Lukang Culture (601599): Provide A Balance For The Holding Sun Company.

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important content hints

1. The name of the guarantor: Huoerguosi sunflower film culture Co., Ltd.

2, the guarantee amount: Jiangsu Lukang culture Limited by Share Ltd (referred to as "company") for Huoerguosi sunflower film culture Co., Ltd. (referred to as "sunflower film") sold to Wuhu Changde Investment Fund (limited partnership) accounts receivable creditor's account accounts receivable accumulated less than 39 million 200 thousand yuan, part of the provision of balance.

3, is there any counter guarantee for this guarantee? Yes, the Xinyu superior good luck Water Management Company Limited agrees to provide a corresponding proportion (4%) of the counter guarantee for this balance.

4. The total number of overdue external guarantees: no

I. summary of guarantee matters

(1) the company's sunflower sunflower film and Wuhu Changde Investment Fund (limited partnership) signed the "debt pfer agreement" and pferred it to Wuhu Changde Investment Fund (limited partnership) because of its broadcasting rights to Beijing TV station selling TV drama "good life" to Wuhu Changde Investment Fund (limited partnership). The company provided a balance for the total amount of the account receivable less than 39 million 200 thousand yuan.

In January 21, 2019, the company signed a "balance of difference agreement" with Wuhu Changde Investment Fund (limited partnership).

On the same day, the company signed the "compensation agreement" with Xinyu Shang Shan Shui Shui Asset Management Co., Ltd. (referred to as "Xinyu Shang Shan Shui"), and Xinyu superior good water agreed to provide a corresponding proportion (4%) of the counter guarantee for this balance supplement issue.

(two) consideration by the board of directors

In January 21, 2019, at the seventeenth meeting of the Fourth Board of directors, the company passed the "motion on the provision of differential compensation for Sun company Huoerguosi sunflower Film & Culture Co., Ltd.".

The voting result was: 9 votes, 0 abstentions and 0 votes against it.

The independent director of the company issued an independent opinion on this guarantee.

Due to the assets and liabilities ratio of sunflower film exceeds 70%, the above matters need to be submitted to the shareholders' meeting for approval.

Shareholders Qian Wenlong, Miao Jin Yi, Wu Yi and Chen Hanhai agreed to vote in favor of the shareholders' meeting.

Two, the basic situation of the guarantor

Company name: Huoerguosi sunflower video culture Co., Ltd.

Legal representative: Wu Yi

Registered address: No. 8-11-102, 8 floor, business building, west of Beijing Road, Huoerguosi, Yili, south of Zhuhai Road, Xinjiang.

Registered capital: 5 million yuan

Business scope: Radio and television program production, operation and distribution; production, reproduction, distribution; topics, columns, variety, animation, network drama, film and television, advertising, outdoor advertising; film, television, network drama products publicity and planning services; film and television culture and information consulting, services, agents, publishing; photography and photography services; artists brokers, screenplays and related resources development, development, exchange and pfer services; film and television clothing, props and equipment leasing (approved by law projects, approved by the relevant departments can be carried out business activities).

Relations with the company: sunflower film and Television Holdings Limited, the company indirectly holds 96% of its shares.

Xinyu Shang Shan Shui Shui Asset Management Co., Ltd. indirectly owns 4% of sunflower film and television.

As of December 31, 2017, sunflower's total assets amounted to 875 million 959 thousand and 500 yuan, with a total liabilities of 727 million 247 thousand and 900 yuan and an asset liability ratio of 83.02%.

Its operating income in 2017 was 486 million 302 thousand and 900 yuan, the total profit was 126 million 474 thousand and 200 yuan, and the net profit was 134 million 48 thousand and 100 yuan.

As of September 30, 2018, sunflower's total assets amounted to 829 million 645 thousand yuan, with a total liabilities of 644 million 897 thousand and 700 yuan and an asset liability ratio of 77.73%.

In 2018, 1-9 yuan was operating at 111 million 713 thousand and 500 yuan, with a total profit of 36 million 35 thousand and 800 yuan and a net profit of 36 million 35 thousand and 800 yuan.

(the aforementioned financial data are not audited)

Three. The main contents of the difference.

1, sunflower video and Wuhu Changde Investment Fund (limited partnership) signed the "creditor's rights pfer agreement", which was pferred to Wuhu Changde Investment Fund (limited partnership) because of its right to broadcast the TV drama "beautiful life" broadcast to Beijing TV station to Wuhu Changde Investment Fund (limited partnership). The company provided the difference to the total amount of the account receivable in the period of the expiration of the entrusted period (the longest term is not more than one year) or the less than 39 million 200 thousand yuan at the end of the Beijing TV station.

2, when the amount of money collected from the collection is up to or more than 39 million 200 thousand yuan, more than part of it is enjoyed by sunflower film and television.

3, Xinyu Shang Shan Shui Shui Asset Management Co., Ltd. agreed to provide a corresponding proportion (4%) of the counter guarantee for this balance.

Four, board of directors and independent directors' opinions

Board of directors's opinion: This is the difference of compensation for sun holding company, which can effectively improve the efficiency of capital turnover. Sunflower's important decisions and daily operations are under the absolute control of the company, which can foresee and effectively prevent major risks ahead of schedule.

Will not affect the company's ability to continue operation, will not damage the interests of the company and shareholders.

He agreed to submit the matter to the shareholders' meeting for consideration.

Independent directors' opinions: This is the difference between the company and the sun company. It will not affect the company's ability to continue operation, and will not damage the interests of the company and shareholders.

The procedure for deliberation and voting of the board of directors of the company is in conformity with the provisions of the company law and other laws, regulations and normative documents and the articles of association.

He agreed to submit the matter to the shareholders' meeting for consideration.

Five. Accumulative guarantee and quantity of overdue guarantee.

As of December 31, 2018, the external guarantee balance of the company was 753 million 502 thousand and 100 yuan, accounting for 29.16% of the latest audited net assets of the company, and there was no overdue guarantee.

In addition to providing guarantee for the company's controlling subsidiaries and wholly owned subsidiaries, there are no other external guarantees.

Notice hereby.

Jiangsu Lukang culture Limited by Share Ltd

Board of directors

January 22, 2019