Core 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].

Core Viewpoint - The report provides a verification of the performance commitments of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. for the years 2016-2018, confirming that the management's statements align with accounting standards and regulations [1][5][12]. Group 1: Performance Commitment Overview - Huanrui Century completed the acquisition of Huanrui Film in 2016, issuing 391,644,880 shares to acquire 100% of the company [5][6]. - The original shareholders of Huanrui Film committed to minimum net profits of RMB 222.3 million, RMB 270 million, and RMB 343 million for the years 2016, 2017, and 2018, respectively [6][7]. - If the actual net profits fell short of these commitments, the original shareholders were obligated to compensate according to the profit compensation agreement [7][8]. Group 2: Verification and Audit Findings - Tianjian Accounting Firm provided audit reports for the years 2016-2018, with a standard unqualified opinion for 2016 and 2017, but a qualified opinion for 2018 due to uncertainties regarding accounts receivable related to the drama "Tianxia Chang'an" [11][12]. - The management of Huanrui Century made additional provisions for bad debts amounting to RMB 293.61 million to address the issues raised in the 2018 audit report [15][16]. - Following adjustments, the cumulative actual net profit for the commitment period was RMB 589.31 million, which was 70.49% of the cumulative commitment amount of RMB 836 million [16]. Group 3: Compensation Calculations - Based on the profit compensation agreement, the number of shares to be compensated was calculated as 11,556.62 thousand shares due to the shortfall in net profit [16][18]. - The compensation mechanism included adjustments for any stock splits or capital increases that occurred during the commitment period [8][9].

Core Viewpoint - The independent financial advisor, Chengtong Securities, conducted a verification of the performance commitments made by Huanrui Century United Co., Ltd. regarding the acquisition of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. for the years 2016-2018, revealing that the company failed to meet its profit commitments during this period [1][11]. Basic Situation - Huanrui Century completed the acquisition of 100% equity of Huanrui Film in 2016, with the transaction approved by the China Securities Regulatory Commission [1][2]. - The performance commitments included net profits of at least 241 million RMB, 290 million RMB, and 368 million RMB for the years 2016, 2017, and 2018, respectively [3]. Performance Commitment Situation - The original shareholders of Huanrui Film committed to specific profit levels, with provisions for compensation if these levels were not met [2][3]. - The compensation mechanism involves calculating the number of shares to be compensated based on the shortfall in actual profits compared to the committed profits [3][4]. Performance Completion Situation - The auditing firm Tianjian issued reports for the years 2016-2018, with a qualified opinion for 2018 due to uncertainties regarding accounts receivable from the drama "Tianxia Chang'an" [5][6]. - The company recognized a bad debt provision of 293.61 million RMB to address the issues raised in the audit [6][7]. Compensation Calculation - The total shortfall in performance commitments over the three years amounted to 246.686 million RMB, leading to a required compensation of 11.55662 million shares [10][11]. - The calculated compensation value based on the share price of 7.66 RMB per share exceeds the impairment amount determined for Huanrui Film, resulting in no cash compensation required from the original shareholders [11]. Verification Opinion - Chengtong Securities concluded that Huanrui Film did not fulfill its performance commitments, necessitating compensation as per the agreements [11][12]. - The company is advised to ensure that the performance commitment parties fulfill their obligations in a timely manner to protect the interests of the company and its investors [13].

北京海润天睿律师事务所 关于欢瑞世纪联合股份有限公司 发行股份购买资产暨关联交易 所涉业绩补偿及减值补偿之 法律意见书 致：欢瑞世纪联合股份有限公司 根据欢瑞世纪联合股份有限公司（以下简称"欢瑞世纪"、"公司"）委托，北 京海润天睿律师事务所（以下简称"本所"）指派本所律师就公司 2016 年度发行 股份购买欢瑞世纪（东阳）影视传媒有限公司（原名欢瑞世纪影视传媒股份有限 公司，以下简称"欢瑞影视"）100.00%股权之交易（以下简称"本次交易"）所涉 业绩补偿及减值补偿的有关事宜，出具本法律意见书。 为出具本法律意见书，本所律师根据有关法律、法规、规范性文件的规定和 本所业务规则的要求，本着审慎性及重要性原则对本次交易所涉业绩补偿及减值 补偿相关事宜有关的文件资料和事实进行了核查和验证。 对本法律意见书，本所律师作出如下声明： 供了本所律师认为制作法律意见书所必需的原始书面材料、副本材料和口头证言， 其所提供的文件和材料是真实、准确和完整的，且无隐瞒、虚假和重大遗漏之处。 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券 法》（以下简称"《证券法》"）等国家现行法律、法规、规范性文件和 ...