The Central Financial Work Conference emphasized that finance is the blood of the national economy and an important part of the country’s core competitiveness. It is necessary to speed up the construction of a financial power, comprehensively strengthen financial supervision, improve the financial system, optimize financial services, prevent and resolve risks, unswervingly follow the road of financial development with China characteristics, promote the high-quality development of China’s finance, and provide strong support for comprehensively promoting the construction of a strong country and the great cause of national rejuvenation with Chinese modernization.

　　Finance is related to the overall development. Since the 18th National Congress of the Communist Party of China, under the centralized and unified leadership of the CPC Central Committee, the financial system has strongly supported the overall situation of economic and social development, resolutely fought a tough battle to prevent and resolve major risks, and made important contributions to building a well-off society in an all-round way as scheduled and achieving the goal of the first century. At the same time, we should be soberly aware that various contradictions and problems in the financial field are intertwined and affect each other, and some of them are still outstanding. There are still many hidden dangers in economic and financial risks, the quality and efficiency of financial services to the real economy are not high, financial chaos and corruption are repeatedly banned, and financial supervision and governance capabilities are weak. At present, the great changes in the world that have never happened in a century are accelerating, and the great rejuvenation of the Chinese nation has entered a critical period. The financial system should effectively improve its political stance, be mindful of "the country’s greatest", strengthen its mission, and help build a strong country and national rejuvenation with high-quality financial development.

　　Provide high-quality financial services for economic and social development.Financial activities, economic activities; Financial stability and economic stability. Serving the real economy is the bounden duty and fundamental purpose of finance. To provide high-quality services for economic and social development, finance should work hard on "three efforts": to create a good monetary and financial environment and effectively strengthen high-quality financial services for major strategies, key areas and weak links; Strive to build a modern financial institution and market system, and dredge the channels for funds to enter the real economy; Efforts will be made to promote high-level financial openness and ensure national financial and economic security. The "three efforts" anchor the goal of accelerating the construction of a financial power, point out the path to promote high-quality financial development, and clearly put forward a series of measures such as maintaining the stability of monetary policy, optimizing the structure of capital supply, doing five major articles on technology and finance, green finance, inclusive finance, pension finance and digital finance, creating a financial market with unified rules and coordinated supervision, and steadily expanding the institutional opening of the financial sector. These measures will further enhance the ability of finance to support the development of the real economy and support high-quality development with high-quality financial services.

　　Comprehensively strengthen financial supervision and effectively prevent and resolve financial risks.Preventing and resolving financial risks is the fundamental task and the eternal theme of financial work. The CPC Central Committee has continuously improved the financial supervision system, promoted a new round of reform of financial supervision institutions, and provided institutional and institutional guarantee for comprehensively strengthening financial supervision and effectively preventing and defusing financial risks. The Central Financial Work Conference made a series of new arrangements for preventing and resolving financial risks. For example, all financial activities should be regulated in accordance with the law, the risks of small and medium-sized financial institutions should be dealt with in time, a long-term mechanism to prevent and resolve local debt risks should be established, the main supervision system and fund supervision of real estate enterprises should be improved, the issuance and trading behavior of financial markets should be standardized, the relationship between rights and responsibilities, speed and stability should be well grasped, and the early correction mechanism of financial risks with hard constraints should be improved. These measures have responded to social hot issues and released the signal of strong supervision and strict supervision, which will definitely enhance the supervision ability and effectiveness. The financial system should take the opportunity of institutional reform, strive to build a complete, scientific, standardized and efficient financial supervision system, and firmly hold the bottom line that systemic financial risks will not occur.

　　Strengthen the centralized and unified leadership of the CPC Central Committee over financial work.The Communist Party of China (CPC)’s leadership is the greatest advantage of the Socialism with Chinese characteristics system, and strengthening the centralized and unified leadership of the CPC Central Committee over financial work is the fundamental guarantee for doing a good job in financial work. Strengthening the party’s overall leadership over financial work and strengthening the system theory and overall view in financial management work are conducive to transforming our political and institutional advantages into financial governance efficiency. It is necessary to improve the system and mechanism of the Party’s leading financial work, give full play to the role of the Central Financial Committee, and do a good job in overall planning, coordination and control. Give full play to the role of the Central Financial Work Committee and earnestly strengthen party building in the financial system. Give full play to the role of the financial committees and financial working committees of local party committees and implement territorial responsibilities. It is necessary to forge a team of high-quality professional financial cadres who are loyal and clean, vigorously carry forward Chinese excellent traditional culture in the financial system, strengthen the construction of financial rule of law, and provide talent support, cultural nourishment and rule of law guarantee for the development of financial undertakings.

　　In western countries, Christmas is a festive festival for family reunion, which has dual functions of religious festivals and cultural festivals, and is also an important business activity season. So today’s Gregorian calendar will introduce you to the date of Christmas and the date of Christmas in 2018. Let’s learn together.

When is Christmas in 2018?

　　A: Christmas in 2018 is on December 25, 2018, Tuesday, November 19, 2018 of the lunar calendar.

　　Christmas time in 2018

　　》》The origin of Christmas bilingual edition

　　》》The story and legend of Christmas is 50 words short in English.

When and when is Christmas?

　　Christmas, also known as Christmas Day, the birthday of Jesus, is translated as "Christ Mass", a traditional western festival, which falls on December 25th every year. Mass is a liturgy of the church. Christmas is a religious festival, because it is celebrated as the birthday of Jesus, hence the name "Christmas".

What day is Christmas?

Differences between Christmas at home and abroad

　　1. The West doesn’t eat apples on Christmas Eve.

　　In China, as early as before the arrival of Christmas Eve, lovers and friends began to give apples to each other. Because "Apple" and "Ping" have the same sound, they take the meaning of peace and smoothness, hoping for peace and security in the next year. In recent years, the market has also launched apples with Christmas trees and the words "peace and auspiciousness", and various styles have emerged one after another.

　　In the west, there is no such homophonic saying. The habit of eating Ping ‘an fruit didn’t spread until Christmas came into China.

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

How to play football is something that beginners want to study hard. If you want to play football well, you should mainly practice hard. Only by persistence can you play football more professionally. However, before playing football, you need to exercise first, including running and walking, and then learn the essentials of football. You can really learn to play football according to the rules, but there are many rules of playing football, so just remember the essentials.

Playing football is a good exercise. Before playing football, you should exercise well and prepare clothes and shoes for playing football. Appropriate clothes and shoes are essential equipment. If you don’t wear them properly, you will be more likely to get injured. We are all ready. Let’s briefly introduce the essentials and contact methods of playing football, hoping to help you play football.

Top ball refers to the technical action that the athlete touches the ball continuously with all effective parts of his body and controls it so that the ball does not land as much as possible. Topping the ball is a kind of practice means for athletes to be familiar with the ball, so as to enhance the elasticity of the ball. Weight, spin and touch the ball, the feeling of hard and light collar when hitting the ball.

Technical action essentials

1. Foot-to-toe ball: the foot swings forward and upward, and hits the ball with the instep. When hitting the ball, the ankle joint is fixed and the lower part of the ball is hit. Two feet can hit the ball alternately, or one foot can support and the other foot can hit the ball continuously. When hitting the ball evenly, keep the ball around your body all the time.

2. Inside and outside of both feet: lift your legs and bend your knees, swing up with the inside or outside of your feet, and hit the ball at the lower part of the ball alternately with the inside or outside of your feet.

3。 Hip ball: lift your legs and bend your knees, and hit the lower part of the ball upward with the middle and front part of the thigh. Both legs can alternately hit the ball, or you can support it with one foot and hit the ball continuously with the thigh on the other side.

4. Head ball: the feet are open, the knees are slightly flexed, and the lower part of the ball is continuously topped with the forehead. When heading the ball, keep your eyes on the ball and your arms open naturally to maintain your balance.

5. Continuous dribbling of each part: According to the above-mentioned single-dribbling technique, it is more difficult to match each part with continuous dribbling. The parts of the ball are instep, medial foot, lateral foot, thigh, head, chest, shoulders and so on.

Easy to make mistakes

L. when the foot hits the ball, the ankle joint is slack, resulting in unstable exertion.

2. When hitting the ball, the toes hook down or up, causing the ball to touch the body forward or backward after being stressed, making it difficult to control the ball.

3. Other parts of the body are not relaxed enough when bouncing the ball, so that the movements are stiff.

4. When the head bounces the ball, the leg, body and neck are not coordinated, only relying on the neck.

Example of practice method

1. One person, one ball: experience the time, position, power and coordination of the whole action of touching the ball.

2. Two people with one ball: touch the ball with the instep, thighs, head and all parts of the body, master the power of touching the ball and try not to let the ball fall to the ground. Everyone can touch the ball once and bounce it to the other side, or touch the ball many times and bounce each other.

3. A group of four or five people, with two balls in the circle: you can specify the number and position of each person touching the ball, and you can also freely master the number and position of touching the ball. Pay attention to the observation when bouncing the ball to prevent two balls from bouncing to the same partner at the same time.

Everyone knows how to play football, but remember to pay attention to safety. There are many people who play football, and they are very tired when running. It is easy to get injured. If you are injured, you should seek medical attention in time. You must not continue playing football until the injury has fully recovered. After all, the premise of exercise is to be healthy.

Copyright statement: the picture and text are irrelevant, and this article is reproduced for the purpose of transmitting more information. If the source is marked incorrectly or infringes on your legitimate rights and interests, please contact this website with the ownership certificate, and we will correct and delete it in time. Thank you.

At 0: 00 a.m. Beijing time on November 3rd, after the China women’s football team was confirmed to miss the Paris Olympic Games, Beijing Youth Daily reported on it. They said that Song Kai, president of the China Football Association, watched the live broadcast of the women’s football match between China and South, and had a very clear understanding of the current problems and difficulties faced by the women’s football team in China. Such reports also caused great controversy and discussion.

"Song Kai watched the live broadcast of the women’s football match between China and South Korea," wrote Beijing Youth Daily. Prior to this, he also went to the scene to watch the first round of China-DPRK women’s football match in the Olympic preliminaries at this stage.

The new head of China Women’s Football Association has a very clear understanding of the current problems and difficulties. China Football Association will also join hands with representatives from all aspects of women’s football field to conduct in-depth research and communication to discuss the future of women’s football in China. "

From the report of Beijing Youth Daily, we can see that Song Kai had a clear understanding of the team’s problems by watching the women’s football match in China. Although the media did not disclose more information, their report not only made China football a joke, but also attracted a lot of fans’ condemnation.

A goal said, "You can have a clear understanding after watching a game, Niu, don’t you talk nonsense?" Some fans also said: "These reporters have a profound knowledge of writing, and they understand it all the time. He knows it is useless. How can it help?" Onlookers said they were looking forward to it. "

Of course, some fans said: "Football professionals have not understood the whole thing for decades. He knows everything after watching a game. This is not a genius." "The somebody else’s head coach all dare not say understand, see a didn’t even see the complete game to understand? Who believes this? "

Source: Global Times

German "Economic Weekly" December 7 article, original title: China responded to the car tsunami in this wayChina is already the largest automobile manufacturer and exporter in the world. Nevertheless, the production capacity of BYD, Weilai, Geely and other manufacturers is too large for the domestic market. The latest satellite images show that there is a bigger plan behind it. China hopes to inject millions of cars, especially electric cars, into the global market in the next few years.

At present, the main reason why this plan is blocked is that it is difficult for China cars to be shipped abroad. Most importantly, they lack the necessary means of automobile transportation, that is, ro-ro ships. There are more than 700 such ships in the world, of which less than 100 are operated by China. According to the China Shipbuilding Industry Association, only about 10 ships are suitable for ocean transportation.

According to the Center for Strategic and International Studies (CSIS), by 2026, China Shipyard will build about 200 new ro-ro ships, 76 of which will be built for customers in China. Today, large ro-ro ships can usually accommodate 7000 to 9000 cars.

Another sign of the car tsunami can also be found in the port of China. Recently, a large area of the port has been transformed into a new car loading parking lot. This development is most obvious in the Pearl River Delta, where an island has been transformed into a large export parking lot.

Port and logistics companies are also trying to find creative ways out. For example, they use special standard containers, and three or four cars can be nested and stacked. This is not enough. COSCO Shipping Group has developed special shelves, which can stack vehicles together and transport them by ordinary bulk carriers. These ships are now transporting logs for China from Europe and transporting China cars to Europe on their return journey.

In order to overcome the bottleneck at sea, in 2022, COSCO Shipping Special Transportation established Guangzhou Yuanhai Automobile Shipping Co., Ltd. jointly with Shanghai Port Logistics and SAIC Anji Logistics to better help China automobile to enter the global market. (Author Thomas Stozel, translated by Aoki)

It’s said that a person can’t judge a book by its cover, but do you think a sloppy and vulgar person can treat life delicately and elegantly? Obviously not.

Taste and temperament do not depend on natural appearance, nor on the accumulation of many luxury goods, but on your clothes, color matching and hairstyle!

< Chapter 1 > Dressing & Color Matching

> > Two core ideas of dressing color matching

(1) the overall clean and tidy.

Even if it’s just a sweater and wide-leg pants worth dozens of dollars, as long as the color matching is clean and tidy, it will look much more advanced than others.

On the other hand, even wearing gorgeous fur, high-luxury custom-made clothes and too fancy color matching will only give people the impression of "nouveau riche", not taste and temperament.

② There is a sense of harmony that echoes each other.

The essence of dressing color matching is not the basic color, nor the popular color.But on the basis of keeping the color matching neat, see if the overall color matching is harmonious.

Take the color that is the most difficult for ordinary people to match. In these two sets of collocation, there is no basic color to control all over the body, but because of the echo of local colors, it has become a trend to look good. This is the charm of color echo to keep harmony ~

> > common color combinations

(A) the basic color-based collocation

① Summary of color matching dry goods

Basic colors refer to black, white, gray, brown, blue and red, which we often see in our lives and will be widely used. These colors are primitive and simple, and they are very easy to control.

There are these matching skills about the combination of basic colors:Combination of simplicity and complexity, three-color principle (no more than three colors as a whole), and color matching.

② on-site demonstration

The color combination that is the easiest to "circle" in the basic color must be black and white.Black-and-white matching can choose one color to be used in a large area and another color to be decorated in a small area, or you can use a color matching ratio of 1:1, 3:7, etc.

The above suit is matched with the first color matching method. Large-scale use of black to create a cool and handsome feeling, the combination of up and down width, white satchel in which can be called the finishing touch ~

(B) basic color+color collocation

① Summary of color matching dry goods

The combination of color and basic color is a fashionable "ceiling" color matching for ordinary people. Fashionable and vivid colors blend into the low-key of basic colors, which is the best interpretation of fashionable color matching.

Color usually choose 1-2 as the key points of color matching. The color used in a large area is best placed on the upper body, and the color that appears in a small area is best echoed in other parts.

② on-site demonstration

Bright cream yellow is like sunshine. Wearing it on your body can make you feel good at a glance.

The suit is folded in avocado green tube top, and white wide-leg pants are worn in open-toed shoes. The overall fresh and beautiful color is brighter than spring!

(C) full-color collocation

① Summary of color matching dry goods

When the whole body is mainly matched with colors, it takes some thought.The colors used in a large area should be easy to control, and it is not suitable for large-scale contrast and conflict between colors.

Color matching should be combined with depth, and small-area colors should echo up and down or up and down.The color closest to the face must be the easiest to control and the most white.

② on-site demonstration

This full-color overskirt collocation does not choose too prominent high saturation or high brightness colors, but chooses the colors of Mo Landi color system for combination.

The gentle smog blue sweater is super white, with a gray-tone grape skirt. The whole seems to be shrouded in gentle light, beautiful and temperament ~

< Chapter II > Temperament & Hairstyle

> > three keys to getting a haircut

① Even and non-mainstream hair color

Few people think that girls with non-mainstream hair colors will have temperament with a haircut that kills Matt.

When choosing hair color,Try to stay away from colors that are too bright and colors that are too fancy.Choose low-key and attractive earth tone or other hair colors with earthy tones as the main color.

② Smooth and not rough hair.

The ugly duckling turns into a swan is a scene that many girls yearn for. In film and television works, the first step for a woman to become a noble princess from Cinderella is to fix her hair.

Rough, hairy, forked and yellow hair looks sluggish and sloppy, how can it bring people a sense of advanced? The silky and smooth hair is like seaweed, dreamlike, and the temperament is completely different!

③ Appropriate and natural hairstyle

But don’t think that as long as you get the hair color and quality, you can sit back and relax in your hair style. If you pick a hairstyle that is not suitable for you, it is a waste of your own face value.

Take Gulnazar as an example. She is recognized as a beauty. It is a waste to press her short hair on the left. The retro and gorgeous curly hair on the right is dignified and elegant, which is what a beautiful woman should look like ~

> > three steps to complete the beautiful hairstyle.

(step 1) preliminarily confirm the hairstyle according to the face shape.

And how do ordinary people fix their hair styles? The first step you have to do is to choose the hairstyle that suits you best according to your face.

The core principle of choosing hairstyle is that face and hairstyle can foster strengths and avoid weaknesses and make up for each other.

Cute round face is more suitable for long hair in shawls.Not suitable for any heavy long straight hair. Also not suitable for long straight hair is a square face.Square face is more suitable for micro-curls.

Diamond-shaped face with prominent cheekbones is not suitable for any face-to-face hairstyle, and is suitable for hair with fluffy feeling.Any other face with prominent bones is also suitable for fluffy and curvy hairstyles.

(Step 2) Add details according to the overall effect.

After initially determining your hairstyle, naturally you can’t achieve 100% perfect effect. You still need some details.

If you look bald, you need to make your hair fluffy, and use fetal hair bangs at the hairline to create a natural hairy flu.

If the face still looks unsmooth,Then you need to choose some thin bangs to decorate.

The long face can shorten the horizontal bangs of the face, and the wide face can lengthen the vertical long bangs of the face.

(Step 3) Post-care and create a natural fluffy feeling of hairstyle.

Hairstyle can’t be done once and for all, and it needs careful care.Don’t wash your hair frequently and don’t dye it many times.These will all hurt the scalp.

The essence of fluffy hair style lies in the integration of air sense.The thinness of bangs and the three-dimensional hair roots can create a fluffy feeling.

< chapter 3 > get the final result of hairstyle+color matching.

(Example 1) Retro curly hair with harbor wind suit

In this typical retro costume, hairstyle and clothing have played a mutual echo role, creating a literary and romantic atmosphere.

The classic Hong Kong style suit uses black and white color matching to make black retro curly hair romantic. The addition of dark green gold-inlaid leather bag and green silk scarf makes this romantic atmosphere more intense.

(Example 2) Skillful short hair with a suit

And this set of white-collar style in the workplace, the hairstyle chose short hair that looks more neat, rather than fluffy and retro curly hair.

The neat sense of hairstyle and the advanced sense of the suit, combined, are super suitable for the stability and temperament of people in the workplace ~

< final chapter >

Clothes and hairstyles can’t fight alone. Only when they are both combined can our taste and temperament be finally displayed.

The taste of clothing depends on color matching, and the overall temperament and local exquisiteness come from hairstyle.Start from these two points and meet your own counterattack moment!

Original content, those who carry it without authorization will be investigated! # How long does it take to exercise to get a fitness effect #

Why do you exercise? There are many reasons for choosing fitness.Many people exercise to lose body fat, improve muscle lines and gain a good figure, but also to build a strong body and physique and resist the aging speed.

So, how long does it take to exercise before you can feel the effect of fitness?

Fitness is a long-term thing, not exercise today, it will change tomorrow. People who start fitness today are likely to feel sore muscles after getting up tomorrow, and walking is a problem.

However, 90% of people give up fitness after less than one month, and such people are often unable to reap the benefits of fitness.

If you want to reap the effect of fitness, we must stick to fitness for at least one month and punch in at least three times a week before you can feel your own changes.

So, what difference will you make if you keep exercising for one month, three months, six months, one year and three years? Let’s take a look:

Stick to fitness for a month,You will feel that your vital capacity has improved, and the difficulty of exercise is not as difficult as it was at the beginning. You can’t keep running for 5 minutes at the beginning, but you can keep running for more than 20 minutes.

The sore feeling after each fitness exercise gradually disappears. You just started to form the habit of punching in the gym, and the whole person’s mental state is gradually getting better.

Stick to fitness for 3 months,You will find that your body fat is obviously reduced, and the whole person has become energetic and confident. With the improvement of sports ability, you may be able to adapt to more intensive training. You have entered the entry stage of fitness from the stage of fitness, and you have begun to learn to exercise more scientifically and make a fitness plan that is more suitable for you.

Stick to fitness for half a year,You begin to enjoy the feeling of sweating but carefree in fitness. You no longer feel that fitness is a kind of torture, but learn to feel happy in fitness, and you learn to exercise actively. Sticking to fitness can release stress, relieve negative emotions and keep you positive and optimistic.

Stick to fitness for a year,You will find that in addition to getting better and better, your skin condition will gradually get better, and all kinds of rough and dark yellow problems will be improved.

As the saying goes, fitness is a cheap plastic surgery, safe and without side effects. People who insist on fitness, time will let you meet a better self, you resist the years and keep the frozen age.

Stick to fitness for three years,Your self-discipline has exceeded 90% of people, but you persist in what others can’t insist on. Such people, whether in body management or career achievements, will achieve more outstanding results and move towards higher achievements.

So, have you started working out? How long have you been keeping fit?

If you choose to start, don’t stop easily. Now you work hard to keep fit, and in the future you will definitely thank yourself for sweating hard.

FIFA World Cup Qatar 2022 in 2022, like a fire in winter, ignited the passion of fans who had been dormant for four years. Modern football originated in England, but as a sport, its embryonic form originated in China. In ancient China, there was a sport similar to a football match, which was cuju.

one

Cuju originated in barracks at first.

Kick, creep, and step (step). "Take a step against the foot." The words "Nie", "Ta" and "Tread" all mean stepping from top to bottom. Reverse pedaling is equivalent to kicking and jumping from bottom to top. Cuju is to kick the ball, but it is different from the current football kicking method. The main form of Cuju is actually to kick the ball, which is similar to kicking shuttlecock. It can be played by one person or by many people in formation, mainly from bottom to top to prevent the ball from landing. Of course, there are also competitions in which two teams are divided to kick the ball into the goal to win, similar to modern football matches.

It should be noted that there was another ancient ball game called "bow-beating", which had little to do with football, but was the prototype of polo and prevailed in the Tang Dynasty.

Cuju, written in different ways in ancient Chinese, is also called kicking, kicking, kicking, kicking, kicking and so on. The earliest ball is made of wool, so the ball is also called "wool pill", which is written as "cave" or "ball" Later, people filled skins with hair to make spheres, so the ball was written as "bow", which means a ball made of leather by bending. Guo Pu notes the cloud in "Three Cangs": "Mao Pills can make the performers bow." Inflatable rubber balls didn’t exist until the Tang and Song Dynasties. In the Tang Dynasty, Xu Jian and others compiled a comprehensive book "The Book of Beginners", which recorded: "In ancient times, it was tangled with wool, but now it is done with skin and cells (possibly animal bladders) as the lining, and it is done with a sigh of relief." "Toe" is related to the foot, mainly from the part of the human body that touches the ball.

According to Ji Yuan of Things, Cuju originated in the era of the Yellow Emperor and was originally invented to train soldiers in battle. Mawangdui’s silk book "Sixteen Classics" records that the Yellow Emperor defeated Chiyou and "filled his stomach and thought that he bowed, so that people could hold on to it, and those who were more rewarded". Liu Xiang said to Bielu: "Cuju players are rumored to have done what the Yellow Emperor did, or, from the time of the Warring States. When you are squatting, the military situation is also good. Therefore, when you practice samurai, you know how to be talented, and you practice it because of playing. " There are 25 pieces of Cuju among the thirteen military skill schools in Hanshu Yiwenzhi. It can be seen that Cuju originally originated from barracks, and it is probably a sport that soldiers play in their spare time during military training, which can relax their body and mind and also train teamwork. The original ball games were related to leather, which also confirmed this point. Because in ancient times, the closest contact and user of leather was soldiers, so "soldiers and leather" were connected in Chinese.

From the perspective of literature, Cuju first appeared in the Warring States Period. "Historical Records" and "Warring States Policy" both recorded the popularity of cuju in the State of Qi in the Warring States Period: "Linzi is very rich and real, and all its people play the lute, drum instruments, percussion, playing the piano, fighting cocks, walking dogs, six blogs and stumbling."

Cuju was popular in Han and Tang Dynasties, and reached its peak in Song Dynasty, forming a professional Cuju group called Qiyun Club or Round Club, similar to today’s football clubs. In the Ming and Qing Dynasties, Cuju gradually declined. For fear of being discouraged by playthings, Zhu Yuanzhang, the Emperor Taizu of the Ming Dynasty, once ordered officials and warriors to ban cuju, "kicking round, unloading feet", and even "bowing round kills nine families". Ming Xizong also ordered that folk football be prohibited. However, Cuju was not banned among the people, and there were still concluding works. The Ming Dynasty wrote "Cuju Atlas" and "Cuju Spectrum", which recorded the methods and rules of Cuju competition from the Tang and Song Dynasties to the Yuan and Ming Dynasties, as well as the forms and specifications of courts and goals. For example, there are ten ways to kick the ball, such as shoulder, back, turn, take, control, drag, hold, knee, racket and moon, and ten kinds of "no kicking tactics" which are not suitable for kicking the ball, such as "after drinking", "before the banquet", "under the muddy water" and "under the lamp and candle". These works also record more than 40 kinds of ball brands and more than 100 cuju clubs.

At the beginning of the Qing Dynasty, the Eight Banners also made it popular to play football at the grassroots level. However, in the Qing Dynasty, Shizu Shunzhi made an edict that "it is forbidden to play football immediately" on the grounds that "this dynasty always studies art, and its leisure time is related to book history". Emperor Qianlong even banned cuju on the grounds of gathering people to make trouble. Cuju inevitably declined under the official ban of the two dynasties.

two

Liu Taigong is not happy without the ball.

The literature recorded the popularity of Cuju in Qilu during the Warring States Period. After the King of Qin swept Liuhe, the troubled times at the end of Qin Dynasty and the struggle between Chu and Han, the tradition of Cuju was still not cut off among the people. By the time Liu Bang established the Han Dynasty, the world was reunified, and Cuju won the "endorsement" of Emperor Liu Taigong, the emperor fans like Emperor Wu of Han Dynasty and Wei Wudi emerged, and the general stars like Huo Qubing and Liang Ji emerged. Cuju was quite popular in the Han Dynasty.

The reason is probably that Cuju, a sport similar to fighting chickens and running dogs, is quite in line with the civilian characteristics of the Han Dynasty.

Liu Bang, the Emperor Gaozu of the Han Dynasty, was the first commoner in history. He retained many characteristics of common scoundrels. For example, when Chu and Han were contending for food, Xiang Yu caught Liu Bang’s father, Liu Taigong, tied him to a high chopping board, and set up a big pot next to him. The water in the pot was boiling hot. Xiang Yu threatened Liu Bang to kill Liu Taigong like an animal and throw him into a pot to cook broth for the soldiers to satisfy their hunger. Liu bang had the cheek to say to Xiang Yu, you and I are brothers who become sworn brothers, and my dad is your dad. You have to cook your dad. If you are lucky, please share with me. Liu bang is such a rogue, but this rogue is a bully who can effectively restrain the aristocratic family.

Liu bang was born in a common town, and his father Liu Taigong was also a common man. Liu Taigong was the first real emperor’s father in history, Qin Zhuang Xiang Wang’s "emperor’s father" was sealed by Qin Shihuang, and Liu Taigong was the first emperor’s father who lived to enjoy the actual treatment. Liu Taigong "lay down" all the way to become the emperor’s father, entered the capital Chang ‘an (now Xi ‘an, Shaanxi Province) and settled in the magnificent palace, but he was unhappy. Liu Bang is a dutiful son. Seeing his father unhappy, he asked people around him to find out why. It turns out that Liu Taigong is not used to the life in big cities. According to "Miscellanies of Xijing", Liu Taigong "lived a good life, killing teenagers, selling cakes with wine, and fighting cocks for pleasure". He likes to associate with some butchers and vendors, and takes pleasure in selling wine, cakes, cockfighting and playing football. Now he is trapped in the deep palace and has no life.

After Liu learned about it, he ordered Wu Kuan, a craftsman, to build a new city in Liyi, modeled after Fengyi (now Fengxian, Jiangsu Province), a hometown of Pei County, and even the old temple of Fengyi was moved to the new city. When Liu was young, he once offered sacrifices to the God of Yuyu Society in the temple. The layout of streets and lanes and the scenery of utensils in the whole new town are all copied from the old ones, and even all the folks in Fengyi have been relocated easily. The hometown is full of elements, which can be called a replica of a hometown. After the men, women and children of Fengyi came to the new town together, they could recognize their houses at a glance when they walked in the streets, and even the chickens, ducks, dogs and sheep brought by the villagers were scattered on the road, so they could find their own homes.

When Liu Taigong arrived in the new town, he saw that the meat sellers, wine sellers and cake sellers in the city were old friends from his hometown. Besides, there were many recreational activities such as cockfighting and playing football, and he was still familiar with the street life, so he was really happy. In July, the tenth year of Emperor Gaozu (197 BC), Liu Taigong died. In memory of his father, Liu Bang renamed Liyi Xinfeng (now Xinfeng Street, Lintong District, Xi ‘an City, Shaanxi Province). Zhang Shoujie’s Historical Records of Justice in the Tang Dynasty quoted a cloud from Kuozhi: "The old city of Xinfeng is located in the southwest of Xinfeng County, Yongzhou, and the Xinfeng Palace in Han Dynasty." The reason for building the city is the same as that recorded in Xijing Miscellanies.

In Chinese, there is an idiom "Chicken and dog know the new wind" or "Chicken and dog know the new wind", which means that you can still be as familiar and happy in a foreign country as in your hometown. When Su Shi first arrived in Huizhou, he wrote a poem, including two lines, "It seems as if he had traveled in a dream, and he was glad to know the new scenery", expressing a feeling of deja vu and revisiting the old place.

three

Emperor Wu of the Han Dynasty and Cao Cao are "fans"

Cuju was endorsed by the Emperor Tai in the Han Dynasty, and was naturally deeply loved. According to the biography of Han Dong Fangshuo, Dong Yan, Toy Boy of Liu Piao, princess royal, was distinguished for a while, and no one dared to call him by his first name. Emperor Wu of the Han Dynasty regarded him as the "master". Dong Yan is famous all over the world, and the dogs, horses, cuju and swordsmen in the county are gathered in Dong Yan’s mansion like spokes on the hub.

Not only does Dong Yan like playing football, but Emperor Wu of the Han Dynasty is also a "fan". Dong Yan often watches cockfighting, dog fighting, horse racing and cuju competitions with Emperor Wu of the Han Dynasty. When Emperor Wu of the Han Dynasty was happy to watch the game, he ordered Mei Gao, the son of Mei Cheng, to write a poem to record the game and the fun of watching it.

Huo Qubing, a general in title of generals in ancient times, likes playing football. He was successful as a teenager and showed no sympathy for foot soldiers. When he was fighting outside the Great Wall, the soldiers were hungry and listless, but he drew a stadium on the ground and played football.

Emperor Cheng of Han also likes to play football. The Miscellanies of Xijing records: "Emperor Cheng loves cuju, and the ministers take cuju as their labor, which is not suitable for the supreme." After the admonition of his ministers, Emperor Han became fond of playing chess with less exercise.

Liang Ji, a powerful minister in the Eastern Han Dynasty, was an all-around player in game sports, and playing football was also a sport he was proficient in. "The Biography of Liang Ji in the Later Han Dynasty" said, "(Liang) is addicted to alcohol, and can play full, play chess, play five or six games, play cuju and care for money."

Cao Cao also likes watching football. During the Jian ‘an period of the Eastern Han Dynasty, Tianshui Kong Guangui (the word Shu Lin) was good at playing football, and he loved flattery. Wei’s Spring and Autumn Annals called him "knowing the game, stumbling and bowing", "being proud without virtue, but getting rich without success", and Wei Lue called him "good at cuju, so Mao loved it, and he went in and out with followers every side". For this reason, Cao Pi and Wei Lue. (Cover journalist Wen Kanglin)

(Source: Huaxi Dushi Bao December 12, 2022 A15)

Source: Huaxi Dushi Bao