北京市环球律师事务所 关于中国电影产业集团股份有限公司 2025 年第一次临时股东会 之 法律意见书 北京市环球律师事务所 关于中国电影产业集团股份有限公司 2025 年第一次临时股东会 之 法律意见书 GLO2025BJ（法）字第 09165 号 致：中国电影产业集团股份有限公司 北京市环球律师事务所（以下简称"本所"）为在北京市司法局注册设立并依法 执业的律师事务所。 本所接受中国电影产业集团股份有限公司（以下简称"公司"）的委托，指派本 所律师出席公司于 2025 年 10 月 10 日上午 10:00 在公司会议室召开的 2025 年第一次临 时股东会（以下简称"本次股东会"）现场会议，并依据《中华人民共和国公司法》 （以下简称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东会规 则》"）《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 （以下简称 "《规范运作指引》"）等法律、行政法规、部门规章、规范性文件和《中国电影产 业集团股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次股东会的 召集和召开程序、出席会议人员资格和召集人资格、会议表决程序和表决结果等事宜 出具本 ...

证券代码：600977 证券简称：中国电影 公告编号：2025-042 中国电影产业集团股份有限公司 2025年第一次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： (二) 股东会召开的地点：中国电影产业集团股份有限公司会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1.出席会议的股东和代理人人数 | 2,356 | | --- | --- | | 2.出席会议的股东所持有表决权的股份总数（股） | 1,326,019,048 | | 3.出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 71.0240 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况 等。 本次临时股东会以现场投票与网络投票相结合的方式对会议通知中列明的 事项进行了投票表决，表决方式符合《公司法》和《公司章程》的规定。 会议由公司董事长傅若清主持。 (五) 公司董事和董事会秘书的出席情况 本次会议是否有否决议案：无 一、 会议 ...

证券代码：600977 证券简称：中国电影 公告编号：2025-043 中国电影产业集团股份有限公司 第四届董事会第一次会议决议公告 公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 中国电影产业集团股份有限公司（简称"公司"）第四届董事会第一次会议 于 2025 年 10 月 10 日以现场方式召开，会议通知和材料于 2025 年 10 月 10 日 以电子邮件方式发出。会议由过半数董事共同推举董事傅若清主持，应参会董事 10 人，实际参会董事 10 人。本次会议的召集、召开和表决程序符合法律法规、 部门规章、规范性文件和《中国电影产业集团股份有限公司章程》的规定。 二、董事会会议审议情况 (一) 审议通过《选举董事长、副董事长》 详见与本公告同日披露的《中国电影关于董事会完成换届及聘任工作的公告》 （2025-044）。 议案表决结果：10 票同意，0 票反对，0 票弃权 (二) 审议通过《制定<董事会艺术委员会工作细则>》 议案表决结果：10 票同意，0 票反对，0 票弃权 (三) 审议通过《组建董事 ...

Market Overview - The film and theater sector experienced a decline of 1.59% on October 10, with Hengdian Film leading the drop [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Individual Stock Performance - Notable performers included: - Baina Qiancheng (300291) with a closing price of 6.22, up 1.30% on a trading volume of 299,500 shares and a turnover of 186 million yuan [1] - Jinyi Film (002905) closed at 10.11, up 0.70% with a trading volume of 125,900 shares and a turnover of 128 million yuan [1] - Conversely, Hengdian Film (603103) saw a significant drop of 7.26%, closing at 15.32 with a trading volume of 207,500 shares and a turnover of 322 million yuan [2] Capital Flow Analysis - The film and theater sector experienced a net outflow of 508 million yuan from institutional investors, while retail investors saw a net inflow of 456 million yuan [2] - The capital flow for individual stocks showed: - Hengdian Film had a net outflow of 30.17 million yuan from retail investors, despite a net inflow of 12.42 million yuan from institutional investors [3] - Jiecheng Co. (300182) also faced a net outflow of 27.41 million yuan from retail investors, with a net inflow of 11.89 million yuan from institutional investors [3]

Core Viewpoint - The cultural media sector in the A-share market experienced a decline following the National Day and Mid-Autumn Festival holidays, with significant drops in stock prices for several companies involved in this year's National Day film releases [2][6][7]. Group 1: Film Market Performance - The National Day film market in 2025 generated a total box office of 18.35 billion yuan, with an average ticket price of 36.64 yuan, marking the first time in five years that the average price fell below 40 yuan [6][11]. - The box office performance was notably lower than previous years, only surpassing the figures from 2016 and 2022, and significantly down from the peak of 44.7 billion yuan in 2019 [6][9]. - The top three films during the National Day period contributed only 60% of the total box office, the lowest since 2016, with the leading film, "The Volunteer Army: Blood and Peace," earning 4.5 billion yuan [7][8]. Group 2: Audience Trends - There is a noticeable shift in the audience demographic, with over 50% of ticket buyers being aged 35 and above, while the youth demographic (under 18) has dropped to 2.6% [11][12]. - The younger audience is increasingly opting for travel and experiential activities over cinema, with 95% of post-95 tourists accounting for nearly a quarter of the total during the holiday [12][11]. Group 3: Industry Transformation - The film industry is exploring new growth avenues beyond box office revenue, focusing on the integration of film and tourism, which is becoming a new trend [12][16]. - Companies like Light Media are actively developing IP-related businesses, with a reported gross margin of 80.03% in their film and related derivative businesses [17]. - The industry is also seeing a rise in the development of themed products and experiences related to films, as evidenced by the success of derivative products linked to popular IPs [17][18].

Core Insights - The Chinese film industry is transitioning from a single box office economy to a diversified consumption ecosystem, moving towards a full-scenario consumption model [1] Group 1: Industry Trends - The film "Lalang Mountain Little Monster" has launched an XR experience project covering over 60 commercial complexes nationwide, expanding the content expression boundaries of film IP and creating a new business model of "Film + XR" [3] - The chairman of China Film Group, Fu Ruoqing, emphasized that cinemas are not just places to watch movies but also venues for public cultural consumption and activities [5] - The trend of "Film +" indicates vast development potential both upstream and downstream, with outstanding films having significant consumer potential [7] Group 2: Market Dynamics - The film market has been improving this year, leading to increasingly diversified film investments. Major film companies are extending their industrial chains from simple segment stacking to an ecosystem that emphasizes content IP, diversified scenarios, and operational synergy [9] - Capital from various industries such as gaming and technology is entering the film market, resulting in comprehensive innovation in business models. Revenue sources have diversified beyond traditional box office sharing to include streaming rights, overseas distribution rights, merchandise sales, game adaptation rights, and theme park licensing [11] - This diversified revenue structure reduces investment risks in films and enhances investment returns [11]

Market Overview - The stock market opened weakly on October 10, with the ChiNext Index dropping over 1%, the Shanghai Composite Index down 0.50%, and the Shenzhen Component Index down 0.76% [1] - Nearly 4,000 stocks in the Shanghai, Shenzhen, and Beijing markets declined, with significant losses in sectors such as precious metals, semiconductor chips, and non-ferrous metals [1] Company Performance - Guomai Culture (301052) experienced a continuous decline, hitting a 20% limit down, while Wanrun Technology (002654) fell over 9%, and Hengdian Film (603103) dropped over 6% [1] - As of October 9, Guomai Culture's year-to-date increase exceeded 100%, but it faced a significant drop of 20% on the day, closing at 48.96 CNY [3] Film Industry Insights - The animated film "The Stars of the Three Kingdoms" produced by Guomai Culture and other companies was released on October 1, but it only grossed over 75 million CNY, ranking 8th during the National Day holiday, which was below market expectations [4][5] - The National Day box office for 2025 saw a year-on-year decline of 13%, totaling 18.35 billion CNY, with this year's box office down by 2.7 billion CNY compared to previous years [5] Audience Trends - The total number of moviegoers during the National Day holiday was 50.08 million, a decrease of 4% year-on-year, with average attendance per screening down 15% [6] - The share of box office revenue from first-tier cities fell to a historical low of 13.4%, while the share from third and fourth-tier cities increased to nearly 44% [15] Industry Challenges - The film market is facing significant pressure, with major films struggling to break even, as seen with "The Volunteer Army: Blood and Peace," which grossed only 4.88 billion CNY against high production costs [16] - The overall film market saw a 34.73% year-on-year decline in box office revenue in the second quarter, indicating a challenging environment for film companies [16] Future Directions - Industry leaders are exploring new business models, such as integrating gaming IPs into cinema experiences and diversifying content offerings to include theater performances and sports events [23][24] - The film industry is urged to accelerate its transformation to adapt to changing audience preferences and market conditions [26]

Core Viewpoint - The article highlights the significant downturn in the Chinese film market during the recent National Day holiday, with a notable decline in box office revenues and audience attendance, indicating a challenging environment for film companies and a need for industry transformation [5][11][14]. Market Performance - As of October 10, major stock indices showed weakness, with the ChiNext Index down over 1% and nearly 4,000 stocks declining across the Shanghai, Shenzhen, and Beijing markets [1]. - The cultural media index fell over 1%, with several film stocks experiencing significant drops, including Guomai Culture down 20% and Wanrun Technology down 6.8% [1][3]. Box Office Analysis - The film "The Stars of the Three Kingdoms" produced by Guomai Culture and others grossed only 75 million CNY, ranking 8th during the National Day holiday, which was below market expectations [4][5]. - The total box office for the National Day holiday decreased by 13% year-on-year to 1.835 billion CNY, marking one of the lowest performances in recent years [5][11]. - The average ticket price during this holiday dropped to the lowest in five years at 36.6 CNY, yet this did not translate into increased audience numbers [5][14]. Industry Challenges - The film industry is facing significant pressure, with major films like "The Volunteer Army: Blood and Peace" struggling to recoup high production costs, leading to financial losses for production companies [11][12]. - The overall film market saw a 34.73% decline in box office revenue year-on-year in the second quarter, with major holiday periods like Qingming and May Day also experiencing downturns [11][12]. Audience Trends - There is a noticeable decline in viewing enthusiasm in first-tier cities, with their box office share dropping to a historical low of 13.4%, while lower-tier cities are seeing an increase in attendance [10][14]. - The article suggests that consumers are increasingly turning to alternative entertainment options, which is impacting the film industry's investment and project viability [14][15]. Industry Adaptation - Film companies are exploring new business models and partnerships, such as integrating gaming experiences into cinema to attract audiences [15]. - The article emphasizes the need for the film industry to accelerate its transformation and adapt to changing consumer preferences and market conditions [13][15].

Core Insights - The National Film Administration reported a 13% decline in box office revenue for the 2025 National Day holiday period, totaling 1.835 billion yuan, marking the second-lowest performance in five years [1][2] - The overall attendance for this year's holiday period was 50.079 million, down 4% year-on-year, with an average ticket price dropping to a five-year low of 36.6 yuan [2][5] - No films surpassed 500 million yuan in box office revenue during this holiday, a first in five years [3] Box Office Performance - The top five films during the holiday were: "The Volunteer Army: Blood and Peace" (450 million yuan), "731" (345 million yuan), "The Assassination of Novelists 2" (295 million yuan), "Life of the Waves" (219 million yuan), and "Deafening" (175 million yuan) [2] - The domestic film share reached 98.93% during the holiday [2] Market Trends - The film market is experiencing a passive phase due to a lack of blockbuster films [4] - First-tier cities accounted for only 13.4% of box office revenue, a historical low, while third and fourth-tier cities saw an increase to nearly 44% [6][7] - The overall film market faced significant pressure, with major companies like China Film reporting a 19.13% revenue decline to 1.717 billion yuan and a net loss of 110 million yuan [8] Industry Challenges - The second quarter of 2025 saw a 34.73% year-on-year decline in national box office revenue, with significant drops during the Qingming and May Day holidays [9] - Animation films, such as "The First Part of the Stars of the Three Kingdoms," also faced losses, with box office revenue of only 74.71 million yuan [10] - The industry is becoming increasingly cautious with investments, as evidenced by the losses reported by companies like Huanyi Media [12] Alternative Entertainment Growth - Other entertainment sectors are thriving, with domestic travel increasing by 1.23 million people and total spending rising by 108.19 billion yuan during the holiday [14] - The number of performances in third to fifth-tier cities grew by 34.1%, and online viewing times increased by 23%, particularly in anime [14] Industry Adaptation - Major film companies are redefining their strategies, such as Wanda Film collaborating with gaming IPs to create new cinema experiences [16] - The industry is exploring new distribution models and integrating other forms of entertainment into cinemas [17] - Financing for film projects is becoming more challenging, prompting government support for investment [18] Market Transformation - The current situation indicates a pressing need for the film industry to accelerate its transformation [19]

Core Insights - The National Film Administration reported a 13% year-on-year decline in box office revenue for the 2025 National Day holiday period, totaling 1.835 billion yuan, marking the second-lowest performance in five years [1] - The overall contraction in this year's holiday box office is comprehensive, with total audience attendance dropping by 4% to 50.079 million and average attendance per screening decreasing by 15% [1] - Domestic films accounted for 98.93% of the box office during this period, with the top five films grossing below 500 million yuan for the first time in five years [1] Box Office Performance - The box office for the National Day holiday in 2025 was 1.835 billion yuan, down 2.7 billion yuan from the previous year [1] - The top five films were: "The Volunteer Army: Blood and Peace" (450 million yuan), "731" (345 million yuan), "Assassination Novelist 2" (295 million yuan), "Life of the Lost" (219 million yuan), and "Deafening" (175 million yuan) [1] - The average ticket price dropped to a five-year low of 36.6 yuan, but this did not significantly boost attendance [4] Market Trends - The enthusiasm for movie-going in first-tier cities has continued to decline, with their box office share dropping to a historical low of 13.4%, while the share from third and fourth-tier cities has increased to nearly 44% [6] - Major film companies are facing operational pressures, with "The Volunteer Army: Blood and Peace" struggling to recoup its high investment, accumulating only 488 million yuan by October 9 [6] - The overall film market saw a 34.73% year-on-year decline in box office revenue in the second quarter of this year [6] Industry Challenges - The animation film "The First Part of the Stars of the Three Kingdoms," produced by Light Media, grossed only 74.71 million yuan during the holiday, indicating financial strain [7] - The film "Sauce Garden Case" featuring major stars grossed only 375 million yuan, leading to significant losses for its production company, Huanyi Media [8] - Investment in film projects is becoming increasingly cautious, with a noted decrease in the influence of major directors [8] Alternative Entertainment Growth - During the same holiday period, domestic tourism saw 888 million trips, an increase of 123 million from the previous year, with total spending reaching 809 billion yuan [9] - Cultural and entertainment activities in lower-tier cities have seen a 34.1% increase in performance events, while online viewing time has risen by 23%, particularly in animation [9] Industry Adaptation - Major film companies are redefining their strategies, with Wanda Film collaborating with gaming IP to create new cinema experiences, attracting over one million players during the holiday [10] - The film industry is exploring new distribution models and integrating other forms of entertainment into cinemas [10] - Financing for film projects is becoming more challenging, prompting industry leaders to seek support from regulatory bodies [11]