ……………………………………………… 22
IX. Verification of Major Transactions between Information Disclosure Obligors and Listed Companies ……………………………. 26
X. Verification of buying and selling stocks of listed companies in the first six months ………………………………………. 27
XI. Verification of Other Important Matters of the Information Disclosure Obligor ……………………………………………… 27
XII. Financial Advisor’s Opinion …………………………………………………………………………………….. 28
XIII. Contact Information of Financial Advisor ……………………………………………………………………………… 28
Interpretation of righteousness
In this verification opinion, unless the context otherwise indicates, the following abbreviations or names have the following meanings:
This verification opinion/financial advisor’s verification opinion refers to the financial advisor’s verification opinion of Huatai United Securities Co., Ltd. on the detailed equity change report of WANDA CINEMAS Co., Ltd.
The report and detailed report on changes in equity refer to the Detailed Report on Changes in Equity of WANDA CINEMAS Co., Ltd.
Information disclosure obligor, Ruyi Investment and the Company refer to Shanghai Ruyi Investment Management Co., Ltd.
Ruyi movie and television refers to Shanghai Ruyi movie and television production Co., Ltd.
China Confucianism refers to China Confucianism Holdings Co., Ltd., a Hong Kong listed company (0136.HK)
WANDA CINEMAS and listed companies refer to WANDA CINEMAS Co., Ltd.
Wanda Investment refers to Beijing Wanda Investment Co., Ltd.
Beijing Hengrunzhi Beijing Hengrun Enterprise Management Development Co., Ltd.
Wanda Culture refers to Beijing Wanda Cultural Industry Group Co., Ltd.
The signing date of the agreement refers to December 12, 2023.
This equity change, this transaction and this equity transfer refer to the transaction in which the information disclosure obligor receives 51.00% equity of Wanda Investment jointly held by Beijing Hengrun, Wanda Culture and Wang Jianlin through cash acquisition.
The Equity Transfer Agreement refers to the Equity Transfer Agreement on Beijing Wanda Investment Co., Ltd. signed by Ruyi Investment, Wanda Culture, Beijing Hengrun and Wang Jianlin on December 12, 2023 for this transaction.
China Securities Regulatory Commission refers to China Securities Regulatory Commission.
Shenzhen Stock Exchange means Shenzhen Stock Exchange.
Measures for the Administration of Acquisition refer to the Measures for the Administration of Acquisition of Listed Companies.
Format Standard No.15 refers to Content and Format Standard No.15 on Information Disclosure of Companies Offering Securities to the Public-Report on Changes in Equity (revised in 2020).
Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange.
Yuan, thousand yuan and ten thousand yuan refer to RMB yuan, RMB thousand yuan and RMB ten thousand yuan.
Unless otherwise specified, the financial data and financial indicators quoted in this verification opinion refer to the financial data in the consolidated statements and the financial indicators calculated according to such financial data.
In this verification opinion, if there is any difference in the mantissa, the division and combination count in the part is directly added to the details, and these differences are caused by rounding.
Financial adviser’s verification opinion
This financial adviser gives professional opinions on the following matters of this equity change:
I. The truthfulness, accuracy and completeness of the information disclosed in the detailed equity change report.
Based on the principle of honesty, credit and diligence, this financial adviser has conducted due diligence on the contents involved in the detailed report on the change of rights and interests prepared by the information disclosure obligor in accordance with the working procedures stipulated in the practice rules, and reviewed and checked the detailed report on the change of rights and interests, and found no false records, misleading statements and major omissions. The information disclosure obligor has issued a statement, promising that there are no false records, misleading statements or major omissions in the detailed equity change report, and will bear individual and joint legal responsibilities for its authenticity, accuracy and completeness.
Based on the above analysis and arrangement, this financial adviser believes that the information disclosed by the information disclosure obligor in the detailed report on changes in equity compiled by him is true, accurate and complete, which meets the information disclosure requirements of the detailed report on changes in equity of listed companies in laws, regulations and normative documents such as the Securities Law, Measures for the Administration of Takeovers, Format Standard No.15 and so on.
II. Verification of the basic information of the information disclosure obligor
(1) Basic information of the information disclosure obligor
Upon verification, as of the signing date of this verification opinion, the basic information of the information disclosure obligor is as follows:
Company name Shanghai Ruyi Investment Management Co., Ltd.
Legal Representative Yu Yang
Date of establishment: December 25th, 2015
The registered capital is 10 million yuan.
Enterprise type limited liability company
Registered address: Room 3139, No.212, Lane 425, Fuyong Road, Songjiang District, Shanghai.
Unified social credit code 91310117MA1J137Q71
Scope Investment management, asset management. 【 Projects subject to approval according to law can only be operated after approval by relevant departments 】
The operating period is from December 25th, 2015 to December 24th, 2035.
Name of shareholder 1. 99.00% of Ke Liming; 2. Beijing Zhumeng Qiming Culture and Art Co., Ltd. 1.00%;
Address: Room 3139, No.212, Lane 425, Fuyong Road, Songjiang District, Shanghai.
Communication mode 021-33521291
The information disclosure obligor has issued "Shanghai Ruyi Investment Management Co., Ltd. on the non-existence of the acquirer"<上市公司收购管理办法>The provisions of Article 6 and compliance<上市公司收购管理办法>Explanation as stipulated in Article 50, confirming that:
"Confucianism and Italian investment does not exist in the circumstances stipulated in Article 6 of the Measures for the Administration of the Acquisition of Listed Companies, and can provide corresponding documents in accordance with the provisions of Article 50 of the Measures for the Administration of the Acquisition of Listed Companies."
According to the relevant explanations issued by the information disclosure obligor and after verification, this financial adviser believes that as of the signing date of this verification opinion, the information disclosure obligor has the main qualification to acquire WANDA CINEMAS, and there is no circumstance stipulated in Article 6 of the Measures for the Administration of Acquisition and the situation that laws and regulations prohibit the acquisition of listed companies, and the documents stipulated in Article 50 of the Measures for the Administration of Acquisition can be provided.
(2) The related property rights and control relationship of the information disclosure obligor
1, the information disclosure obligor equity control relationship structure diagram.
As of the date of issuance of this verification opinion, the equity control relationship of Ruyi Investment is shown in the following figure:
2. Basic information about the controlling shareholder and actual controller of the information disclosure obligor.
As of the date of issuance of this verification opinion, Mr. Ke Liming holds 99.00% equity of Ruyi Investment directly and 1.00% equity of Ruyi Investment indirectly through Beijing Zhumeng Qiming Culture and Art Co., Ltd., and is the controlling shareholder and actual controller of Ruyi Investment.
Mr. Ke Liming, male, born in April 1983, is a China citizen with no permanent residency abroad, and holds a postgraduate degree. He is currently the executive director and chairman of China Ruyi Holdings Co., Ltd. and the executive president of Pumpkin Films Limited. As an investor and producer, Ke Liming once led and invested in films such as Keep You Safe, Exchange Life, Moon Man, Hello Li Huanying, A Little Red Flower, Animal World, Sewing Machine Band, never gone, To Our Dying Youth, The Old Boy Raptors Across the River, Old Chinese Medicine Doctor, Old Pub, Frontier of Love and No War in Beiping.
3, the information disclosure obligor and its controlling shareholders, actual controllers control or exert significant influence on the core enterprises and core business.
As of the signing date of this verification opinion, the core enterprises controlled or exerted significant influence by Confucianism and Italy are as follows:
No. Enterprise Name Registered Capital The Company’s shareholding ratio/capital contribution ratio Business scope
Direct and indirect
1 Shanghai Youlan Real Estate Co., Ltd. 100 million RMB 100%-real estate development, property management, real estate brokerage, business information consulting, enterprise management consulting, engaged in import and export business of goods and technologies, entrepot trade, trade between enterprises in the region and trade agents.
2 Beijing Youlan Real Estate Co., Ltd. 10 million yuan-100% real estate development; Property management; Economic and trade consultation; Enterprise management consulting; Import and export of goods, technology and agents; Freight forwarder.
As of the signing date of this verification opinion, the controlling shareholder and actual controller of Ruyi Investment, Mr. Ke Liming, except the Company and the above-mentioned enterprises, can control or exert significant influence on the core enterprises as follows:
No. Enterprise name Registered capital/share capital Keliming shareholding ratio/contribution ratio Business scope
Direct and indirect
1 Beijing Zhumeng Qiming Culture and Art Co., Ltd. 100,000 yuan 100%-literary creation; Organizing cultural and artistic exchange activities (excluding performances); Sales of stationery, Wujinjiaodian; Enterprise management consulting.
No. Enterprise name Registered capital/share capital Keliming shareholding ratio/contribution ratio Business scope
Direct and indirect
2 Yongxin Ivy Cultural Service Center (limited partnership) 500,000 49%-exchange and planning of film and television cultural and artistic activities, technical development, technical service, technical consultation, literary creation, exhibition service, corporate image planning, etiquette service, film and television equipment, clothing and props rental in the field of film and television culture. 【 Projects subject to approval according to law can only be operated after approval by relevant departments 】
0.1% of Beijing Ruyi Xinxin Film Investment Co., Ltd. holds 50.9% of radio and television programs through Yongxin Ivy Cultural Service Center (limited partnership); Internet information service; Investment management; Investment consulting; Advertising design, production, agency and release; Graphic design and production; Rental of film and television equipment, film and television equipment and stage costumes; Film and television planning; Photography service; Sales of electronic products, daily necessities, office supplies, clothing, shoes and hats, knitwear, jewelry, household appliances, toys. ("1, without the approval of the relevant departments, shall not raise funds in public; 2. Trading activities of securities products and financial derivatives shall not be publicly carried out; 3. No loans are allowed; 4. No guarantee shall be provided to any enterprise other than the invested enterprise; 5. Do not promise investors that the investment principal will not be lost or promise the minimum income "; Enterprises independently choose business projects and carry out business activities according to law; Projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; Shall not engage in business activities of projects prohibited and restricted by the industrial policies of this Municipality. )
4 Sweet Orange Film (Beijing) Co., Ltd. 3 million-holding 51% of the film production through Beijing Ruyi Xinxin Film Investment Co., Ltd.; Organizing cultural and artistic exchange activities (excluding performances); Lease construction machinery and equipment; Market research; Economic and trade consultation; Enterprise management consulting; Public relations service; Enterprise planning; Design, produce, represent and publish advertisements; Undertaking exhibition activities; Conference services; Computer animation design; Translation services; Photographic printing service; Literary and artistic creation; Etiquette service; Production of radio and television programs; Internet information service; Film distribution; Engaged in Internet cultural activities; Performance broker. (Enterprises independently choose business projects and carry out business activities according to law; Radio and television program production, Internet information service, film distribution, engaging in Internet cultural activities, performance brokerage and projects that must be approved according to law shall conduct business activities according to the approved contents after being approved by relevant departments; Shall not engage in business activities of projects prohibited and restricted by the industrial policies of this Municipality. )
5 Shanghai Confucianism and Italy received 3 million-through Beijing radio and television program production, film distribution and film production,
No. Enterprise name Registered capital/share capital Keliming shareholding ratio/contribution ratio Business scope
Direct and indirect
Panxia Film and Television Production Co., Ltd. Ruyi Xinxin Film Investment Co., Ltd. holds 51% of film and television cultural and artistic activities exchange planning, stage art modeling planning, literary creation, enterprise marketing planning, exhibition and display services, photography and camera services, translation services, film and television equipment, clothing, stage lighting and audio equipment leasing (except financial leasing), designing and producing advertisements, and publishing various advertisements by using its own media. 【 Projects subject to approval according to law can only be operated after approval by relevant departments 】
6 Virtual Cinema Holding Limited US$1.00 100% – Produce and distribute TV Shows
7 Pumpkin Films Limited US$50,000 100% – Produce and distribute TV Shows
8 China Confucianism HKD2.32 million-16.34% is mainly engaged in content production and online streaming media business, Internet community services and related businesses, as well as manufacturing and selling accessories.
Among the above-mentioned enterprises, Beijing Zhumeng Qiming Culture and Art Co., Ltd., Yongxin Ivy Cultural Service Center (Limited Partnership), Beijing Ruyi Xinxin Film Investment Co., Ltd., Sweet Orange Film (Beijing) Co., Ltd., Shanghai Ruyi Receptionist Film Production Co., Ltd., Virtual Cinema Holding Limited and Pumpkin Films Limited have no substantive business at present.
(three) a brief description of the main business and financial situation of the information disclosure obligor in the last three years.
The main business of Confucianism and Italian investment is investment management and asset management.
The main financial data of the consolidated financial statements of Ruyi Investment in the last three years and the first period are as follows:
Unit: 10,000 yuan
Project September 30, 2023/January-September, 2023 /2022 /2021/2021 /2020
Total assets 27,098.62 27,416.26 28,070.78 3,872.51
Total liabilities are 30,483.58 30,475.04 30,457.84 5,331.90.
Total owner’s equity-3,384.96-3,058.78-2,387.07-1,459.39
Total operating income 80.35 92.51 41.63 87.38
Total profit-326.19-671.71-950.42-650.81
Net profit-326.19-671.71-950.42-650.81
Net profit attributable to owners of parent company-326.19-671.71-950.42-628.07
The asset-liability ratio is 112.49% 111.16% 108.50% 137.69%.
Note: The financial data of Confucian and Italian investment have not been audited.
(4) whether the information disclosure obligor and its controlling shareholder have been subjected to administrative punishment (except those obviously unrelated to the securities market), criminal punishment, or major civil litigation or arbitration related to economic disputes and the verification of credit records in the last five years.
According to the relevant statements issued by the information disclosure obligor and after verification, our financial adviser believes that as of the signing date of this verification opinion, Ruyi Investment and its controlling shareholder and actual controller, Mr. Ke Liming, have not been subjected to administrative punishment (except for those obviously unrelated to the securities market) or criminal punishment in the last five years, nor have they involved in major civil litigation or arbitration related to economic disputes, and there are no cases of failing to repay large debts or fulfill commitments on time, and there are no major bad credit records related to the securities market.
(5) Information about the directors, supervisors and senior managers of the information disclosure obligor.
As of the signing date of this verification opinion, the directors, supervisors and senior managers of Ruyi Investment are as follows:
Serial number, name, position, gender, nationality, long-term residence, and whether there is permanent residency abroad.
1 Yu Yang Executive Director and General Manager Male China China None
2 Chen Cong Supervisor Male China China None
As of the signing date of this verification opinion, the above-mentioned personnel have not been subjected to administrative punishment (except those obviously unrelated to the securities market) or criminal punishment in the last five years, nor have they been involved in major civil litigation or arbitration related to economic disputes, and there are no cases of failing to repay large debts on schedule or fulfill commitments, and there are no major bad credit records related to the securities market.
(6) The information disclosure obligor, its controlling shareholder and actual controller have 5% or more shares in other listed companies at home and abroad.
Upon verification, as of the signing date of this verification opinion, there is no situation that the shares of Ruyi Investment in other listed companies at home and abroad have reached or exceeded 5% of the issued shares of the company.
Mr. Keliming, the controlling shareholder and actual controller of Ruyi Investment, holds 16.34% of the total share capital of China Ruyi (0136.HK), and at the same time, Mr. Keliming was granted the warrants for 1.834 billion shares of China Ruyi through the personal wholly-owned company Pumpkin Films Limited. These warrants have not been exercised, and they do not constitute the common stock of China Ruyi before exercising.
(7) Information about banks, trust companies, securities companies and insurance companies in which the information disclosure obligor and its controlling shareholders and actual controllers hold more than 5% of shares at home and abroad.
Upon verification, as of the signing date of this verification opinion, Ruyi Investment and its controlling shareholder and actual controller, Mr. Ke Liming, do not exist in banks, trust companies, securities companies and insurance companies that hold more than 5% shares at home and abroad.
Three, about the information disclosure obligor’s guidance and supervision.
Our financial adviser has given necessary guidance to the information disclosure obligor for the standardized operation of the securities market, and the information disclosure obligor has been basically familiar with the relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and fully understood the obligations and responsibilities he should bear.
The financial advisor will urge the information disclosure obligor to perform the reports, announcements and other legal obligations related to this change of rights and interests according to law.
IV. Verification of the purpose and approval procedures of the change of rights and interests
(1) Verification of the purpose of this equity change
According to the explanation issued by Mr. Ke Liming and Ruyi Investment, WANDA CINEMAS, as a leading enterprise in the film industry, has a leading market share in cinema film projection business, and also covers the business capacity of the whole industry chain of film investment, production, distribution and projection. Based on the recognition of WANDA CINEMAS’s long-term investment value and confidence in its future development prospects, Mr. Ke Liming intends to become the actual controller of WANDA CINEMAS by acquiring 51.00% equity of Wanda Investment jointly held by Wanda Culture, Beijing Hengrun and Wang Jianlin, and Ruyi Investment will become the controlling shareholder of WANDA CINEMAS.
After the completion of this transaction, Mr. Keliming and Ruyi Investment will combine their own resources and management experience to help the long-term healthy development of listed companies, enhance their profitability and bring good returns to all shareholders in accordance with the principle of being conducive to the sustainable development of listed companies and the interests of shareholders.
Upon verification, the financial adviser believes that the purpose of this change of rights and interests of the information disclosure obligor is clear and the reasons are sufficient, which meets the requirements of existing laws and regulations.
(2) Verification of the information discloser’s plan to continue to increase its holdings of shares or dispose of the shares it already owns in the next 12 months.
Upon verification, as of the signing date of this verification opinion, the information disclosure obligor has no plans to increase or decrease its rights and interests in listed companies.
This change in equity constitutes an indirect acquisition of listed companies. According to Article 74 of the Measures for the Administration of Acquisition of Listed Companies: "In the acquisition of listed companies, the shares of the acquired company held by the acquirer shall not be transferred within 18 months after the acquisition is completed." Therefore, the information disclosure obligor has made a commitment that, unless otherwise stipulated by laws, regulations or regulatory requirements, the Company will not transfer its equity in Wanda Investment within 18 months from the date of completion of this equity change, and Wanda Investment controlled by the Company will not reduce its shareholding in WANDA CINEMAS, a listed company. If the lock-up period promised by our company is inconsistent with the latest laws, regulations or regulatory requirements, our company will make corresponding adjustments according to the latest laws, regulations or regulatory requirements.
(three) the verification of the decision-making procedures performed by the information disclosure obligor of this change in rights and interests.
This financial adviser consulted the decision-making documents of the obligor for disclosure of the letter on this change of rights and interests. According to the provisions and requirements of the Articles of Association of Ruyi Investment, on December 12, 2023, Ruyi Investment held a shareholders’ meeting to pass the relevant matters of this transaction.
V. Verification of changes in rights and interests
(1) Checking the number, proportion and changes of the shares in the listed company that the information disclosure obligor has interests in.
Upon verification, the number, proportion and changes of shares in the listed company in which the information disclosure obligor has interests are as follows:
Before this equity change, Ruyi Investment did not hold any shares and equity of WANDA CINEMAS. Mr. Ke Liming, the controlling shareholder and actual controller of Ruyi Investment, holds 16.34% of the total share capital of China Ruyi (0136.HK), a Hong Kong listed company. Ruyi Film and Television, controlled by China Ruyi through an agreement, has held 49.00% of the shares of Wanda Investment, the controlling shareholder of WANDA CINEMAS, before this transaction.
After the completion of this equity change, the direct controlling shareholder of the listed company has not changed, the indirect controlling shareholder has changed to Confucianism and Italian investment, and the actual controller will be changed from Mr. Wang Jianlin to Mr. Ke Liming. Mr. Ke Liming holds 51.00% shares of Wanda Investment, the controlling shareholder of listed companies, through Confucianism and Italy Investment, and indirectly controls 20.00% shares of listed companies through Wanda Investment. In addition, Mr. Ke Liming also holds 16.34% shares of China Ruyi, and China Ruyi holds 49% shares of Wanda Investment through Ruyi Film and Television.
The equity structure before this equity change is as follows:
The equity structure after this equity change is as follows:
(II) Verification of the way of this equity change.
Upon verification, this equity change is as follows:
The way of this equity change is indirect acquisition of control rights of listed companies. On December 12, 2023, Wanda Culture, Beijing Hengrun and Wang Jianlin signed the Equity Transfer Agreement with Ruyi Investment, and acquired 51.00% equity of Wanda Investment at a total transfer price of 2.155 billion yuan. After the completion of this equity change, Ruyi Investment indirectly controls 20.00% of the total share capital of listed companies by controlling Wanda Investment.
Upon verification, the financial adviser believes that the way of this equity change is in line with the provisions of existing laws and regulations.
(III) Verification of the main contents of the Equity Transfer Agreement for this equity change.
Upon verification, the main contents of the Equity Transfer Agreement for this equity change are as follows:
Transferor (Party A): Wanda Culture Group (Transferor 1), Beijing Hengrun (Transferor 2) and Mr. Wang Jianlin (Transferor 3).
Transferee (Party B): Ruyi Investment.
Target company: Wanda Investment
1. Equity transfer and transfer price
(1) Party A shall transfer its 51% equity of the target company (corresponding to the registered capital of RMB 1,530,000,000) (hereinafter referred to as the "target equity") together with the related rights and obligations agreed in this agreement to Party B in accordance with this agreement.
(2) The total transaction consideration of this transaction is RMB 2.155 billion (hereinafter referred to as "transfer price"), and the transfer ratio and transfer consideration of each transferor are shown in the following table. Party B shall pay in cash in RMB. Based on the principle of current transaction at the time of delivery, unless otherwise agreed in this agreement, the equity transfer price will not be adjusted for any reason.
The transferor’s equity ratio corresponds to the registered capital (yuan) and the transfer consideration (yuan).
Wanda Culture 20% 600,000,000 845,098,040
Beijing Hengrun 29.8% 894,000,000 1,259,196,080
Wang Jianlin 1.2% 36,000,000 50,705,880
Total: 51% 1,530,000,000 2,155,000,000.
2. Delivery and payment
(1) Party B may pay all the transfer price to the account designated by Party A as agreed in this Agreement by itself or by a third party; Party A has the right to require Party B to bear the specific debts of Party A with the amount not exceeding the transfer price instead of the cash payment of the corresponding amount of the transfer price.
(2) Transferor 2 shall, together with Party B, submit an application for registration of 29.8% of the underlying equity transfer to Beijing Chaoyang District Market Supervision Administration ("Market Supervision Administration") within five working days after all other preconditions except the third one agreed in this Agreement are met or exempted. Party B shall pay the first transfer price of RMB 862 million to the designated collection account specified in this agreement within five working days after the registration of such equity transfer is completed.
(3) Transferor 1 and Transferor 3 shall, within five working days after Party B pays the transfer price of 862 million yuan, together with Party B, submit the application for registration of 20% and 1.2% of the underlying equity transfer, the application for registration of change of the name of the underlying company, the application for registration of change of the legal representative and other relevant documents ("change documents") required by the Market Supervision Administration. Party B shall pay the remaining transfer price of RMB 1.293 billion to the designated account specified in this agreement within three months after the above changes are completed and the conditions stipulated in Item 3 of the preconditions stipulated in this agreement are met. Party B pays off all the transfer price as the delivery of this transaction ("delivery"), and the date of paying off the transfer price is the delivery date (hereinafter referred to as "delivery date"). Since the delivery date, the transferee shall enjoy the shareholder’s rights and assume the shareholder’s obligations with respect to the underlying equity, and all undistributed profits corresponding to the underlying equity shall be enjoyed by the transferee.
(4) If the transaction cannot be continued due to the subjective and intentional reasons of Party A (including but not limited to the ownership defects of the underlying equity and/or WANDA CINEMAS shares, or Party A sells the underlying equity and/or WANDA CINEMAS shares separately within the validity period of this agreement, or Party A fails to cooperate with the registration procedures for the change of the underlying equity), Party B has the right to decide to terminate the transaction and ask Party A to refund all the money (if any) paid by Party B and bear the liability for breach of contract.
(5) Both parties confirm that, limited by the representations and guarantees made by Party A in this Agreement, on the delivery date, Party A will hand over the target equity to Party B on the delivery date or the status quo of the equity transfer registration date. If the relevant target equity has been transferred and registered under Party B’s name according to this Agreement before the delivery date, Party B shall assume the shareholder’s obligations and all risks and responsibilities related to these target equity from the date of transfer registration.
(6) Party A further promises that, if permitted by the Articles of Association of WANDA CINEMAS, Party A shall urge concerted parties, including but not limited to Shenxian Rongzhi Xingye Management Consulting Center (Limited Partnership) and Beijing Wanda Cultural Industry Group Co., Ltd., to cooperate with Party B to complete the reorganization of the board of directors of WANDA CINEMAS within one month after the delivery date in accordance with this agreement. Including but not limited to urging more than half of the former directors of WANDA CINEMAS (including three non-independent directors) to resign and be replaced by candidates recommended by Party B, and the directors recommended by Party B will serve as the chairman and legal representative of WANDA CINEMAS, and continue to vote for the directors recommended by Party B in the election of directors at the WANDA CINEMAS shareholders’ meeting under the condition that Party A and its concerted parties hold shares in WANDA CINEMAS.
(7) After the transaction is delivered according to the provisions of this Agreement, the target company shall enjoy the rights and bear the responsibilities (including but not limited to the nomination rights of directors and supervisors) to WANDA CINEMAS in accordance with applicable laws and regulations and the Articles of Association. Party B promises that Party A or its affiliated parties also have the right to nominate two WANDA CINEMAS directors (including one non-independent director) in the above-mentioned reorganization of the board of directors, and Party B and its affiliated parties shall (and shall urge its affiliated parties, concerted parties and the target company) recommend the qualified directors proposed by Party A or its affiliated parties to WANDA CINEMAS through the target company, and vote in favor at the shareholders’ meeting to elect the directors recommended by Party A; Moreover, under the premise that Party A and its concerted parties do not actively reduce their holdings of WANDA CINEMAS shares after this transaction, they will continue to vote for the directors recommended by Party A in line with the above agreement when electing directors at the WANDA CINEMAS shareholders’ meeting.
3. Rights and obligations of Party A
(1) Party A shall provide the equity transfer documents that Party A needs to prepare in time, handle the tax declaration involved in the equity transfer, and handle the delivery together with Party B.. Party A shall obtain the necessary authorizations to complete this transaction under this agreement, and these authorizations shall be in a valid state on the delivery date.
(2) Party A shall clear up the creditor’s rights and debts of Wanda Investment before the delivery date, so that Wanda Investment has no other substantive assets and liabilities (including contingent liabilities) except holding WANDA CINEMAS shares.
(3) Party B clearly knows and recognizes that Party A has disclosed to Party B the performance commitment compensation obligation of Wanda Investment due to the issuance of shares to purchase assets by WANDA CINEMAS (see the Reply on Approving WANDA CINEMAS Co., Ltd. to Issue Shares to Purchase Assets by Beijing Wanda Investment Co., Ltd. issued by China Securities Regulatory Commission on April 23, 2019 for details), and both parties confirm that after the delivery date, Transferor 1 and Transferor 2 shall be responsible for handling the compensation obligations for Wanda’s investment performance commitments arising from the above matters, so that these compensation obligations will not have a negative impact on Party B’s rights and interests as a shareholder of Wanda Investment at the consolidated statement level, and Party B shall cooperate. However, if the compensation obligation is not successfully transferred, and Wanda Investment actually undertakes the corresponding compensation obligation, then Transferor 1 and Transferor 2 shall compensate Party B..
(4) Party A promises that the remaining term of the lease contract (Wanda Commercial Management as the lessor and WANDA CINEMAS as the lessee) between Dalian Wanda Commercial Management Group (including affiliated companies or subsidiaries, collectively referred to as "Wanda Commercial Management") and WANDA CINEMAS (including branches and subsidiaries) shall not be less than 10 years (the remaining term mentioned in this article shall be counted from January 1, 2024), and may be extended for another 10 years after the expiration of the 10-year lease term. If the remaining life of the existing lease contract is less than 10 years, Party A promises to urge Wanda Commercial Management to agree to adjust the lease contract term to not less than 10 years by changing the contract or signing a supplementary agreement, and it can be extended for another 10 years after the contract expires. Party A agrees to urge Wanda Commercial Management Co., Ltd. to cooperate with WANDA CINEMAS in priority under the same conditions for all its own property rights projects, and the rent shall be agreed with reference to the standards of wanda plaza at the same level.
4. Rights and obligations of Party B
(1) Party B shall pay the transfer price of the target equity in time according to the agreement.
(2) Party B shall take all necessary actions and measures to apply for and obtain all regulatory approval procedures related to the implementation of this transaction and under this agreement in accordance with relevant laws and regulations, and provide relevant information and materials in a timely manner.
(3) Party B shall provide the relevant documents required for the transfer registration of the underlying equity in time and handle the delivery together with Party A on schedule.
5. Prerequisites
The delivery of this transaction is based on the premise that the following conditions are properly met or exempted according to this agreement:
(1) Party B has obtained all regulatory approvals required for the performance of this Agreement (if necessary).
(2) Party A has cleared up the creditor’s rights and debts of Wanda Investment according to the agreement.
(3) The remaining term of the lease contract (Wanda Commercial Management as the lessor and WANDA CINEMAS as the lessee) that Party A has urged Wanda Commercial Management to exist with WANDA CINEMAS (including its branches and subsidiaries) shall not be less than 10 years (the remaining term mentioned in this article shall be counted from January 1, 2024). If the remaining term of the existing lease contract is less than 10 years, Party A shall have urged Wanda Commercial Management to agree to adjust the lease contract term to not less than 10 years by signing a new contract or signing a supplementary agreement.
(4) There has been no major adverse change in Wanda’s investment.
6. Transition period and post-delivery obligations
(1) Both parties confirm that subject to the representations and guarantees made by Party A in this Agreement, the underlying equity is traded and delivered according to the status quo on the delivery date.
(2) Party B has fully understood the process and results of due diligence on the underlying equity and Wanda Investment, and Party A promises not to conceal any information related to the underlying equity and Wanda Investment that has a significant adverse impact on the value of the underlying equity within its knowledge. During the period from the signing date of this Agreement to the delivery date, except for the matters explicitly agreed in this Agreement (including but not limited to clearing up the creditor’s rights and debts of Wanda Investment), Wanda Investment shall not have any major non-operating matters that may affect the value of the underlying equity, such as changes in its share capital, changes in its main business or business direction, sale of WANDA CINEMAS shares, new liabilities and contingent liabilities.
(3) The profits and losses, rights and obligations of Wanda Investment corresponding to the underlying equity from the delivery date shall be enjoyed and undertaken by Party B in accordance with the articles of association of Wanda Investment, unless otherwise agreed in this Agreement.
(4) Both parties confirm that on the delivery date, they will hand over the current situation of the target company and sign the handover confirmation, and the date of signing the handover confirmation is the handover date ("handover date"). For the avoidance of doubt, the term "handover" under this agreement refers to the delivery of core certificates such as official seal, financial seal, original copy of business license and U-Key (if any) of the target company.
(5) Both parties make it clear: ① The trademarks, trade names, logos and logos with "Wanda" in both Chinese and English (collectively referred to as "Wanda Brand") registered as the target company and its subsidiaries (including WANDA CINEMAS) are not within the scope of this transfer transaction and should be transferred to the designated entity of Party A for free within a reasonable period agreed by both parties not later than 12 months after delivery. After the above transfer, If the target company and its subsidiaries need to continue to use the above-mentioned Wanda brands including WANDA CINEMAS, Wanda International Film, Wanda Cinema, Wanda Cinema or other trademarks, trade names, logos and logos related to the operation of the film industry, cinema and cinema ("WANDA CINEMAS-related brands"), Party A shall make the transferee sign a license agreement with the target company or its subsidiaries at the same time without compensation, and the specific agreement shall be subject to the license agreement; ② Intellectual property rights ("other intellectual property rights") such as patents and copyright owned by the registered target company and its subsidiaries (including WANDA CINEMAS) shall be identified and negotiated within a reasonable period agreed by both parties not later than 12 months after delivery. The principles are as follows: 1) those used only by the target company and/or WANDA CINEMAS and its subsidiaries shall still belong to the original rights subject, and 2) those used only by Party A and its related parties. It shall be transferred to the designated entity of Party A for free; 3) Party A and its related parties are the main users, but if the target company and/or WANDA CINEMAS and its subsidiaries also use it, it shall also be transferred to the designated entity of Party A for free.However, at the same time, the transfer shall be freely licensed to the target company and/or WANDA CINEMAS and its subsidiaries by signing a license agreement.
The two sides further clarified that:
① Party B shall ensure that the above Wanda brand and other intellectual property rights can only be used by the target company and its subsidiaries for daily business, and shall not authorize other parties to use them without the consent of Party A;
(2) When Party A or Party A’s affiliated party applies for a new trademark, if Wanda brand is blocked first, Party B shall ensure that the target company and its subsidiaries unconditionally cooperate to sign an agreement agreeing to coexist with the trademark applied by Party A or Party A’s affiliated party.
(3) In the case of Wanda brand and other intellectual property rights-related activities, Party B shall ensure the full cooperation of the target company and its subsidiaries, and issue relevant authorization documents to the designated entity of Party A..
(6) Party B shall clear up all the guarantees provided by Party A or its related parties for WANDA CINEMAS’s debts within one month after the delivery date. If Party A or its related parties bear the guarantee responsibility due to failure to clear up in time, Party B shall compensate them.
(7) Party A and Party B shall fully cooperate to jointly ensure the smooth transition of the business operation of the target company and its subsidiaries.
7. Liability for breach of contract
(1) After the signing of this agreement, except for force majeure, if either party fails to perform or fails to perform any obligations under this agreement in time or improperly, or violates any statements, guarantees or commitments made under this agreement, it shall bear corresponding legal responsibilities in accordance with the law.
(2) The breaching party shall continue to perform its obligations, take remedial measures or pay compensation to the observant party according to the requirements of the observant party. The above compensation includes the compensation for the direct and indirect losses suffered by the observant party, but it shall not exceed the losses that the breaching party foresaw or should have foreseen when entering into this Agreement, which may be caused to other parties due to its violation of this Agreement.
(3) In addition to the liabilities for breach of contract agreed in the foregoing and other clauses of this agreement, if one party fails to pay the other party within the time limit agreed in this agreement, it shall also pay the overdue payment penalty to the receiving party at the interest rate of three ten thousandths per day for the unpaid part from the overdue date to the actual payment.
(4) Unless otherwise agreed in this Agreement, one party to this Agreement shall not be exempted from the liability for breach of contract due to the termination or dissolution of this Agreement.
8. Signing and Entry into Force of this Agreement
This agreement shall be established after being formally signed by both parties, and shall come into effect after Party B obtains the consent of the competent authorities stipulated in this agreement. If other documents need to be signed for necessary formalities and declaration purposes, whatever the contents of these documents are, the agreement shall prevail if they are inconsistent with this agreement.
Upon verification, the financial adviser believes that the main contents of the agreement involved in this equity change are in compliance with laws and regulations. In view of the fact that the preconditions of this transaction have not been fully met and the financing has not been fully put in place, there is still some uncertainty about the pace of the final completion of this transaction.
(4) Verification of the restrictions on the rights of shares involved in this equity change.
As of the signing date of this verification opinion, the equity of Wanda Investment involved in this equity change does not have any rights restrictions such as pledge and freezing.
The 70 million shares of WANDA CINEMAS held by Wanda Investment are pledged and will be released before the delivery date of this transaction. It is expected that there are no obstacles to the release. Except for the foregoing, there are no other rights restrictions such as pledge and freezing on WANDA CINEMAS shares held by Wanda Investment.
(five) the verification of the approval that still needs to be obtained for this change of rights and interests.
Upon verification, as of the signing date of this verification opinion, the legal procedures for this transaction have been completed as follows:
1. On December 12, 2023, Ruyi Investment held a shareholders’ meeting to pass the relevant matters of this transaction.
2. On December 12, 2023, Wanda Culture held a shareholders’ meeting to pass the relevant matters of this transaction.
3. On December 12, 2023, Beijing Hengrun held a shareholders’ meeting to pass the relevant matters of this transaction.
As of the signing date of this verification opinion, the legal procedures to be performed in this transaction are as follows:
1. Go through the industrial and commercial change registration involving this equity change.
2. Obtain all regulatory approvals required for performance (if necessary).
VI. Verification of sources of funds
The total consideration of this acquirer transaction is 2.155 billion yuan, and the specific arrangements for the sources of investment of Confucianism and Italy are as follows:
Mr. Ke Liming has been engaged in the field of investors and producers for many years and has strong financial strength. In 2015, he sold 49% equity of Beijing Ruyi Xinxin Film Investment Co., Ltd. he controlled to the M&A fund of Tianshen Entertainment (002354) for 1.323 billion yuan. According to the deposit certificate provided by Mr. Ke Liming, this time it will contribute 862 million yuan with its own funds.
The remaining consideration of 1.293 billion yuan is intended to be obtained by applying for a merger loan from the bank. Depending on the bank’s credit enhancement needs, it may be necessary to pledge the shares obtained from this equity change to the bank. The specific loan situation is subject to the loan agreement signed by both parties. The repayment sources of M&A loans include, but are not limited to, investment income, personal salary, family accumulation, and China Confucian and Italian stock pledge and reduction.
If the M&A loan funds cannot be put in place due to special events, Mr. Ke Liming will raise funds by pledging China Confucian and Italian shares and increasing the loan amount of relatives and friends. Mr. Ke Liming currently holds 16.34% shares of China Ruyi (HK.0136) through Pumpkin Films Limited, with a value of about RMB 3.1 billion.
Upon verification of the information obligor’s statement and asset strength, the information obligor’s acquisition funds are all from legitimate self-owned funds and self-raised funds, and there is no direct or indirect source from listed companies or their related parties; There is no case of using the funds of listed companies and their related parties directly or indirectly for the funds needed to be paid for this transfer of shares through external fundraising, agency holding, structured arrangement; There is no case of accepting financial assistance, compensation, promised income or other agreement arrangements provided by listed companies or their stakeholders.
VII. Verification of the follow-up plan
After verification, as of the signing date of this verification opinion, the information disclosure obligor’s follow-up plan for the listed company is as follows:
(a) plans to change the main business of a listed company or make major adjustments to the main business of a listed company in the next 12 months.
Upon verification, as of the signing date of this verification opinion, the information disclosure obligor has no clear plan to change or significantly adjust the main business of the listed company in the next 12 months.
After the completion of this equity change, the information disclosure obligor will maintain the normal production and business activities of listed companies in accordance with the principle of benefiting the sustainable development of listed companies and the interests of all shareholders.
(2) Plans for selling, merging, joint venture or cooperation with others on the assets and business of the listed company or its subsidiaries in the next 12 months, or reorganization plans for the listed company to purchase or replace assets.
Upon verification, according to the Equity Transfer Agreement, the information disclosure obligor intends to transfer the Wanda brand owned by WANDA CINEMAS (including the trademark, trade name, logo, etc. of "Wanda" in Chinese and English) to the designated entity of Wanda Culture, Beijing Hengrun or Wang Jianlin free of charge. If WANDA CINEMAS intends to continue to use related brands in WANDA CINEMAS in the future, the designated entity of Wanda Culture, Beijing Hengrun or Wang Jianlin will sign a license agreement with WANDA CINEMAS. Except for the above, as of the signing date of this verification opinion, the information disclosure obligor has no other clear plans for selling, merging, joint venture or cooperation with others on the assets and business of the listed company or its subsidiaries in the next 12 months.
(3) A plan to change the composition of the current board of directors or senior managers of the listed company.
According to the Equity Transfer Agreement, after the delivery date, the information disclosure obligor will re-elect the board of directors and the board of supervisors according to the Listing Rules, Articles of Association and other relevant laws, regulations and normative documents.
As of the date of signing this report, the candidates for directors and supervisors to be recommended have not been finalized. After the information disclosure obligor finally determines the directors and supervisors to be recommended, it will perform the corresponding procedures for changing directors and supervisors and disclosure obligations in accordance with the requirements of relevant laws and regulations. In the future, if the composition of the board of directors and the board of supervisors of listed companies is to be further changed according to the actual needs of listed companies, the information disclosure obligor will also perform the relevant approval procedures and information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
(four) the plan to amend the Articles of Association of the listed company.
Upon verification, as of the signing date of this verification opinion, the information disclosure obligor has no other plans to amend the Articles of Association of the listed company. In the future, if the information disclosure obligor intends to amend the Articles of Association of a listed company, he will perform the relevant approval procedures and information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
(five) plans to make major changes to the existing employee employment plan of the listed company.
Upon verification, as of the signing date of this verification opinion, the information disclosure obligor has no clear plan to make major changes to the existing employee employment plan of the listed company in the next 12 months.
(six) the plan to modify the dividend policy of listed companies.
Upon verification, as of the signing date of this verification opinion, the information disclosure obligor has no clear plan to significantly adjust the existing dividend policy of listed companies in the next 12 months.
(seven) other plans that have a significant impact on the business and organizational structure of the listed company.
Upon verification, as of the signing date of this verification opinion, except for the information disclosed above, the information disclosure obligor has no other adjustment plans that have a significant impact on the business and organization of the listed company.
VIII. Verification of the impact of this equity change on listed companies
(A) the impact on the independence of listed companies
Upon verification, after the completion of this equity change, the information disclosure obligor will exercise his rights and perform the corresponding shareholder obligations in accordance with the relevant laws and regulations and the Articles of Association of the listed company. The listed company still has independent legal person qualification, perfect corporate governance structure, market-oriented independent operation ability and sustainable profitability, and will continue to remain independent in procurement, production, operation, sales, finance and intellectual property rights.
In order to maintain the independence of listed companies, the information disclosure obligor makes the following commitments:
"1. After the Company becomes the indirect controlling shareholder of WANDA CINEMAS, the Company and other subordinate enterprises controlled by the Company will continue to exercise their shareholder rights in accordance with laws, regulations and the Articles of Association of WANDA CINEMAS, and will not use the status of shareholders of listed companies to affect the independence of listed companies, and ensure WANDA CINEMAS’s independence in assets, personnel, finance, business and institutions in accordance with the relevant requirements of relevant laws, regulations and regulatory documents of A-share listed companies.
2. This Letter of Commitment shall come into effect on the day when the following conditions are met:
(1) This letter is signed by our company;
(2) The Company became the indirect controlling shareholder of WANDA CINEMAS.
3. This Letter of Commitment shall be effective from the effective date until the following circumstances occur (whichever is earlier):
(1) The Company is no longer the indirect controlling shareholder of WANDA CINEMAS;
(2) WANDA CINEMAS terminated its listing.
4. The Company will faithfully fulfill the above commitments and bear corresponding legal responsibilities. "
In order to maintain the independence of listed companies, Mr. Ke Liming, the controlling shareholder and actual controller of the information disclosure obligor, has also made the above commitment to maintain the independence of listed companies.
(II) Competition in the same industry and relevant solutions
Upon verification of the business license of the enterprise controlled by Keliming, as of the signing date of this verification opinion, The enterprises controlled by Ke Liming, the controlling shareholder and actual controller of the information disclosure obligor, include Beijing Zhumeng Qiming Culture and Art Co., Ltd., Yongxin Ivy Cultural Service Center (Limited Partnership), Beijing Ruyi Xinxin Film Investment Co., Ltd., Sweet Orange Film (Beijing) Co., Ltd., Shanghai Ruyi Receptionist Film Production Co., Ltd., Virtual Cinema Holding Limited and Pumpkin Films Limited, although they have no substantive business, their business scope partially overlaps with that of WANDA CINEMAS.
After checking the annual reports of China Ruyi and WANDA CINEMAS, we know the business situation and income composition of China Ruyi and WANDA CINEMAS. The enterprises that Ke Liming exerted great influence on, China Ruyi and WANDA CINEMAS, are engaged in similar businesses in the film and television drama production business and online game business. According to WANDA CINEMAS’s 2022 annual report, the aforementioned similar businesses accounted for 9.48% of WANDA CINEMAS’s total annual income, accounting for a relatively low proportion.
Except for the above, there is no horizontal competition between the information disclosure obligor and the company controlled or exerted significant influence by its controlling shareholder or actual controller and WANDA CINEMAS. In order to avoid any actual or potential competition between the Company and other enterprises controlled by the Company and WANDA CINEMAS and its affiliated enterprises in the future, the information disclosure obligor Ruyi Investment makes the following commitments:
"1. There is no horizontal competition between the Company and other enterprises controlled by the Company and the main business of WANDA CINEMAS and its affiliated enterprises.
2. The Company will take active measures to avoid any business or activity that is or may be competitive with the main business of WANDA CINEMAS and its subsidiaries, and urge other enterprises controlled by the Company to avoid any business or activity that is or may be competitive with the main business of WANDA CINEMAS and its subsidiaries.
3. If the Company and other enterprises controlled by the Company get the opportunity to engage in new business, which constitutes or may constitute horizontal competition with the main business of WANDA CINEMAS and its affiliated enterprises, the Company will do its best to make the business opportunity first available to WANDA CINEMAS or its affiliated enterprises on reasonable and fair terms and conditions, if conditions permit.
4. This Letter of Commitment shall come into effect on the date when the following conditions are met:
(1) This letter is signed by our company;
(2) The Company became the indirect controlling shareholder of WANDA CINEMAS.
5. This Letter of Commitment shall be effective from the date of entry into force until the following circumstances occur (whichever is earlier):
(1) The Company is no longer the indirect controlling shareholder of WANDA CINEMAS.
(2) WANDA CINEMAS terminated its listing.
6. The Company will faithfully fulfill the above commitments and bear corresponding legal responsibilities. "
In order to maintain the independence and sustainable development of listed companies and avoid potential competition in the same industry, Mr. Ke Liming, the controlling shareholder and actual controller of the information disclosure obligor, also made the following commitments:
"1. I control Beijing Zhumeng Qiming Culture and Art Co., Ltd., Yongxin Ivy Cultural Service Center (Limited Partnership), Beijing Ruyi Xinxin Film Investment Co., Ltd., Sweet Orange Film (Beijing) Co., Ltd., Shanghai Ruyi Movie Production Co., Ltd., Virtual Cinema Holding Limited and Pumpkin Films Limited. Although they have no substantive business, their business scope partially overlaps with that of WANDA CINEMAS. I have exerted great influence on China Confucianism and WANDA CINEMAS’s similar business in film and television drama production business and online game business. Except for the above, there is no horizontal competition between myself and other enterprises that I control or exert significant influence on and the main business of WANDA CINEMAS and its affiliated enterprises.
2. I will take active measures to avoid any business or activity that is or may be competitive with the main business of WANDA CINEMAS and its affiliated enterprises, and urge other enterprises under my control to avoid any business or activity that is or may be competitive with the main business of WANDA CINEMAS and its affiliated enterprises.
3. If I and other enterprises under my control get the opportunity to engage in new business, which constitutes or may constitute horizontal competition with the main business of WANDA CINEMAS and its affiliated enterprises, I will try my best to make the business opportunity first available to WANDA CINEMAS or its affiliated enterprises on reasonable and fair terms and conditions, if conditions permit.
4. With regard to the above-mentioned enterprises with no substantive business under my control, I promise that the above-mentioned enterprises will not carry out business in substance from the date when I become the actual controller of WANDA CINEMAS, and within three years, the partial overlap between the business scope of the above-mentioned enterprises with no substantive business and WANDA CINEMAS will be eliminated by changing the business scope and canceling it; With regard to the fact that China Ruyi and WANDA CINEMAS, the enterprises that I have exerted great influence on, are engaged in similar businesses in film and television drama production and online game business, I promise to regulate such horizontal competition matters by selling to third parties, injecting business or other ways permitted by laws and regulations within three years from the date when I become the actual controller of WANDA CINEMAS.
5. This Letter of Commitment shall come into effect on the date when the following conditions are met:
(1) This letter is signed by me;
(2) I became the actual controller of WANDA CINEMAS.
6. This Letter of Commitment shall be effective from the date of entry into force until the following circumstances occur (whichever is earlier):
(1) I am no longer the actual controller of WANDA CINEMAS.
(2) WANDA CINEMAS terminated its listing.
7. I will faithfully fulfill the above commitments and bear the corresponding legal responsibilities. "
(3) Related party transactions and measures to reduce and standardize related party transactions.
Upon verification, as of the signing date of this verification opinion, there is no continuous major related party transaction between the information disclosure obligor and the listed company. After verification, in July 2023, Ruyi Film and Television signed the film with Wanda Film (Horgos) Co., Ltd., a holding subsidiary of WANDA CINEMAS.<热烈>Joint investment agreement, Wanda Pictures (Horgos) Co., Ltd. invested 4 million yuan to participate in the film "Enthusiasm", and the transaction amount was small, which did not belong to the above-mentioned continuous major related party transactions. In order to regulate the related transactions that may occur between the information disclosure obligor and the listed company, the information disclosure obligor makes the following commitments:
"1. The Company will minimize the related transactions between the Company and other enterprises controlled by the Company and WANDA CINEMAS and its affiliated enterprises.
2. For related party transactions that are unavoidable or reasonable, the Company and other enterprises controlled by the Company and WANDA CINEMAS and its affiliated enterprises will conduct the transactions in accordance with fair market principles and normal commercial conditions, ensure the fairness of related party transaction prices, and perform related party transaction decision-making procedures in accordance with the law, so as to ensure that WANDA CINEMAS’s funds and profits will not be illegally transferred by using related party transactions, and that WANDA CINEMAS and its shareholders’ legitimate rights and interests will not be harmed by using related party transactions.
3. Our company and other enterprises controlled by our company will not ask WANDA CINEMAS and its affiliated enterprises to give them more favorable conditions than those that can be given to independent third parties in any fair market transaction.
4. This Letter of Commitment shall come into effect on the date when the following conditions are met:
(1) This letter is signed by our company;
(2) The Company became the indirect controlling shareholder of WANDA CINEMAS.
5. This Letter of Commitment shall be effective from the date of entry into force until the following circumstances occur (whichever is earlier):
(1) The Company is no longer the indirect controlling shareholder of WANDA CINEMAS.
(2) WANDA CINEMAS terminated its listing.
6. The Company will faithfully fulfill the above commitments and bear corresponding legal responsibilities. "
In order to regulate the related party transactions that may occur between the information disclosure obligor and the listed company, Mr. Ke Liming, the controlling shareholder and actual controller of the information disclosure obligor, has also made the above commitment to reduce and regulate related party transactions.
IX. Verification of major transactions between information disclosure obligors and listed companies
(1) Transactions with listed companies and their subsidiaries
According to the information disclosure obligor’s self-examination, within 24 months before the signing date of this verification opinion, the information disclosure obligor, its directors, supervisors and senior management personnel did not have any transactions with the listed company and its subsidiaries with a total amount of more than 30 million yuan or more than 5% of the net assets of the listed company’s recently audited consolidated financial statements.
(2) Transactions with directors, supervisors and senior managers of listed companies.
After self-examination by the information disclosure obligor, within 24 months before the signing date of this verification opinion, there was no transaction between the information disclosure obligor, its directors, supervisors and senior managers and the directors, supervisors and senior managers of the listed company with a total amount exceeding RMB 50,000.
(3) Compensation or similar arrangements for directors, supervisors and senior managers of the listed company to be replaced.
Upon self-examination by the information disclosure obligor, as of the signing date of this verification opinion, the information disclosure obligor and its directors, supervisors and senior managers have no commitment to make any compensation for the directors, supervisors and senior managers of the listed company to be replaced, nor have they made any similar arrangements.
(4) contracts, tacit understandings or arrangements that have a significant impact on listed companies.
After self-examination, the information disclosure obligor and its directors, supervisors and senior management personnel have no other contracts, understandings or arrangements that are being signed or negotiated that have a significant impact on the listed company, except for the contents disclosed in this verification opinion.
X. Verification of buying and selling stocks of listed companies in the previous six months.
(1) the information disclosure obligor’s buying and selling of shares of listed companies in the previous six months.
According to the information disclosure obligor’s self-examination, the information disclosure obligor did not buy or sell the shares of listed companies through the trading system of the stock exchange during the six months prior to the fact of this change of rights and interests until the signing date of this verification opinion.
(2) information on the trading of shares of listed companies by the directors, supervisors, senior managers and their immediate family members of the information disclosure obligor in the previous six months.
According to the information disclosure obligor’s self-examination, the directors, supervisors, senior managers and their immediate family members of the information disclosure obligor did not buy or sell shares of listed companies through the securities trading system of the stock exchange during the six months prior to the date of this change of rights and interests and the signing date of this verification opinion.
XI. Verification of other important matters of the information disclosure obligor
As of the signing date of this verification opinion, the information disclosure obligor has no other information that must be disclosed in order to avoid misunderstanding the contents of this verification opinion, and there is no other information that the China Securities Regulatory Commission or Shenzhen Stock Exchange requires the information disclosure obligor to disclose according to law.
As of the signing date of this verification opinion, the information disclosure obligor does not exist in the circumstances specified in Article 6 of the Measures for the Administration of Acquisition.
The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this verification opinion, and bears individual and joint legal responsibilities for its authenticity, accuracy and completeness.
XII. Opinions of Financial Advisers
Huatai United Securities has carefully checked and verified the relevant information and materials of this equity change in accordance with the business standards and ethics recognized by the industry, in the spirit of honesty, credit and diligence, and in accordance with the requirements of the Company Law, the Securities Law, the Measures for the Administration of Acquisition and other relevant laws and regulations, and concluded that this equity change complies with the relevant provisions of relevant laws and regulations, and the preparation of the equity change report complies with the relevant provisions of laws and regulations and the China Securities Regulatory Commission and the Shanghai Stock Exchange.
XIII. Contact information of financial adviser
Organization name: Huatai United Securities Co., Ltd.
Mailing address: Floor 6, Building A, Fengming International Building, No.22 Fengsheng Hutong, Xicheng District, Beijing
Legal Representative: Jiang Yu
Tel: 010-56839300
Fax: 010-56839400
Contacts: Li Yuheng, Zhao Lu