H&R(SZ:000892) Zheng Quan Zhi Xing·2025-05-21 13:58Core Viewpoint - The company has approved a performance compensation plan due to the failure of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. to meet performance commitments from 2016 to 2018, necessitating compensation from the responsible parties [1][10]. Summary by Sections 1. Overview of Equity Acquisition - The company completed a significant asset restructuring in 2016 by acquiring 100% of Huanrui Film through a non-public issuance of 391,644,880 shares [1]. 2. Performance Commitment Completion and Asset Impairment Testing - The auditing firm Tianjian issued unqualified audit reports for 2016 and 2017, but a qualified report for 2018, indicating uncertainty regarding the completion of performance commitments due to issues with accounts receivable from the drama "Tianxia Chang'an" [2][3]. 3. Performance Compensation Plan - The total number of shares to be compensated is calculated at 11,556.62 million shares, with a compensation amount of 88,523.71 million yuan, which exceeds the impairment amount of 59,710 million yuan, meaning no asset impairment compensation is required from the original shareholders [7][8][10]. 4. Related Matters and Monitoring Committee Opinion - The monitoring committee has approved the performance compensation plan, confirming that it complies with the agreements and does not harm the interests of the company or its shareholders [9][10]. 5. Independent Financial Advisor's Review - The independent financial advisor confirmed that the original shareholders of Huanrui Film should compensate for the unmet performance commitments, with the compensation amount exceeding the impairment amount [10]. 6. Legal Opinions - The legal opinion states that the compensation methods and quantities comply with legal regulations and contractual agreements, pending approval from the shareholders' meeting [10]. 7. Apology Statement - The company expresses regret for the unmet performance commitments from 2016 to 2018 and commits to enhancing oversight of Huanrui Film to improve operational performance [10].