Independent Directors' Independent Opinion on the Matters Reviewed at the Ninth Meeting of the Seventh Board of Directors of Changcheng Film and Television Co., Ltd.
According to the relevant regulations including the "Guiding Opinions on Establishing an Independent Director System in Listed Companies," "Corporate Governance Standards for Listed Companies," and "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange," as independent directors of Changcheng Film and Television Co., Ltd. (hereinafter referred to as "the Company"), we hereby express our independent opinion on the Company's 2020 annual report and related matters from the Ninth Meeting of the Seventh Board of Directors as follows:
1. Special Explanation and Independent Opinion on Related Party Fund Occupation and External Guarantees
In accordance with the China Securities Regulatory Commission's "Notice on Regulating the Fund Transactions Between Listed Companies and Related Parties and Certain Issues Regarding External Guarantees" (Zheng Jian Fa [2003] No. 56), "Notice on Regulating External Guarantee Behavior of Listed Companies" (Zheng Jian Fa [2005] No. 120), and other relevant regulations, as independent directors, we have conducted an investigation into the occupation of Company funds by major shareholders and other related parties, as well as the external guarantees during the 2020 fiscal year, and we express our independent opinion as follows:
- During the reporting period, there were no instances of non-operational occupation of Company funds by major shareholders or other related parties, nor were there any instances of non-operational occupation from previous periods continuing into the reporting period.
- During the reporting period, the Company and its consolidated subsidiaries did not incur any new external guarantees. As of the end of the reporting period, the total amount of external guarantees provided by the Company and its consolidated subsidiaries (including guarantees provided by the Company for its consolidated subsidiaries) was 527 million RMB, accounting for 55.12% of the Company's most recent audited net assets as of December 31, 2020, all of which were guarantees provided to wholly-owned subsidiaries. The specific situation is as follows:
| Guarantee Object Name | Guarantee Amount | Disclosure Date | Actual Guarantee Date (Agreement Signing Date) | Actual Guarantee Amount | Guarantee Type | Guarantee Period | Completed | Overdue Situation | Performance Procedure |
|---|---|---|---|---|---|---|---|---|---|
| Dongyang Changcheng Film and Television Media Co., Ltd. | 15,500 | August 19, 2016 | August 18, 2016 | 15,500 | Equity pledge | 5 years | No | Yes | Approved by the Company's Fifth Board of Directors' 22nd Meeting and the Second Extraordinary General Meeting of 2016 |
| Dongyang Changcheng Film and Television Media Co., Ltd. | 20,330 | March 27, 2019 | March 26, 2019 | 20,330 | Joint liability guarantee | 3 years | No | Yes | Approved by the Company's Sixth Board of Directors' 17th Meeting and the First Extraordinary General Meeting of 2019 |
| Zibo Xinqi Changcheng Film and Television City Co., Ltd. | 3,900 | September 8, 2019 | September 7, 2019 | 3,900 | Joint liability guarantee | 2 years | No | Yes | Approved by the Company's Sixth Board of Directors' 25th Meeting and the Third Extraordinary General Meeting of 2019 |
| Dongyang Changcheng Film and Television Media Co., Ltd. | 13,000 | October 19, 2019 | October 18, 2019 | 13,000 | Joint liability guarantee | 1 year | No | Yes | Approved by the Company's Sixth Board of Directors' 27th Meeting and the Ninth Extraordinary General Meeting of 2019 |
| Total | 52,730 | — | — | 52,730 | — | — | — | — | — |