As an important supporting regulation for deepening the reform of the taxi industry, yesterday, the Ministry of Transport announced the newly revised Regulations on the Management of Taxi Drivers’ Qualification and the Regulations on the Management of Cruise Taxi Services. The two regulations are clear. Both the traditional cruise taxi driver and the online booking taxi driver must pass the national public and regional subject examinations to obtain the qualification certificate and be registered by the taxi administrative department before they can engage in taxi passenger service. The two regulations will be implemented on October 1 and November 1 this year respectively.

　　Provisions on the administration of professional qualifications

　　keyword

　　examination

　　Divided into public subjects and regional subjects

　　The Beijing Morning Post reporter found that the revised Regulations on the Management of Taxi Driver’s Qualification clarified the scope of application. The taxi driver’s qualification includes the qualification of cruising taxi driver and the qualification of booking taxi driver online, and combined with the characteristics of the new format of online car rental, the driver’s conditions, examination content, certificate category, registration management, continuing education and legal responsibility have been adjusted accordingly.

　　The "Regulations" clarify that the Ministry of Transport is responsible for guiding the management of taxi drivers’ qualifications nationwide. Taxi driver qualification examination includes national public subjects and regional subjects examination.

　　The regional subject examination of cruise taxi driver’s qualification is a knowledge test with regional service characteristics, such as local taxi policies and regulations, human geography and traffic routes in the operating area; The regional subject examination for booking taxi drivers’ qualifications on the Internet is a knowledge test for local taxi policies and regulations with regional norms.

　　keyword

　　driver

　　No drunk driving record after driving for 3 years.

　　For drivers who apply to take the taxi driver qualification examination, the "Regulations" are also clear: they need to obtain the corresponding motor vehicle driver’s license and have more than 3 years of driving experience; No traffic accident crime, dangerous driving crime record, no drug abuse record, no driving record after drinking, and no record of 12 points in the last three consecutive scoring cycles. At the same time, there is no record of violent crime, and other conditions stipulated by the city people’s government are required. Only if the above conditions are met can you register for the exam with relevant materials.

　　In addition, only taxi drivers who have obtained the qualification certificate can engage in taxi passenger service after being registered by the taxi administrative department. Taxi driver qualification registration is valid for 3 years.

　　If you have not applied for registration for more than 3 years after obtaining the qualification certificate, you need to complete at least 27 hours of continuing education before taking up your post after registration.

　　keyword

　　hold sb accountable

　　The maximum penalty for unlicensed operation is 30,000 yuan.

　　The "Regulations" also clarify that for drivers, there are passengers on the way or deliberately detouring; Failing to carry the road transport certificate and qualification certificate as required; The driver of the cruise taxi refuses to take the taxi, or fails to arrive at the agreed place to provide an appointment service without the consent of the owner or passengers or the online appointment of the taxi driver without justifiable reasons; Carrying other passengers without the consent of the passengers; Cruise taxi drivers don’t use the meter pricing equipment in accordance with the regulations, charge illegally, or make online reservation for taxi drivers to charge illegally; Take revenge on passengers who report or complain about the quality of their services or make unsatisfactory evaluation of their services, and if the behavior is serious, the registration will be postponed, ordered to make corrections, and a fine of more than 2,000 yuan in 200 yuan will be imposed.

　　Driving a taxi to engage in business activities without obtaining the qualification certificate or beyond the approved scope of the qualification certificate; Driving a taxi to engage in business activities by using an invalid, forged or altered qualification certificate; Lend, lease, alter the qualification certificate, will be fined 10 thousand yuan to 30 thousand yuan; If a crime is constituted, criminal responsibility shall be investigated according to law.

　　As for enterprises, those who violate the Regulations and hire people who have not obtained the qualification certificate and drive taxis to engage in business activities will be ordered to make corrections and be fined between 5,000 yuan and 10,000 yuan; If the circumstances are serious, a fine of not less than 10 thousand yuan but not more than 30 thousand yuan shall be imposed.

　　In addition, it is noteworthy that the "Regulations" also put forward clear requirements for taxi administrative departments and staff, and failed to organize the qualification examination and issue the qualification certificate according to the prescribed conditions, procedures and deadlines; Found that the illegal act was not investigated in time; Those who ask for or accept other people’s property and seek other illegitimate interests will be given administrative sanctions according to law to the directly responsible person in charge and other directly responsible personnel; If a crime is constituted, criminal responsibility shall be investigated according to law.

　　■ ask questions

　　● Why do you want to manage the drivers of the network car?

　　According to the Ministry of Transport, whether it is a network car or a cruise car, it provides a universal passenger service for the public and implements access management for drivers according to law, which is the bottom line requirement for industry management departments to ensure transportation safety and service quality.

　　● In what aspects have the characteristics of the network car been considered?

　　In the revision of "Regulations on the Management of Taxi Drivers’ Qualification", the characteristics of the network car are fully considered, and the development of new formats is actively supported through "tailor-made" system design and management innovation. For example, compared with the tour bus driver, it simplifies the test content of the network car driver to the greatest extent, and stipulates that its registration and cancellation can be completed through the platform company reporting to the taxi administrative department where the license issuing organ is located.

　　Regulations on the management of cruise taxis

　　"Money" should be adjusted in time.

　　According to the framework of rules and regulations issued by Guiding Opinions on Deepening Reform and Promoting the Healthy Development of Taxi Industry and Interim Measures for the Management of Online Booking Taxi Management Service, the revised Regulations on the Management of Cruise Taxi Management Service has adjusted the scope of application and made a series of regulations on the positioning of taxi industry and the distribution of interests between operators and drivers. It is clear that taxis are an integral part of urban comprehensive transportation system, a supplement to urban public transportation, and provide personalized transportation services for the public. The development of cruise taxis should be adapted to the economic and social development of the city and coordinated with public transportation and other passenger transport services. By defining the development orientation, we will strive to build a diversified and differentiated urban comprehensive transportation service system to better meet the travel needs of the people.

　　Aiming at the problem of taxi "money", cruise taxi operators are required to adjust the contract fee standard or quota task in time according to operating costs, freight rate changes and other factors, so as to better build a business model in which enterprises and drivers share operational risks and distribute benefits reasonably, and accelerate the transformation and upgrading of traditional industries.

　　■ background

　　Two provisions provide the guarantee of the rule of law.

　　In July this year, the Ministry of Transport issued "Guiding Opinions on Deepening Reform and Promoting the Healthy Development of Taxi Industry" and "Interim Measures for the Management of Online Booking Taxi Operating Services" as important supporting regulations for deepening the reform of the taxi industry. Yesterday, the Ministry of Transport issued newly revised Regulations on the Management of Taxi Drivers’ Qualification and Regulations on the Management of Cruise Taxi Operating Services and made relevant interpretations.

　　The Ministry of Transport said that the amendments to these two ministerial orders sought the opinions of local transportation authorities in early July this year, which will provide legal protection for promoting the transformation and upgrading of cruise vehicles, standardizing the operation of online car-sharing, and promoting the integration and development of new and old formats.

　　This edition of the article

　　Beijing Morning Post reporter Cao Jingrui

The 14th National Winter Games

Snowboarding parallel slalom competition

It will be held from January 22 to 25.

Held at Meilin Valley Ski Resort in Harqin, Chifeng.

There are 16 teams from all over the country.

115 athletes participated in the competition

22-25 January

Women and men in the youth group will be conducted in turn.

Open women’s and men’s competitions

A total of four gold medals will be produced.

January 22nd

Will take the lead in the women’s competition of snowboarding parallel slalom youth group

A gold medal will be decided on that day.

Shanghai Municipal Government Information Office held a news briefing on the afternoon of May 31st. At the meeting, the Municipal Commission of Commerce introduced the relevant situation since the launch of the fourth "May 5th Shopping Festival" and the arrangement of key activities in the next stage. The Municipal Economic Information Commission, the Municipal Bureau of Culture and Tourism, Xuhui District, Putuo District, Yangpu District, Minhang District and Chongming District introduced the arrangement of related fields and regional activities.

I. The situation since the launch of the fourth "May 5 th Shopping Festival"

More than 1,000 consumer promotion activities have been held since the 4th Shanghai "May 5th Shopping Festival" was launched one month ago. According to the monitoring of the Consumer Market Big Data Laboratory (Shanghai), the average daily offline consumption in the first month (April 29-May 28, 2023, the same below) was nearly 8 billion yuan.

The sales of 250 large commercial enterprises monitored by the city increased by 16.4% compared with the same period of last year’s shopping festival, and the passenger flow increased by 31.5%; Among them, the sales of catering and outlets increased by 18.9% and 36.7% respectively compared with the same period of last year’s shopping festival. The sales of "beautiful" and "delicious" commodities grew strongly, with domestic cosmetics brands and time-honored food brands leading the growth. The sales of cosmetics, food, gold and silver jewelry and other commodities increased by 76.9%, 55.1% and 13.9% respectively compared with the same period of last year’s shopping festival. During the May Day holiday, the major automobile distribution enterprises in this city achieved a total sales of 838 million yuan.

Since the launch of the 4th Shanghai "May 5th Shopping Festival", there are four main features:

First, the new customer group detonated the increase in consumption. Generation Z leads the new consumption trend. For example, the Bailian ZX Creative Fun Field on Nanjing Road Pedestrian Street attracts more than 100,000 "second-time fans" to punch in, among which "post-90s" and "post-80s" account for 44% and 25% respectively. Foreign tourist groups have aroused the climax of consumption. For example, the sales of May Day holiday in Yuyuan Business Circle increased by 27% compared with 2019, and the passenger flow on April 30 was the highest in recent years. The sales of four outlets increased by 57.4% month-on-month.

Second, new supply leads to new demand for consumption. During the launch season of Shanghai’s global new products, nearly 300 domestic and foreign brands held the first theme day activities, and more than 150 flagship stores rushed to the Shanghai consumer market. Time-honored brands keep the right and bring forth new ones. 284 time-honored brands in the city launched more than 100 new products of national fashion, 15 themed promotional activities, and a batch of 104 newly recognized Shanghai time-honored brands appeared. More than 200 kinds of high-quality agricultural and pastoral products and handicrafts with Tibetan characteristics appeared on Nanjing Road Pedestrian Street, and more than 200 kinds of products with Lu ‘an characteristics "rushed to Shanghai". Good things gather in the consumer market. More than 20 pieces of handmade bronze wares from Turkey, dry sausages from France and amber wine from Georgia entered the city’s consumer market for the first time. Sharing and docking of consumption resources in the belt and road initiative countries. The Russian Fisheries Trade Fair was successfully held. The first "Silk Road E-commerce Yunpin Sea Purchase" event was successfully held.

Third, new scenes stimulate new hot spots in consumption. Shanghai Coffee Culture Week held the largest "West Coast International Coffee Life Festival" along the Pujiang River. At present, Shanghai has 8,530 cafes, ranking first in the world. The 2023 Shanghai Tourism Industry Expo was successfully held, and more than 3,000 exhibitors brought more than 150,000 new products. Shanghai Global Food Festival released the list of the first batch of food landmark restaurants and food landmark business districts. The number of Shanghai Global Food Restaurants exceeded 13,000, ranking first in the country. Daxue Road opened a limited pedestrian street for the first time. Pujiang Country Park held the Minhang Special Session of Shanghai Automobile Quality Consumption Carnival to create a new scene of automobile consumption. First Medicine Nanjing East Road Store officially introduced the chronic disease management solution "MMC Health Convenience Store", bringing the public a new experience of health service at your fingertips. Changning brand-new "Kaitian Gathering" Time-sharing Pedestrian Street Version 2.0.

Fourth, the government and enterprises have launched intensive measures to benefit the people. All districts and departments have conscientiously implemented the "15 Articles" to promote consumption and launched a series of innovative measures. The "trade-in" policy for new energy vehicles has continued to exert its strength. Since May, a total of 6,077 citizens have applied for subsidies. Personalized service is a pilot in the beauty market, and the first personalized skin care service for cosmetics in China is launched. The Municipal Consumer Protection Committee issued the group standard "Compliance Guidelines for the Protection of Consumer Rights and Interests of Precious Metals, Jewelry and Jade Jewelry".

II. Arrangements for key activities in the next stage

On the one hand, hold the 2023 Shanghai Nightlife Festival. With the theme of "Shanghai at night, it’s never too late to meet each other" and around "neighborhood, waterfront and community", more than 200 special activities, such as sports night and book reading night, will be launched online and offline in June. Will present four characteristics:

The first is to explore new scenes and publish 100 good places for nightlife. Launch a number of waterfront nightlife places such as Putuo Changfeng "88 Tribe" and Suhewan Vientiane World on both sides of Pujiang River; Combined with the characteristic commercial district, a number of popular nightlife places such as limited pedestrian street on University Road and Wufan Night Market in Meiluocheng are launched. In combination with the "quarter-hour convenient life circle", a number of good places for nightlife in the neighborhood, such as Zhonggeng Roaming City and Sijing Night Market, were launched to enrich the citizens’ choice of night consumption. In addition, the list of "24-hour Shanghai" series and "Shanghai WOW! Shanghai trend nightlife guide ",etc.

The second is to expand new fields and hold a night market with the theme of "opening the night". On June 3rd and 4th, a night market with the theme of "Opening the Night" was held in Fengjing, BFC Bund, with the participation of more than 40 enterprises. For example, the whole family facilitated the first launch of the street version of Midnight Food Store. Shiseido’s brand-new young brand engraved the street trend for the first time to create a skin care experience at night; Ctrip Group released the recommendation of "Lighting One River and One River" night tour attractions for the first time, and launched a photo punching point for accompanying rabbit art installations; Shanghai Drama Art Center launched a night-time funny line show; Baixin Bookstore launched live activities around books, poems, vinyl and art for the first time; Tik Tok Life Service creates a "My Sleepless Night" fun punching device; A number of community organizations will also launch fun run, Frisbee, Lu Chong and other special night sports experiences.

The third is to link the new platform and launch a night-time consumption benefit discount. Didi will configure 50,000 "taxi+bicycle" travel packages every day, and carry out surprise taxis and green low-carbon night riding activities. Meituan take-out will issue 30 million yuan "supermarket department store coupons" and food coupons in Shanghai, and link high-quality restaurants to bring group purchase packages on the six-fold line. If you are hungry, you will launch a super topic of "Hungry Night Market" and distribute food and beverage coupons with a total value of nearly 20 million yuan. Barley will issue night performance coupons for the first time in June, covering 389 theater projects and 68 livehouse projects of Barley Platform. Shanghai Guijiu will issue 300 million yuan coupons, launch a new consumption experience together with 100 catering enterprises, and create a new landmark of consumption experience at No.500 Hongqiao Road. For the first time, Gaode Map launched the "66 Nightlife Map" and distributed tens of millions of taxi red envelopes.

The fourth is to lead the new trend and create the "Night Shanghai" IP publicity project. Excavate the characters’ stories and dreams behind "Night Shanghai" and strengthen the IP cultural connotation of "Night Shanghai". Jointly launched the "Roaming Shanghai Small Store" live broadcast plan with WeChat video number, showing the ingenious stories and consumption characteristics of 66 Shanghai-style small stores. Together with Ergeng Media, the documentary "Nightlife Dreamer" was created, and six nightlife dreamers and special projects were introduced. UCCA Ullens Center for Contemporary Art will also create a new theme exhibition "Night Dimension: Night of Adventure".

On the other hand, we will continue to launch a new batch of featured theme activities to continuously stimulate the vitality of online and offline consumption.

In 2023, "Shanghai Global New Product Launch Season" will hold the Global New Product Launch Season and Fashion Customization Week, and a three-day fashion event will be held in Changning Shangshengxin Institute from June 2 nd to 4 th. In late June, we will hold the global new product launch season, Shanghai Tide Life Festival, combine the trend platform, build a trend voice position, and hold a trend carnival and other activities. Hold the Shanghai Consumer Market Innovation Conference. Release the list of popular first stores and creative launching activities of international and local brands in the "Shanghai Global New Product Launch Season" in 2023, and the "Shanghai International Consumer Center City Construction Consumer Market Innovation Case" in 2022, and launch the project of financial innovation to help build an international consumer center city.

Hold the Shanghai Manufacturing Fair. The event will release the first show of AI smart new products, launch the "D2W Design Shanghai Airlines Plan" and log in to London to promote the "Made in Shanghai" fashion products to the sea. Hold the 2023 Shanghai Import Shopping Festival and the Cultural Colorful Month Series of National Commodities. Launched 27 special activities with the theme of imported goods and cultural customs from more than 20 countries. The 4th Shanghai Snack Festival was held, and four thematic activities were launched, namely, special snack tasting, wine tasting, Shanghai gift exhibition and high-quality goods exhibition.

A number of special activities will be carried out in each district. For example, Pudong New Area has built a time-limited pedestrian street on Fucheng Road around the "night economy" and promoted a number of key night activities. Jing ‘an District will create "Jing ‘an Terrace Season" for Sino-French exchange activities and related activities of international film festivals. Xuhui District launched the activity of "Strolling Hengfu and Swing YEAH Road Together". Putuo District will build a waterfront nightlife experience zone in Changshouwan area, Tianan Thousand Trees, Chuangxiang Tower and other "waterfront nightlife good places" in Shanghai. Songjiang District focuses on "Sijing Night Market" and Happy Valley to launch a number of new scenes of night consumption. Fengxian District will build a night economic demonstration zone of Mermaid Leisure Street. Chongming District held the 2023 Rural Nightlife Festival.

　　On the second day of the opening of the 32nd Tokyo International Film Festival, the "China-Japan Film Cooperation and Exchange Beijing Roundtable" sponsored by Beijing Film Bureau and Beijing International Film Festival Organizing Committee was held in Tokyo. Responsible persons of the Japanese Culture Department, the Asian and Oceania Bureau of the Ministry of Foreign Affairs, and the Embassy of China in Japan, the directors represented Shunji Iwai and Chen Sicheng, and about 50 people from more than 20 important film companies in Beijing and Tokyo attended the meeting. This round table is the first time that domestic film management departments have held a large-scale official exchange and dialogue during the Tokyo International Film Festival, which will have a positive impact on promoting substantive cooperation between China and Japan.

　　Zhao Weidong, executive deputy director of the Propaganda Department of Beijing Municipal Committee, said in his welcome speech that the trip brought together outstanding talent representatives, production team representatives and outstanding works from Beijing film industry to Tokyo, hoping to learn from Tokyo International Film Festival, and at the same time, further deepen mutual understanding and exchanges between the film circles of China and China and Beijing and Tokyo with the help of the film festival platform, fully display the achievements of Japanese film development, and better promote in-depth exchanges and cooperation between filmmakers of the two countries in the future.

　　China director Chen Sicheng and Japanese director Shunji Iwai made speeches as representatives of the filmmakers of the two countries respectively. Director Chen Sicheng said, "The current Sino-Japanese relations should be the best period in history. Promoting the construction of Sino-Japanese relations that meet the requirements of the new era has become an important consensus between the two countries. China and Japan have made more new breakthroughs in cultural exchanges, which is also a common opportunity for Chinese and Japanese filmmakers."

　　"Tang Detective 3" was recently released in Tokyo.

　　The fourth film shot by IMAX camera in the world.

　　Chen Sicheng also shared the filming experience of Detective Chinatown 3 on the spot. "With the joint cooperation of Chinese and Japanese filmmakers, many difficulties have been overcome. The shooting locations of Shibuya, Shinjuku and Akihabara will be presented one by one in the movie. " It is worth mentioning that the whole film Detective Chinatown 3 was shot with ALEXA IMAX camera. This is also the fourth film in the world to use this technology in the whole process after the Avengers 3 pioneered in 2018.

　　It is reported that IMAX camera is one of the cameras with the highest resolution and dynamic range in the world. It has amazing ability to capture light and color and is regarded as the "gold standard" of movies. At the same time, the works shot by IMAX camera will be presented on IMAX screen in Quan Huafu, which will provide 26% more video content for fans and bring a broader vision. However, because IMAX cameras have certain requirements on the production volume and technical operation of the film, it is rare to use IMAX to shoot the whole film in the world. Detective Chinatown 3’s new attempt in technology will definitely bring more shocking and immersive visual effects to the audience.

　　Welcome Japanese filmmakers to shoot in China.

　　The core theme of Tang Detective 3 is "anti-war"

　　Chen Sicheng said at the scene that the first film he directed was Love Story in Beijing, and the fourth film was Detective Chinatown 3, which was filmed in Tokyo, which was very predestined. He also hopes that more Japanese colleagues can come to Beijing, a very rich and inclusive city, to shoot their works and promote cultural exchanges between China and Japan.

　　In addition, Chen Sicheng also admitted that the core theme of the film Detective Chinatown 3 is "anti-war". "This is a movie that I hope everyone can hug each other and resolve misunderstandings, and it is also right for ‘ Community of Shared Future for Mankind ’ Film expression. I also hope that Chinese and Japanese artists can work together to exert their influence and let all mankind hug each other tightly. "

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

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Every year around International Women’s Day, "independent women" is a hot topic.

In the concept of "independent women", economic independence is often mentioned, while spiritual independence is easily ignored.In fact, in the eyes of psychologists, a woman’s real independence begins with spiritual independence.

External economic independence, internal spiritual independence, fullness and abundance, this is a heroic journey of female independence.

For a long time, generations of women have been pursuing independence.

All women face an important issue: what does independence mean? What is the standard of independence?

Independence must include the economic dimension, but also the independence and freedom of the spiritual dimension. We can witness such independent female spokespersons in various fields such as politics, business and culture.

In 1928, the British woman writer Woolf put forward: "If a woman wants to write a novel, she must have money and a room of her own."

However, due to the limitations of the times, society and culture,Many women’s independence in economic and spiritual dimensions is unbalanced. Like two runways, one is 100 meters long and the other is 50 meters long.

The road of spiritual independence, which is half short, is not easy to walk. It requires women to bravely walk out of the family of origin behind them, psychologically separate from their parents, truly become their own individualization, and move towards an open and creative world.

According to psychologists, a woman’s real independence begins with spiritual independence, not economic independence. The cornerstone of spiritual independence is laid in the early life.

"An independent woman, first of all, is a woman with subjectivity. She knows her truth as a woman and has been exploring and advancing." Psychoanalyst Lin Cuiping’s portrait of independent women is:Dare to love and hate, dare to say and do, dare to be responsible, dare to say yes and no, dare to be willful, dare to be overbearing, dare to be "bad" and dare to be "shameless".Of course, both "bad" and "shameless" here need to be explained: "bad" means that you can break through the shackles of "how should you" that bind your vitality and do something out of the box; "Shameless" means to make your thin face thicker, and to think that what you think and do is so destructive that others can’t stand it and make the world worse. In fact, women can be brave, do what they want and live the life they want.

"If a woman longs for independence, she needs to establish a real ideal. That is, what kind of woman I want to be, what is the significance of my existence in the world, and there must be such an ideal level of pursuit. " Wang Ran, a psychoanalyst, believes that it is this ideal that is far away and can be worked hard for, which leads a woman to embark on her own road of independence, and undertakes the responsibility of choice, possible setbacks and even risks for this ideal.

Zhen Hongli, a female sexual health clinic expert and doctor of medical psychology at Beijing Wuzhou Women’s Hospital, said: "I very much agree that women’s independence is first and foremost spiritual independence." When she was a girl, she established the direction of studying sexology, and gradually became clear about her ideal of seeking "sexual happiness" for depressed China people. "This ideal has not changed." Zhen Hongli insisted on making podcasts, recording AIDS prevention videos for college students, and telling the sensitive organs of the human body from her mouth was as generous and calm as saying eyes and nose, which made many listeners no longer ashamed of their love and desire.

Another important characteristic of spiritual independence is independent thinking and independent thinking."It takes a lot of courage to stand up and face your enemies, but it takes more courage to stand up and face your friends." J.K. Rowling, a female writer who has created a magnificent magical world, has recently been involved in a huge cyber storm because she opposes transgender people who have not had sex surgery to enter the women’s toilet; Even while celebrating the 20th anniversary of Harry Potter, she was expelled from the wizarding world, and several leading actors broke with her. But she still firmly made her voice: I can’t agree to admit transgender people so easily, and we should protect women’s basic personal rights from possible infringement. Dong Rufeng, a psychological counselor, said: "A woman with subjectivity will think independently, have her own opinions, and make a brave voice for the truth and value she believes;" Even in the face of strong social pressure and threats from others, I will not give up the courage to express my voice. "

Zou Qin, a psychoanalyst, believes that it is the only way for a woman to become an independent person to cross Oedipus complex, that is, whether we have separated from our own family of origin and completed the separation and individualization.

"In the family, a woman has to go through such a psychological process: the first person she loves is her mother. When she was two or three years old, she turned from her mother’s arms to her father. Finally, she gave up her desire and fantasy for her father and returned to her mother to identify with her and develop her own femininity." Zou Qin said that in this process, the mother needs to be in office, and the parenting before the girl is two or three years old is enough before she can turn to her father; Moreover, the girl’s turning to her father also needs her father to be in office and functional. "The road for women from girls to women is longer than that for boys. According to western scholars, when a boy was about 3 years old, he entered the Oedipus period and was castrated, so the Oedipus complex ended and he became a man. But it will take many years for a girl to go this way, and she may not be able to pass until she is 9 to 10 years old.If there is a father or mother who is not in power, many girls will get stuck here, separation and individualization will not be completed, and she will not be able to become an independent woman. "

Zou Qin said that this is also the reason why many women encounter difficulties in the workplace, interpersonal relationships or intimate relationships. Further analysis, tracing back to the source, will find that she is in the position of being "captured" by her mother or father and enjoying her, she must exist as the object of her mother, or she is in a position of competing with her mother, or her father did not give her a gentle and firm rejection and affectionate feelings without temptation, which all caused the pain that the girl and her parents could not be separated. Women may grow up to their thirties and forties, and their minds are like a little girl. In all kinds of relationships, they are looking for their mothers’ arms and their fathers’ eyes. In all kinds of people and situations, psychological dramas of projection and recognition are constantly staged, but they cannot break through.

So, what exactly is an independent woman? Zou Qin believes that after a girl passes Oedipus, she not only recognizes her mother’s femininity, but also internalizes her father’s strength, so she can leave her parents and go her own way. She can not only create vivid life experiences, but also go to another man to love and be loved.

For many women, the road of women’s independence is likely to be long; If the integration with parents is too deep, even reaching the level of "seizing the house" in The Untamed, long-term psychoanalysis may be needed to complete the separation and individualization in a safe and functional relationship. Bruni, the famous French model and the wife of former President Sarkozy, once admitted in an interview that she had done psychoanalysis for eight years. Lin Xiaoping said that in fact, today, having your own psychoanalyst is a new ICON for women’s independence.

Here, the most important thing is to realize that our excessive integration with our parents may make us stay in the little girl’s mind after adulthood; It’s time to embark on an independent journey of powerful women.

A woman who has not completed the separation and individualization from her parents is likely to encounter difficulties in all aspects of her life after she becomes an adult.

In the workplace, she may have high achievements, but she can’t enjoy them; Because she didn’t harvest these achievements for herself, she wanted to sacrifice them to her parents.

In intimate relationships, the difficulties she encountered are even more prominent. She may be in the position of an abused victim or a garbage object, unable to have self-worth, truly get happiness, and unable to leave those bad relationships; Or, she longs for intimacy, but she can’t enter intimacy, and she can’t trust herself to deserve it.

In real life, regardless of age, there are still many women who dream of princesses, and they fall into the Chinese and foreign sweet pet dramas of "overbearing presidents fall in love with me". They fantasize about a man who is like a father, a brother, a lover and a warrior. He overcomes thousands of difficulties and rides a white horse to meet himself in a super run, and he loves himself unconditionally and comprehensively like a mother. He is also very rich, all kinds of ups and downs are blocked, and he can even block a knife and even sacrifice his life for himself at a critical moment. "This is an idealized dream." Lin Cuiping said, "The overbearing president is also an idealized man who can’t exist. He is an ideal father and an ideal mother in one. This is a dream of a little girl who is eager to integrate with her parents."

Some women have passively become accessories of a man, or even become "disappearing women", and have to bear unequal relationships and even endure the humiliation of men’s constant infidelity. In the film and television drama, in the divorce announced by celebrities and officials, such a relationship model is not uncommon around us. Psychoanalyst Wang Ran thinks: "We (women) have actually been shaped as the objects of men’s desires. This position is very uncomfortable. In fact, a man will not always be attracted by a woman who has no subjectivity and is only an object, but he will be attracted by a woman who has subjectivity and works hard, or other women with different styles; At this time, a good wife and mother and a woman as an accessory will find that they have lost a lot. In fact, we are both objects and subjects, and we are both subjects and objects with men, so that there can be a truly equal discourse exchange. "

How does a truly independent woman love? Zou Qin said: "I think of Shu Ting’s famous poem" To the Oak Tree ",which describes’ I must be a kapok near you/stand with you as the image of a tree, cling to the ground/leaves, touch in the clouds …’ It gives a vivid and accurate image of an independent woman’s intimate relationship.When women are really independent in spirit, they will be brave and devoted to love, and they will be loved happily and happily, constantly creating more possibilities in intimate relationships; She is not afraid to rely on, but will defend her own boundaries and respect others’ boundaries.Zou Qin believes that the marriage between diving star Guo Jingjing and Huo Qigang is a very good example. As a tree, she stands side by side with another tree.

Weibo | @ Guo Jingjing

Lin Cuiping:

"Let’s try to answer an important question: Who am I?"

Lin Cuiping, a psychoanalyst, is planning a salon where everyone who comes to the salon can talk about "who am I" as the main body. She said that this question is a compulsory question for every woman’s spiritual independence.

"Just as I asked my father to give me a place, my father just said that I am his daughter and will be a man’s wife and the mother of the child in the future. I asked my mother, who am I? She will only tell me that I am the sun of our family, and my mission is to be a big lady, but that is my mother’s lost female symbol, not me. Since my father died at the age of 29, I have embarked on my own road of female independence, from China to tavistock, England, and then to Paris, France, looking for my own answer.

"I think, we will exist in our own way, not determined by the words and rhetoric of others, not defined by comparison next to people who are used as reference, we are customized; We should speak in various ways and answer: as a subject of life, who am I, what is my desire, and what I think is meaningful in my life.

"Many women are afraid that starting independence will make them lose the symbolic value of women. That’s not true. Women’s independence and gender symbols can coexist. So, don’t be afraid. Saying goodbye to the old identity will bring us anxiety, fear and panic, but once we open the road to independence, we will gain joy and freedom to embrace the new identity. Not only will you not lose your female symbol, on the contrary, you will have more-Leopard can be used to describe the new life that this independent new identity brings to women: it is safe, sexy, aggressive and impulsive, but also fashionable, attractive, loving and loved, trusting and creative, and at the same time free and lively. "

The road to women’s independence is diverse and rich, and every woman can choose the path that suits her personality. The following are three paths that psychologists believe that most women can experience in their own lives-

1. Be brave to talk about a great love;Many women have this experience: a love, a marriage, regardless of its outcome, is often an important gift to awaken their lives. Partnership is one of the most intimate relationships in the world. A devoted relationship and the people we love can often play the role of therapists. In love, we don’t meet a person by accident; In the great love legend, there is a love navigation map that has long been engraved in the heart.When we recognize and deeply connect with another life, love and be loved, the experience we once had from our caregivers in the early life is likely to be activated and healed.

Of course, we are also likely to fall into a pattern of compulsive repetition in one relationship after another, and may continue to enter the same kind of weak, rescued or abused partnership; But it also reminds us that there are potholes that need to be repaired somewhere.

2. Find your own language by writing:In today’s self-media era, writing has become a creative activity that every woman who has received language education can participate in. Through writing, countless women become editors, journalists, photographers and editors-in-chief of their own life experiences.

"Writing is also a very important way for women’s spiritual independence." Lin Cuiping believes that just as the unconscious is formed like language, writing externalizes a woman’s inner world through language, in the form of poems, comments, reports or first-person monologues. Writing is like a river, and language moves forward in a mighty and endless stream. Observing today’s female writing, the styles are very diverse. Many women write about their family, growth history, father and mother, their own choices, dreams and even fantasies. Through such writing, in these writing and speech, women’s subject and body are present, and their emotions and existence are present.

"These betting women’s life experiences are the wealth of every woman." Lin Cuiping said, more importantly,Female writing helps women find their own language and presents the subjectivity of "who am I" to the whole world.

3. Invest in and create a life:Every woman is a creator. "Creating changes human beings, living creatively makes us mature and confident, and opens up new life possibilities." Lin Cuiping said.

It can be a runaway trip without asking the destination, going through a traffic tunnel like sea, land and air, and putting yourself in another unexpected time and place; This will make a life subject clearly experience his own independent existence, and it is also an introspective dialogue with himself and nature.

It can be touching clay with hands, planting flowers and plants, rotating a door, and painting a landscape … and then, it will grow into a rich and brand-new experience. Dedicated and creative life can happen every day and night, in cities and villages, theaters and vegetable markets …

You can also create a large or small company, or design architecture, home, clothing or web pages, or dress up every imaginary image on a simple face, just like giving birth to a child.

It can be dancing. Nietzsche said: "Every day that never dances is a disappointment to life." Our body is a treasure, with beautiful voice, inner scenery and rich melody. Listening to ourselves in our body will make every woman realize.

At the same time, create beauty and charm. "Beauty is what everyone pursues. Beautiful clothes and beautiful things, why should we refuse?The first canvas for a woman to create beauty is her own body; Every woman’s dress actually embodies her own beautiful spiritual structure. Our clothes are an extension of her own spirit, and of course, our faces and makeup."Wang Ran said," in the process of making ourselves shine, don’t immerse yourself in the eyes of others and don’t be domesticated by such eyes; We should open the dimension of beauty, and freely transform among the diversified and beautiful styles, such as luxury beauty, simple beauty, sexy beauty, natural beauty and design beauty.

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The original text was published in the March issue of Bazaar.

Editor: Li Jin

Interview and writing: Yu Ling (national second-level psychological counselor)

Typesetting: Yuer, miffy

Psychologist support/psychoanalyst, counselor:

Lin Cuiping, Zou Qin, Wang Ran, Dong Rufeng

Toutu Photography/Hu Wenbo @KStudio

Editor, Image/Yu Kun K’

Makeup/Lugen Lucas

Hairstyle /TK WANG

Model/Ruiqi Jiang @ Longteng Elite

Fashion coordinator/steamed stuffed bun

Fashion Assistant /TanyaYu, Adan

After the Spring Festival, I have almost visited all the car companies in China. The collective feedback from everyone is that the car industry has never been so involved.

Let me say something first:

I don’t need to say that the price of old cars is reduced. Now it’s blood shed. Tesla that is nothing, 7-prefix sylphy, 9-prefix mixing, Wuhan subsidizing 9w, and so on.

Don’t ask car companies if they have any profits. What we only care about now is how much cash reserves can withstand the price reduction and how much sales can be stimulated after the price reduction?

2. Adjust the rhythm of new cars, especially trams. Tesla’s price reduction has caused many tram brands to fall into meditation. Originally, they thought that stacking materials could solve the problem of differential competition. In the face of similar prices, the balance of brands and configurations once again tilted towards Tesla. Tesla’s Model 3/Model Y has now become a variable coordinate-you don’t know when it will change.

3. In fact, the automobile industry in China has become a cost dispute. I always think that Tesla is not the only solution for electric vehicles, and the extended range cost is more than 10,000 yuan. The solution that can replace the 30-40 degree battery is a unique opportunity for China’s manufacturing industry. After the extended range tram entered the 15w range, I admitted that I still took the clothes.

When have you ever seen a whole market collapse, even high-end cars can’t move? When have you ever seen a market that is crazy about brands and MSRP? You have met all of them this year. Remember I said that the crisis is not 2021 or 2022. Don’t talk about hope divorced from reality, and don’t sing praises regardless of the data, because 2023 is the really critical autumn.

So, what is the underlying logic behind this? Is to survive.

This is exactly the same as the real estate industry a few years ago. It is hard to imagine what will happen to our economic life if the real estate, finance and export troika decline and the automobile industry declines.

My back is cold.

Why did everyone suddenly encounter a crisis of survival? It may not be appropriate to talk too much. Let me briefly express my thoughts:

1. The car produced last year is sealed and cannot be sold;

2. The common people don’t feel ashamed when they say they are poor, and the local government doesn’t hide when they say they are poor;

3. At the end of the year, in order to complete a certain task, some car companies will be rushed and pressed, and dealers can’t stand it. If they don’t cut prices, they will be crazy;

4. The boundaries of enterprises.

Predict this year’s situation is like this:

1. When the turning point of luxury brands comes, people who can afford luxury brands will continue to exist a few years ago, but luxury brands are slowly beginning to find it difficult to provide enough product charm. Technology equality means that both big bosses and interns use iPhone14, and their experiences will not be much different. It is likely that the new smart tram will meet the demand of BBA: of course, the Range Rover G is an exception, but the big G has also gone down, and I am one of the wrongdoers.

2. New energy may not be a triumphant upward song, but it is also inevitable that it will be reorganized after several years of fire. Without Tesla’s price reduction, this year’s reorganization will be more moderate.

The pattern of "three for the big" may change. It is unknown whether Tucki can hold on to it. Xiaomi is a little late, but there must be a seat for him in this position. And whether retail Nezha can do a good job in sales and financial data is a change in the tram pattern.

3. Don’t forget the Liuzhou model. Chasing high is a collective problem in China’s automobile industry. Even if it is done so well today, some people walk and forget the market. If the high-end has a sense of security, Toyota has died 800 times.

Wuling doesn’t play 800V silicon carbide, and can’t afford 400V IGBT. 100V mosfit is enough, and it’s ok if it’s not car-regulated. You can also play with a cruising range of 200km. These actions are based on the travel scene, thinking that the origin is right, and path dependence does not exist. I think there will be a bigger breakthrough in industrial scale.

By the way, the BYD model, don’t put too much pressure on BYD. No one will admit the sentence of annual sales of 4 million, but it will be better for BYD to make some smooth adjustments, otherwise who will eat such a large increase? On second thought, I’m extremely afraid that a private enterprise will eat several at a time after eating the share of state-owned enterprises. Do you think this matter should be worth pondering?

4. The joint venture is finished, and the daily output has dropped to 70,000. The other day, I heard that LaVida won the Geely Emgrand at the price of a bicycle with the prefix "5". It’s finished … Honda’s share has dropped by 30%. It is the iron law of the automobile industry that it is worse than Japan for many years. Every time it goes down, Toyota Honda has maintained a reasonable growth, and the Normandy defense has actually broken this year …

5. Don’t be too happy to be independent. Although every household has a growth rate of 20-30%, it is estimated that the competition pattern in the next five years will be to grab the top three. For the top three, several independent brands will be extremely fierce this year. Therefore, the other day, I saw an industry call for China brands to work together, which was just like a joke.

This year, the competition of independent brands is that the bayonet sees the red eye, and those who really kill the red eye will not take into account the "friendship between the rivers and lakes". Therefore, the association wanted to do a "happy reunion" the day before, and the lawyers met with each other the day after.

This is good. I like this real competition. This is the normal state. Now, at this juncture, I still pretend to sit down and talk about wine and wine. This has to be burned to 45℃ before it can be done.

I want to say a few more words about the competition of independent brands: this is a copy of it more than ten years ago. If you win the market, you can survive. Brands and profits are not important. I said, "Market share is the brand, and price is the height". If you win the share, it’s no problem to play high-end. Don’t always look at the automobile industry. Isn’t that how the Internet works?

The point of view written to the insiders is: sharpen your thinking, don’t grasp so much, it may be more appropriate to listen to others less, and only do what we can get quick results.

The advice to fans is: buy when you should. In the past, when I was filming a test drive, you always said that some cars were not worth it, but this year, the price dropped like this, and I felt my conscience and said that even these cars became fragrant.

Overcome the difficulties and buy a car to serve the country, hahahaha.