Dalian Tianshen Entertainment Co., Ltd. Announcement on the provision for credit impairment and asset impairment provision for 2020

Stock code: 002354 Stock abbreviation: *ST Tianyu Number: 2021-015

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.

Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company") in accordance with the "Accounting Standards for Business Enterprises", "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange" and other relevant provisions, in order to more truly and accurately reflect the company's asset status and operating results as of December 31, 2020, the company conducted a comprehensive inventory and impairment test of various assets at the end of 2020, and hereby announces the company's credit impairment provision and asset impairment provision related matters as follows:

First, the provision for credit impairment and asset impairment provision this time

1. The reasons for the provision for credit impairment and the provision for asset impairment

In accordance with the relevant provisions of the Accounting Standards for Business Enterprises and the Company's accounting policies, in order to more accurately reflect the Company's asset status and operating results as of December 31, 2020, the Company conducted a comprehensive inventory and impairment test of various types of assets at the end of 2020, and made corresponding impairment provisions for assets with signs of impairment as of December 31, 2020.

2. The total amount of the credit impairment provision and the asset impairment provision and the reporting period included in the reporting period

After the Company and its subsidiaries conducted a comprehensive inventory and impairment test of assets that may have signs of impairment at the end of 2020, the total amount of credit impairment provisions and asset impairment provisions in 2020 was 2,241,978,900 yuan, which was included in the reporting period for 2020. The specific circumstances of the credit impairment provisions and asset impairment provisions are as follows:

Unit: 10,000 yuan

Note: Other decreases were mainly due to write-offs of accounts receivable and other receivables.

3. The specific circumstances of the credit impairment provision and asset impairment provision

(1) Long-term equity investment, other non-current assets, intangible assets

According to accounting standard for business enterprises No. 8 - Impairment of assets, an enterprise should determine at the balance sheet date whether there are any signs of possible impairment of assets. Where there are signs of impairment of an asset, the recoverable amount shall be estimated.

The company's associates, joint ventures and other shareholding companies are mainly involved in game research and development, operation and distribution, advertising and marketing, film and television and other industries; the company will measure their impairment every year and hire professional appraisal agencies to provide them with appraisal advice. In 2020, the company engaged a professional valuation agency to conduct valuation consultation on the full equity of its shareholders to determine the recoverable amount of the equity investment held by the company. In 2020, the company's associates, joint ventures and other shareholding companies were affected by industry conditions and policies, and some companies showed signs of impairment due to insufficient profitability and sustainable operating capabilities. In accordance with the provisions of Accounting Standard for Business Enterprises No. 8 - Impairment of Assets, the Company sorted out the investments of associates, joint ventures and other participating companies, and combined with the existing information, it took a rigorous approach and derived the recoverable amount of the relevant assets based on the calculation results.

The Company's other non-current assets are partly the game adaptation license fees paid by the Company for obtaining game projects, and the intangible assets are mainly advertising, game software and copyrights. Due to the impact of industry policies and game quality, the profitability of some game projects is insufficient, and there are signs of impairment, so an impairment provision is made for other non-current assets and intangible assets in this part.

As of December 31, 2020, the company's long-term equity investment book balance was 3,501,728,800 yuan, other non-current assets were 126,125,200 yuan, and the carrying balance of intangible assets was 76,780,600 yuan; it was estimated that the recoverable amount of long-term equity investment was 1,519,367,500 yuan, the recoverable amount of other non-current assets was 3,176,000 yuan, and the recoverable amount of intangible assets was 10,209,400 yuan The balance of asset impairment provisions for long-term equity investments in 2020 was RMB1,982,361,300, of which RMB771,927,900 was provided for impairment of long-term equity investments in 2020, and RMB122,949,200 was provided for impairment of other non-current assets in 2020, of which RMB46,111.6 million was made for impairment of other non-current assets in 2020, and RMB66,571,200 for intangible assets. Among them, the provision for impairment of intangible assets in 2020 was 66.5684 million yuan.

(2) Goodwill

As of December 31, 2020, the Company's goodwill book balance was $6,236,836,000, and an impairment provision of $4,372,530,000 had been made in previous years. In accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 8 - Impairment of Assets, the Company shall, at the end of each year, engage a professional valuation institution with securities and futures qualifications to assess the recoverable amount of the relevant asset group of goodwill based on the purpose of the goodwill impairment test, and determine the amount of the accrued impairment provision based on the valuation results. Due to the impact of the epidemic and the industry environment, the performance of some subsidiaries continued to lose money in 2020. In order to accurately measure the amount of impairment of goodwill, in the preparation of the 2020 annual report, the company's management used the work of evaluation experts and considered the impact of factors such as the macro environment, industry environment, actual operating conditions and future business plans of the asset group or asset group combination on the company. It is estimated that in 2020, a provision for the impairment of goodwill is 1,243,809,100 yuan, of which the provision for the impairment of the goodwill of Beijing Fantasy Yueyou Network Technology Co., Ltd. (hereinafter referred to as "Fantasy Yueyou") is 1,075,039,800 yuan.

Fantasy Yueyou is mainly engaged in the overseas distribution and operation of web games, mobile online games and mobile precision advertising services, in June 2016, the company purchased 93.5417% of the equity of Fantasy Yueyou by issuing shares and paying cash, and the acquisition formed a goodwill of 2,927,911,600 yuan. Since 2019, due to the impact of the game life cycle, the flow of old games has shown a continuous decline trend, and the new games that have been pinned on high expectations have performed poorly and the flow has been far lower than expected, resulting in a sharp decline in the company's revenue during the reporting period. With the outbreak of the epidemic in 2020, the business profit of Fantasy Yueyou continued to decline. In 2019 and 2020, we continued to lose money significantly. After analyzing the deterioration of Beijing Fantasy Yueyou Network Technology Co., Ltd.'s ability to continue to operate, the operating efficiency has dropped significantly, and it is difficult to make a reasonable forecast of future earnings, so the professional valuation agency with securities and futures qualifications hired by the company uses the net amount of fair value minus disposal costs to estimate the recoverable value of the asset group to evaluate the recoverable amount of the asset group related to the goodwill of Fantasy Yueyou. Based on the valuation results of Zhuoxin Dahua Appraisal (2021) No. 5006 and Zhuoxin Dahua Appraisal (2021) No. 5006 Asset Appraisal Report, after impairment testing, the recoverable amount of the asset group was RMB119.0518 million, the accumulated goodwill impairment provision was RMB2,927.9116 million, and the impairment provision for the current period was RMB1,075.0398 million.

(3) Receivables

In fiscal 2020, the Company calculated the estimated recoverable amount of receivables in accordance with Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments and the Company's relevant bad debt accrual accounting policy. As of December 31, 2020, the book balance of accounts receivable was 414.2086 million yuan, the book balance of other receivables was 168.9015 million yuan, and it was estimated that the estimated recoverable amount of accounts receivable was 159.3879 million yuan, the estimated recoverable amount of other receivables was 18.4827 million yuan, and the ending balance of bad debt provision for accounts receivable in 2020 was 254.8207 million yuan, of which 45.9768 million yuan was provided for bad debts in 2020. The ending balance of the provision for bad debts for other receivables in 2020 was 150.4188 million yuan, of which 67.5852 million yuan was provided for bad debts in 2020.

4. The deliberation procedure for the performance of the provision for credit impairment and the provision for asset impairment

The provision for credit impairment and the provision for asset impairment have been deliberated and approved by the fifteenth meeting of the fifth board of directors and the ninth meeting of the fifth board of supervisors of the company, and the proposal for the provision for credit impairment and asset impairment will be submitted to the general meeting of shareholders for consideration.

Second, the impact of the provision for credit impairment and the provision for asset impairment on the company

In 2020, the Company made various credit impairment provisions and asset impairment provisions totaling RMB2,241.979 million. It is expected to reduce the net profit attributable to the owners of the parent company by CNY 2,241,979,000 in fiscal 2020, and the corresponding decrease in equity attributable to owners of the parent company by CNY 2,241,979,000 at the end of 2020.

3. Explanation of the Board of Directors on the provision for credit impairment and the provision for impairment of assets

The provision for credit impairment and asset impairment is made in accordance with the Accounting Standards for Business Enterprises and relevant laws and regulations, which conforms to the principle of prudence, can more fairly reflect the company's financial situation, asset value and operating performance, and makes the company's accounting information more authentic, reliable and reasonable.

4. Opinions of independent directors

The company's provision for asset impairment and credit impairment provisions in the current period follow the principle of prudence, conform to the relevant provisions of the Accounting Standards for Business Enterprises and other relevant provisions and the actual situation of the company's assets, truly reflect the company's financial situation, the provision for impairment is fully based, there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, and the deliberation procedure is in line with the relevant laws and regulations and the provisions of the Articles of Association. After the provision for asset impairment and credit impairment in the current period, the company's financial statements can more objectively and fairly reflect the company's asset status and operating results. Therefore, we agree with the Company's provision for asset impairment and credit impairment provisions for the current period.

5. Opinions of the Board of Supervisors

The company's 2020 annual provision for credit impairment and asset impairment is in line with the provisions of the Accounting Standards for Business Enterprises and the company's relevant accounting policies, the decision-making procedure is legal, it can reflect the company's asset status and operating results more objectively and fairly, and is conducive to providing investors with more reliable financial information.

6. Documents for reference

1. Resolution of the 15th meeting of the 5th Board of Directors;

2. Resolution of the ninth meeting of the Fifth Board of Supervisors;

3. Independent directors' independent opinions on the relevant proposals of the 15th meeting of the 5th Board of Directors.

This is hereby announced.

Board of Directors of Dalian Tenjin Entertainment Co., Ltd

April 28, 2021

Stock code: 002354 Stock abbreviation: *ST Tianyu Number: 2021-017

Dalian Tianshen Entertainment Co., Ltd

Announcement on the Adjustment of The Allowance for Independent Directors

Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company") held the 15th meeting of the fifth board of directors on April 27, 2021, and deliberated and passed the "Proposal on the Adjustment of the Allowance of Independent Directors of the Company".

Since taking office, the independent directors of the Company have been diligent and conscientious and have made significant contributions to the development of the Company. With the continuous development of the company's business, the workload of independent directors has increased significantly. At the same time, in order to improve the enthusiasm of the company's independent directors, encourage them to maximize the interests of the company's shareholders and be diligent and conscientious. Taking into account the region, industry, scale and current operating conditions, the company intends to adjust the allowance standard for independent directors from 80,000 yuan / year to 120,000 yuan / year.

This adjustment is in line with the actual operating conditions of the company, the decision-making procedures comply with the relevant provisions of the Company Law, the Articles of Association of the Company and other relevant provisions, and there is no harm to the interests of the company and its shareholders.

The proposal has yet to be submitted to the Company's General Meeting of Shareholders for consideration.

Stock code: 002354 Stock abbreviation: *ST Tianyu number: 2021-018

Announcement on the Application for Revocation of Delisting Risk Warning

Special Note:

Regarding the application for the withdrawal of delisting risk warning matters for the shares of Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company"), the approval of the Shenzhen Stock Exchange is still required, and investors are kindly requested to pay attention to the investment risks.

First, the company's stock is delisted risk warning

On May 6, 2020, due to the negative net profit attributable to the shareholders of the listed company for two consecutive fiscal years in 2018 and 2019, the Shenzhen Stock Exchange implemented a special treatment of "delisting risk warning" for the company's stock trading in accordance with the relevant provisions of Article 13.2.1 (1) of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange (revised in November 2018), and the abbreviation of the company's shares was changed from "Tianshen Entertainment" to "*ST Tianyu".

On July 31, 2020, the Company received the Civil Ruling delivered by the Intermediate People's Court of Dalian City, Liaoning Province, and the Intermediate People's Court of Dalian City, Liaoning Province, ruled to accept the application of the applicant Zhou Yonghong for reorganization of the Company. In accordance with the relevant provisions of Article 13.2.1 (11) of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (revised in November 2018), the Company's shares continue to be subject to special treatment of "Delisting Risk Warning".

Due to the company's losses in 2018 and 2019 for two consecutive years, and the creditors applied to the people's court for reorganization, and the court has accepted the applicant's application for reorganization of the company in accordance with the law, the company's stock has been delisted risk warning superimposed.

2. The Company applied to the Shenzhen Stock Exchange to revoke the delisting risk warning

On December 9, 2020, the Company received the Civil Ruling delivered by the Intermediate People's Court of Dalian City, Liaoning Province, ruling that the implementation of the Reorganization Plan of Dalian Tianshen Entertainment Co., Ltd. had been completed.

In 2020, UOB Certified Public Accountants (Special General Partnership) issued a standard unqualified opinion audit report for the company, and after auditing, the company achieved operating income of 996,266,630.37 yuan in 2020, net profit attributable to shareholders of the listed company of 152,936,222.50 yuan, and net assets attributable to shareholders of the listed company of 2,780,020,129.89 yuan.

According to the relevant provisions of Articles 14.3.7 and 14.4.13 of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange (Revised in 2020), the Company meets the conditions for the withdrawal of all risk warnings.

On April 27, 2021, the company held the fifteenth meeting of the fifth board of directors and deliberated and passed the "Proposal on Applying for The Withdrawal of Delisting Risk Warning". The Board of Directors considers that the Company has met the conditions for revoking all delisting risk warnings and agrees that the Company shall apply to the Shenzhen Stock Exchange for the revocation of delisting risk warnings.

3. Risk warning

The company's application to revoke the delisting risk warning is subject to the approval of the Shenzhen Stock Exchange, and there is still uncertainty about whether it can obtain the approval of the Shenzhen Stock Exchange. If the Shenzhen Stock Exchange is approved and the company's shares are withdrawn from the delisting risk warning, the company will promptly fulfill its information disclosure obligations.

The Company does not have other circumstances requiring the implementation of delisting risk warnings or other risk warnings as stipulated in the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (Revised in 2020).

The company designates the information disclosure media as Securities Times, Securities Daily, China Securities News, Shanghai Securities News and Juchao Information Network (http://www.cninfo.com.cn), and all information of the company is subject to the information disclosed in the above designated media. Please invest rationally and pay attention to investment risks.

Stock code: 002354 Stock abbreviation: *ST Tianyu Number: 2021-019

Announcement on amendments to the Articles of Association

Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company") held the 15th meeting of the fifth board of directors on April 27, 2021, and deliberated and passed the "Proposal on Amending the Articles of Association of the < >". The specific content is as follows:

In accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange, the Guidelines for the Articles of Association of Listed Companies, and other laws, regulations and normative documents, and combined with the actual situation of the Company, the Company intends to make corresponding amendments to the Articles of Association of Dalian Tianshen Entertainment Co., Ltd., as follows:

Comparison Table of Amendments to the Articles of Incorporation

Except for the above amendments, the other provisions of the Articles of Association remain unchanged.

The proposal to amend the Articles of Association of the Company has yet to be submitted to the general meeting of shareholders of the company for consideration, and the revised articles of association shall be implemented from the date of deliberation and approval by the general meeting of shareholders.

Stock code: 002354 Stock abbreviation: *ST Tianyu Number: 2021-021

Announcement on the holding of an online briefing for the 2020 Annual Report

Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company") disclosed the 2020 Annual Report and the 2020 Annual Report Summary on the Juchao Information Network (http://www.cninfo.com.cn/) on April 29, 2021.

In order to facilitate investors to further understand the company's annual operation in 2020, the company is scheduled to hold an online briefing on the 2020 annual results on May 10, 2021 (Monday) from 15:30 to 17:30 pm in the "Tenjin Entertainment Investor Relations" Mini Program. This online briefing will be held remotely on the Internet, and investors can log on to the "Tenjin Entertainment Investor Relations" Mini Program to participate in interactive exchanges. In order to widely listen to the opinions and suggestions of investors, questions are solicited from investors in advance, and the question channel is open from the date of the announcement. At the performance briefing, the company will answer questions of general concern to investors to the extent permitted by the disclosure of information.

Participation method 1: Search for "Tenjin Entertainment Investor Relations" in the WeChat Mini Program;

Participation method 2: WeChat scans the following QR code.

Investors are authorized to log in to the "Tenjin Entertainment Investor Relations" Mini Program according to the prompts to participate in the exchange.

The online briefing was attended by Mr. Shen Zhonghua, Chairman of the Board, Mr. Xu Dewei, General Manager, Ms. Liu Yuping, Director, Deputy General Manager and Secretary of the Board of Directors, Ms. Huang Yi, Financial Director, Mr. He Han, Mr. Li Yanfei, Deputy General Manager, and independent directors of the Company.

We invite investors to actively participate.

Stock code: 002354 Stock abbreviation: *ST Tianyu Announcement number: 2021-014

Summary of the 2020 Annual Report

1. Important Notice

The summary of this annual report is from the full text of the annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the media designated by the CSRC to read the full text of the annual report carefully.

Tips for non-standard audit opinions

□ Applicable √ Not applicable

The Board of Directors considers the plan for the distribution of profits from ordinary shares for the reporting period or the plan for the conversion of provident fund into equity capital

The company plans not to pay cash dividends, not to send bonus shares, and not to use the provident fund to increase the share capital.

The Board of Directors approved a plan for the distribution of preferred stock profits for the reporting period

Second, the basic situation of the company

1. Company Profile

2. Brief introduction of the main business or product in the reporting period

During the reporting period, the company established the development concept of "e-sports-driven games, data-driven traffic". With an excellent talent base, a strong product matrix, a mature content production mechanism and global operation capabilities, it has continued to build a dual business engine for e-sports games and data traffic, and built a product matrix and traffic ecology that enhances e-sports empowerment game operation, brand content marketing and precision digital marketing multi-dimensional promotion, and its own traffic platform and mobile application distribution.

(1) E-sports game business

The company lays out the whole industry chain of games, and has built a competitive product system in the fields of game research and development, game distribution, distribution channel construction and leisure e-sports, with rich and diverse game types and themes, a huge user group, and the formulation of differentiated product strategies. The company has built a strong distribution channel around the world, continues to focus on segments, is committed to localized product output, and forms advantages and builds barriers in the vertical field of game distribution. Up to now, the company has released more than 90 games, its products have been released in more than 100 countries and regions such as North America, South America, Europe and Asia, and have been localized into 16 languages, with a total of more than 150 million registered users worldwide. As the forerunner of the "e-sports + chess and card" model, the company has always adhered to the concept of "green chess and fair competition", and has grafted a third-party e-sports module in its electronic chess and card products, fully integrating the entertainment attributes and competitive attributes of electronic chess and cards, and leading the board games to return to the origin of entertainment competition through e-sports empowerment.

(2) Data traffic services

Relying on massive data resources, the company has realized the synergy of digital effect traffic and brand content traffic, and provided full-scenario data traffic operation services covering traffic distribution, delivery optimization, creative efficiency improvement, and content marketing around customer pain points with data traffic ecological park as the innovation carrier.

Digital effect traffic sector, 1, the company cultivated the monthly active users of 20 million Internet super traffic entrance Aisi Assistant, formed a strong traffic distribution capabilities, has a huge traffic value, long-term for today's headlines, vibrato, Kuaishou, Taobao, Baidu, Tencent Music and other APP implementation promotion. 2. With the core algorithm technology and market operation experience accumulated in the field of mobile Internet advertising, the company provides customers with advertising delivery and all-round precision digital marketing services based on platforms such as Huge Engine and Kuaishou through self-developed Alchemy traffic monetization system and other products. 3. DotC, a shareholding company, is the forerunner of programmatic traffic marketing, bringing together global data traffic resources, and its products have been connected to mainstream platforms such as Toutiao, Kuaishou, TikTok, Google, and Facebook.

In the brand content traffic section, the company has started from the brand content marketing of film and television dramas, and has built a brand content marketing platform covering column authorization, artist brokerage, internet celebrity marketing, elevator scene marketing, short drama customization + live streaming with goods, and long-term service Moutai, Wuliangye, Xijiu, Jingdong, Gome, Didi, Junlebao, Chain Home and other first-line enterprises. The company's card slot core resources, the construction of multi-dimensional IP ecology, through investment in the convergence of Kung Fu Pictures, Hi Le Film and Television, Micro Shadow Times and other head cultural and creative platforms, to build a full matrix, large-scale content pattern.

3. Main accounting data and financial indicators

(1) The main accounting data and financial indicators in the past three years

Whether the company is required to retroactively adjust or restate previous year's accounting data

□ Yes √ No

Unit: Meta

(2) Quarterly main accounting data

Whether the above financial indicators or their combined totals are materially different from the relevant financial indicators of the Company's disclosed quarterly reports and semi-annual reports

4. Share capital and shareholders

(1) A table of the number of common shareholders and preferred shareholders whose voting rights have been restored and the shareholdings of the top 10 shareholders

Unit: Shares

(2) The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders

There were no preferred shareholders' holdings during the Company's reporting period.

(3) Disclose the property rights and control relationship between the company and the actual controller in the form of a block diagram

5. Corporate bonds

Whether the Company has a public offering and is listed on a stock exchange and has not matured or failed to pay in full on the date of approval of the annual report

be

(1) Basic information of corporate bonds

(2) The latest tracking rating and rating changes of corporate bonds

On January 21, 2020, China Securities Pengyuan Credit Rating Co., Ltd. issued the "Notice of Credit Rating of Dalian Tianshen Entertainment Co., Ltd.", because the company '17 Tianshen 01' failed to repay the resale payment and unsold part of the interest as scheduled, decided to downgrade the long-term credit rating of the company's main body to C, adjust the rating outlook to stability, and downgrade the credit rating of the current bond to C. For details, please refer to the relevant announcement disclosed by the company on the Juchao Information Network on January 22, 2020.

On November 12, 2020, CSI Pengyuan issued the Announcement on Terminating the Credit Rating of Dalian Tianshen Entertainment Co., Ltd.'s 2017 Public Offering of Corporate Bonds (Phase I) to Qualified Investors, and because the court ruled to approve the Company's Reorganization Plan and terminate the company's reorganization procedure, after deliberation by the CSI Pengyuan Securities Rating Review Committee, it decided to terminate the tracking rating of the Company and the current bond, and the original rating was valid until November 11, 2020, and the above rating will not be updated.

(3) The company's main accounting data and financial indicators for the past 2 years as of the end of the reporting period

Third, the business situation is discussed and analyzed

1. Brief introduction of the business situation in the reporting period

During the reporting period, the company efficiently promoted the completion of judicial reorganization. On July 31, 2020, the Dalian Intermediate People's Court ruled to accept the company's reorganization application, and the company officially entered the reorganization procedure. On September 10, the first creditors' meeting was held to deliberate on the company's debt declaration and confirmation proposals, and on November 5, the second creditors' meeting and the investor group were held separately to vote on the "Reorganization Plan (Draft)", and finally the secured creditor group voted to pass the amount of 100%, the ordinary creditor group voted to pass the amount accounted for 88.99%, the investor group voted through the shares accounted for 100% of the shareholders present, and the "Reorganization Plan (Draft)" was approved by a high vote. On November 6, the Dalian Intermediate People's Court ruled to approve the company's "reorganization plan", according to the "reorganization plan", the company's reorganization will be based on the original total share capital of 932,142,900 shares to implement the capital reserve fund into increased share capital, the conversion of shares is not distributed to the original shareholders, but according to the debt price = the average trading price of the listed company's shares in the 20 trading days before the second creditors' meeting * 2.20 (that is, 7.8210 yuan / share) to the creditors to distribute the debt, the capital reserve to increase the number of shares = Total claims to be repaid / increased stock redemption price + number of reserved shares (i.e. a total increase of 730,871,061 shares, in accordance with the proportion of about 7.84 shares for every 10 shares). On December 7, the implementation of the conversion of the capital reserve fund into share capital was completed, and the total share capital of the company increased from 932,142,900 shares to 1,663,013,961 shares. On December 9, the Dalian Intermediate People's Court formally ruled that the implementation of the Reorganization Plan had been completed and the reorganization procedure was terminated. Through restructuring, the company completely resolved the debt crisis, eliminated the risk of delisting, and realized light loading.

In terms of business, the company integrated superior resources and focused on the two major business sectors of e-sports games and data traffic, and its operating performance improved significantly compared with last year. During the reporting period, the company achieved operating income of 996,266,630.37 yuan, down 25.37% from the previous year; the total profit was 186,086,389.65 yuan, an increase of 115.50% over the same period of the previous year; and the net profit attributable to the owners of the parent company was 152,936,222.50 yuan, an increase of 112.77% over the same period of the previous year.

The company's game sector integrates self-research and distribution, and has a new layout in the creation of game platforms, the cultivation of market segments, and the establishment of innovative e-sports events during the reporting period.

1. Game development

After streamlining and optimizing the game's self-developed business, games such as "Proud Sword", "Soaring", and "Sky Change" continue to be profitable under low-cost operation and maintenance, and the life cycle continues to be extended.

2. Game publishing

The company is a senior overseas publisher of online games in China, through the deep cultivation of high-quality IP product distribution routes, the purchase of mature IP copyrights, cooperation in cost-effective CP distribution, mainly for Europe and the United States and other developed regional markets. Affected by the epidemic in 2020, overseas market cooperation has become difficult, offline publicity activities cannot be carried out, and the entry of giants has led to higher and higher costs of overseas online purchases. Under the severe test, on the basis of the continuous operation of existing games such as "Naruto", "Regulus Legend", "Siege of the Three Kingdoms", "Armada", etc., the company focused on the promotion and promotion of new game products such as "One Punch Superman", "Death: Immortal Soul", "Snow Eagle Lord" and so on. Among them, "Grim Reaper: Immortal Soul" was officially launched at the end of March 2020, with more than 1.5 million new users in the first month, and received "editor recommendation" from Apple's iOS Store; on the first day of launch, it ranked first on the "role-playing category" list in the United States and France, and the dual platforms in other countries also ranked at the top of the best-seller list, with the highest daily flow exceeding $300,000; since its launch, it has covered nearly 4 million users, with more than 20% monthly retention, and a total of $27.1 million in 2020. "One Punch Man: Hero Road 2.0" is a card mobile game based on the well-known Japanese hot-blooded anime IP, facing the European and American markets, has completed a major version update in June 2020, and has been improved in terms of system upgrades and version content, with a daily turnover of nearly 150,000 US dollars and a cumulative turnover of 13.64 million US dollars in 2020. The Korean version of "Snow Eagle Lord" is an oriental fantasy theme MMO+RPG mobile game produced by Tencent, which was officially launched in mid-April 2020, and successfully topped the Korean Google free list in the first week of launch, and rushed to the Top 30 of Google's best-selling list, Apple Free List Top2, with a daily turnover of nearly 100,000 US dollars and a cumulative turnover of 5.08 million US dollars in 2020.

3. Innovative track layout

In January 2020, following the successful holding of the WCAA2020 International University Competition in Dalian, the company cooperated with the WCAA World E-sports Competition to fully connect the company's board game products to the WCAA cloud e-sports platform. In accordance with the requirements of "cloud e-sports" for game products, the company focuses on strengthening product design, event embedding, interactive experience, server protection, etc., and has successively held a series of e-sports events such as "WCAA Landlord Masters Competition", "WCAA Spring Festival 100,000 Red Envelopes Competition", "WCAA2020 Pre-season Competition", "WCAA2020 Spring Competition" and so on. At the end of 2020, the company launched the online "Texas Hold'em Masters" Ruixue version. "E-sports + chess and cards" innovation model fully integrates the entertainment attributes and competitive attributes of electronic chess and cards, through e-sports empowerment to lead the board game back to the origin of entertainment competition, under the impetus of e-sports events, the activity of the product continues to increase, attracting the extensive participation of many players, the number of players continues to grow, the total number of registered users in the reporting period in the second, 3rd and 4th quarters of the growth rate reached 1,079%, 170%, 30% respectively.

During the reporting period, relying on the competitive advantages and industrial resources accumulated in the field of data traffic over the years, the company innovatively set up the country's first data traffic ecological park in the Shanxi Transformation and Comprehensive Reform Demonstration Zone, and the company was responsible for investment promotion, operation and management through its subordinate park operation company. The ecological park adopts the operation mode of market-oriented industrialization, relying on incremental financial contributions, to create an Internet traffic price depression and a highland for the development of the digital economy industry, drive the cross-regional agglomeration of national data traffic resources, and attract digital economy enterprise groups such as digital entertainment, digital e-commerce, digital logistics, digital education, and digital medical care, as well as digital economic platforms such as internet celebrity anchors and online delivery, and new individual economies to continue to land across physical boundaries. As of the end of March 2021, more than 60 digital economy enterprises have entered the park, including digital logistics unicorn enterprise Manbang Group, leading enterprises in the game industry, Shengqu Games and Giant Network, etc., which are forming a data traffic ecosystem with intelligent data integration, perfect industrial chain, rich formats and talent gathering. The eco-park continues to gather customer resources for the company's data traffic business, with the eco-park as the carrier, focusing on customer pain points, providing one-stop, all-scenario integrated marketing services covering traffic distribution, delivery optimization, creative efficiency improvement, and content marketing.

1. Digital effect traffic section

(1) Traffic distribution business

As of the end of the reporting period, the company's traffic distribution platform Aisi Assistant had a total of 232 million users, a total of 7,234 products, about 29 million new users and about 20 million monthly active users during the reporting period. The business model of Aisi Assistant is APP application advertising cooperation, mobile game intermodal transportation and cooperation.

1) Application traffic distribution business (CPT, CPA), Aisi Assistant provides information promotion and advertising release services for cooperative products, such as open screen advertising, homepage selection, search hot words, leaderboards and other recommendation positions, according to the application placement and time (CPT) or the number of new downloads and effective activation users (CPA) to settle with customers. During the reporting period, in the CPA business, social live APP revenue accounted for 30.4%, life tools APP revenue accounted for 34.3%, information novel APP revenue accounted for 19.9%, other APP revenue accounted for 15.4%; CPT business cooperation customers are relatively stable, there is no lack of ByteDance, Kuaishou, iQiyi, Tencent Music and other Internet leading enterprises in various fields of the Internet.

2) The game traffic distribution business (CPS), relying on the Aisi Assistant game intermodal transportation platform, jointly operated with the game developer or publisher, will share the income obtained in the game according to the agreed proportion after deducting the relevant fees. During the reporting period, 127 intermodal games were launched on the platform, with 890,000 new game registrations, a total recharge of 810,000 people, and 1.74 million monthly active users.

During the reporting period, the CPT, CPA and CPS revenue of Aisi Assistant accounted for 31.4%, 35.4% and 33.2% of the total revenue, respectively.

The company relies on the R&D experience of Aisi Assistant and the resources of partners to continuously improve the relevant product matrix. The first is to launch the overseas version of the platform 3uTools, through effective promotion and layout, successfully open up Southeast Asia, North America, Africa, the Middle East, South America, Europe and other markets, and the number of users in each market continues to rise. During the reporting period, 3uTools timely launched new functions such as machine inspection reports and screen projection, and constantly maintained version updates and optimizations. In addition, 3uTools has added 9 optional language interfaces in addition to English, enhancing the convenience of localized applications and continuing to deepen local market promotion. As of the end of the reporting period, 3uTools had a total of 14.85 million users, 6.27 million new users during the reporting period, and an average of 1.55 million monthly active users. The second is to launch a tool application "Rice Orange", "Rice Orange" is a set of weather, perpetual calendar, bookkeeping, sticky notes, task management, photo management, address book backup, intelligent reminders, intelligent alarm clocks, birthday housekeeper in one of the multi-functional integrated life management tools, the user scale continues to expand steadily, has entered the product depth research and development and market promotion stage in early 2021. The third is to launch the rebate shopping guide platform "Rice Orange Saving", which has been launched in May 2020, aiming to provide commodity coupons and shopping rebates, incubate high-quality content, select good things for users, and then divert traffic for e-commerce and life service platforms. As of the end of the reporting period, "Mi Orange Provincial Purchase" has completed 16 iterations, and is currently cooperating with e-commerce platforms including Taobao, JD.com, Tmall, Pinduoduo, and local life service platforms such as Meituan and Hungry.

(2) Precision digital marketing business

With the core algorithm technology, strong R&D capabilities and overseas market operation strength mastered in the field of mobile Internet advertising, the company has established a good reputation for service and corporate image, and provided programmatic and precise delivery of mobile Internet advertising for many well-known enterprises such as Alibaba, Lazada, LBE, Amazon, StarMaker, etc. Relying on the self-developed Alchemy traffic monetization system, it helps APP developers directly access the advertising background and become a participant in the private programmatic advertising trading market (PMP). PMP opens up the intermediate links in the mobile Internet advertising transaction process, realizes direct transactions between advertisers and APP developers, and helps advertisers achieve optimal management of media traffic and improve the efficiency of advertising through PDB (Private Direct Buy private direct purchase), PD (Preferred Deal priority transaction) and PA (Private Auction private auction). Help APP developers with superior traffic resources to filter and filter advertising content to achieve better traffic monetization prices.

In terms of technology accumulation, the R&D team has developed programmed advertising technology platforms such as Alchemy, DSP, DMP, etc., and designed algorithms and models related to mobile Internet advertising, collected and analyzed the static data and dynamic data of users in the mobile Internet from multiple dimensions, and adopted various algorithms such as collaborative filtering and deep learning to learn, refine, identify and match user characteristics and behaviors, and further build user portraits. When needed, it can quickly and accurately match the user group, and achieve the conversion process of mobile Internet advertising from display to click to user acquisition with a high click conversion rate (CTR) and display conversion rate (CVR), and obtain excess profits.

During the reporting period, the company introduced a team focusing on the digital marketing business of overseas high-quality head media platforms, carried out overseas data traffic content creative business, and provided various types of customers' overseas Internet products with services such as planning program production, creative efficiency improvement, operation optimization, data improvement and other services based on the form of information flow advertising, and 64 overseas customers have been served, representative customers such as Bilibili, Today's Headlines, Longtu, Youzu, etc., and the media platforms cooperated include Google, Facebook, TikTok, etc.

Relying on the operational, creative material production and R&D experience accumulated by the mobile overseas digital marketing business, the company strengthens the expansion of the domestic market. During the reporting period, the company introduced a business team focusing on domestic digital marketing, and quickly built a precision digital marketing business system based on domestic head high-quality short video media. The company has obtained the national agent qualification of huge engine, the qualification of Kuaishou KA effect advertising agency, and the qualification of Kuaishou Chongqing regional effect advertising agency, providing national and regional advertising services based on platforms such as huge engine and Kuaishou for various Internet products of customers.

The company has completed the construction of a domestic precision digital marketing business team with Beijing as its headquarters and Chongqing, Zhengzhou and Taiyuan as its branches. The company has set up technical research and development, operation optimization and creative material production teams in Chongqing, Zhengzhou and Taiyuan, reserves more than 1,000 full-time and part-time actors, and builds a creative video shooting base covering an area of more than 10,000 square meters, with the industry's first-class choreographer, production, clothing, makeup and props teams to meet the needs of various styles of creative video shooting in real time.

Up to now, the company's domestic precision digital marketing business has served 207 customers, including 38 customers who carry out precision digital marketing based on the huge engine platform, 169 customers who carry out precision digital marketing based on the Kuaishou platform, and representative customers such as Ape Counseling, Gaotu Education, Gome Rongtong, NetEase Yanxuan, Yingke Network, Didi, Nanjing Mesh, etc.; the cumulative completion of creative material production is 17,800, creative material clicks are 87.96 million times, and the effect conversion is 7.31 million times. The daily consumption is up to 2.67 million yuan.

(3) DotC, a shareholding company

DotC is deeply rooted in mobile marketing and has cross-platform growth automation solutions that can help enterprises achieve larger and more efficient user growth. The company uses AI-driven automated delivery (Robotic User Acquisition) to acquire users, so as to obtain a better ROAS (return on advertising expenditure), the current product has been connected to today's headlines, Kuaishou, TikTok, Google, Facebook and other platforms, DotC has global own and three-party traffic, but also the forerunner of programmatic marketing (Programmatic Marketing), It can provide customers with one-stop performance marketing solutions, through big data extraction, analysis and prediction, combined with optimization algorithms, so that customer budgets become more accurate and efficient.

2. Brand content traffic section

During the reporting period, due to the impact of the epidemic, the Spring Festival holiday was extended, the cinema suspended the release of all movies, most enterprises were flexible after the resumption of work, the demand and budget of various advertisers fell sharply, and the overall environment of the elevator media and film and television drama industry also fluctuated sharply.

In the face of the unfavorable macro environment, the company firmly grasps the rapid development opportunities of the community economy in the epidemic, creates community media to become a new focus of investment, and vigorously develops the new wave elevator media business, in addition to continuing to maintain the release of large customers such as JD.com and Gome in the new wave media elevator media, it also adds many new customers such as Semir, Hopson, Shuanghui, COFCO, and Outlets. In terms of TV drama business, the company successfully completed the content traffic implantation of high-quality brands such as shell house search in the popular film and television drama "Perfect Relationship", Didi Chuxing and Xiaolang Wine in "If the Years Can Be Turned Back", Lilang Clothing in "Who Says I Can't Get Married", and Didi Chuxing in "Ordinary Glory". In the film business, with the broadcast of "Win the Championship" and "My Hometown and Me" during the National Day, the content traffic implantation of high-quality brands such as UnionPay, Fulinmen Edible Oil, Great Wall Wine, and Emma Electric Vehicle cooperated with it also increased the company's revenue. In terms of artist business, the company actively promotes artist agency and artist live streaming with goods, promotes the Avon Lehua endorsement project, Didi Quaqua robot project, Langjiu Chen Baoguo endorsement and other projects, and successfully broadcast the Huangshengyi Emma electric vehicle activities.

In addition, the company's branded content marketing platform actively develops incremental business. On the one hand, in October 2020, the company's brand content marketing platform and the National Innovation and Development Strategy Research Association held a strategic partnership signing and authorization ceremony in Beijing, becoming its exclusive brand operation unit. This cooperation is a high recognition of the company's position as a leader in China's brand content marketing industry, and has opened up a broader development space for the company in the field of cultural content. On the other hand, based on the current market demand for content marketing and short video platform with goods marketing, the company's brand content marketing platform combines its own genes and advantages to launch a new business, signs a brand Fang Natural Hall, customizes the "Flower Beauty Man Who Lives in My Home" short drama, and broadcasts it on the Kuaishou platform (Kuaishou rating S+ grade, the highest rating), of which 17 episodes have brand implantation, 5 episodes are in-depth customization of the brand, and take this as an opportunity to plan a new marketing model of "customized short drama + live streaming with goods" As of March 2021, the cumulative number of short drama feature videos has exceeded 55 million, and the cumulative number of topic videos has been about 61.53 million.

The company's head content cultural and creative platforms such as Kung Fu Pictures and HiLe Film and Television, which were invested through the merger and acquisition fund, also launched high-quality works during the reporting period. 1) Gongfu Pictures has gathered chen Guofu, Zhang Jialu and other outstanding choreographers, producers and creators in the industry, and can provide a full range of services such as film and television project investment, planning and development, production and shooting, and marketing and publicity. In July 2020, the Republic of China's Qishuang detective drama "River God II", jointly produced by iQIYI, Kung Fu Pictures and Idle Gongfu, directed by Tian Li, starring Jin Shijia, Zhang Mingen, Wang Zixuan and Chen Yaomi, was broadcast on iQiyi, and the drama continued the excellent performance of the first part in terms of background setting, script, actors, etc., wrapped in a thousand faces of human nature under the bizarre and thrilling plot, and the Douban score was 7.5. In addition, the big movie "Samurai Shodown" jointly produced by Kung Fu Pictures and NetEase Pictures was released in the Spring Festival of 2021, with excellent production and a strong cast, with a cumulative box office of more than 270 million yuan. Dramas such as "Ai before the Western Yuan", "Left Shoulder with You", and "Zhang Gong's Case" produced by Kung Fu Pictures are expected to be released in 2021. In the future, Kung Fu Pictures will accelerate the development of reserve works and continue to tap high-quality film and television drama resources. 2) Hille Film & TELEVISION is good at original incubation, script creation and adaptation of film and television projects, with a first-class screenwriting team, a high-level main creator and production team and a leading core software scene technology. Jointly produced by Hile Film and Television and iQIYI, directed by Zhang Weike, and starring Hu Yi, Zhang Yunlong and Xiao Yan, the strong plot reasoning drama "The Strange Detective of the Republic of China" has been broadcast on iQIYI on March 24, 2020, and its setting of the Republic of China background + brain-burning suspense + light comedy has been widely recognized by the audience, and the cumulative playback of the iQIYI platform has exceeded 1.8 billion by the end of 2020. Hi Le Film and Television will rely on its own high-quality film and television development and production capabilities to continue to develop a series of excellent film and television works such as "Ghost Blowing Lights" and "Blood Chang'an".

2. Whether there are major changes in the main business during the reporting period

3. Products that account for more than 10% of the company's main business income or main business profits

√ Applicable □ Not applicable

4. Whether there are seasonal or cyclical characteristics of the operation that require special attention

5. An explanation of the operating income, operating costs, total net profit attributable to the common shareholders of the listed company during the reporting period or constituting a material change compared with the previous reporting period

6. Facing delisting

7. Matters related to financial reporting

(1) A description of changes in accounting policies, accounting estimates, and accounting methods compared to the previous year's financial report

1) Changes in accounting policies

Impact of the implementation of the new revenue standard on the Company:

The Company implemented accounting standard for business enterprises No. 14 - Revenue as amended by the Ministry of Finance in 2017 from 1 January 2020, and the changed accounting policy is detailed in Note 4.

In accordance with the articulation provisions of the new revenue standard, the cumulative impact of the first implementation of the standard will not adjust the amount of retained earnings and other related items in the financial statements at the beginning of the first implementation period (January 1, 2020), and the information for the comparable period will not be adjusted.

In implementing the new revenue standard, the Company only adjusts for the cumulative impact of contracts that have not been executed on the first execution date; no retroactive adjustments are made for contract changes that occur before the beginning of the earliest comparable period or before the beginning of 2020, but rather, based on the final arrangement for the contract change, identifying performed and unfulfilled performance obligations, determining transaction prices, and apportioning transaction prices between performed and unfulfilled performance obligations.

The impact of the implementation of the new revenue standard on the items related to the current opening balance sheet is shown below:

Note: The Company's related advance receipts are reclassified as contractual liabilities.

The impact of the implementation of the new revenue standard on the consolidated balance sheet as at 31 December 2020 is as follows:

2) Changes in accounting estimates

There were no changes to the main accounting estimates for the reporting period.

(2) A description of the situation in which the correction of material accounting errors occurred during the reporting period and needed to be restated retrospectively

There were no material accounting error corrections requiring retrospective restatement during the Company's reporting period.

(3) A description of the changes in the scope of the consolidated statements compared to the previous year's financial report

1) Merger of enterprises under non-identical control

Non-co-controlled business combinations that occurred in the current period

2) Subsidiaries established in the current period due to changes in the scope of consolidation for other reasons:

1. Juwei Digital Technology (Dalian) Co., Ltd.: The company is a wholly-owned subsidiary of Dalian Tianshen Entertainment Co., Ltd. established on May 15, 2020, with a registered capital of 10 million yuan and legal representative He Han.

2. Dalian Tianyu Digital Technology Partnership (Limited Partnership): The company is a limited partnership established by Juwei Digital Technology (Dalian) Co., Ltd. on July 29, 2020, with a registered capital of 9 million yuan, and the executive partner is Juwei Digital Technology (Dalian) Co., Ltd.

3. Juwei Traffic Operation Management (Dalian) Co., Ltd.: The company is a holding subsidiary established by Juwei Digital Technology (Dalian) Co., Ltd. on September 8, 2020, with a registered capital of 60 million yuan and the legal representative is He Han.

4. Shanxi Data Traffic Ecological Park Operation and Management Co., Ltd.: The company is a holding subsidiary established by Juwei Digital Technology (Dalian) Co., Ltd. on November 19, 2020, with a registered capital of 10 million yuan and the legal representative is He Han.

5. Dalian Juyou Traffic Creative Media Co., Ltd.: The company is a wholly-owned subsidiary established by Beijing Chuju Technology Co., Ltd. on July 17, 2020, with a registered capital of 10 million yuan and the legal representative is He Han.

6. Shanxi Pengjing Technology Co., Ltd.: The company is a wholly-owned subsidiary established by Shanxi Juwei Technology Co., Ltd. on November 25, 2020, with a registered capital of 10 million yuan and the legal representative is Liu Shengyu.

7. Beijing Chuhe Technology Co., Ltd.: The company is a wholly-owned subsidiary established by Shanxi Pengjing Technology Co., Ltd. on December 16, 2020, with a registered capital of 10 million yuan and the legal representative is Liu Shengyu.

8. Shanxi Xinyou Digital Technology Co., Ltd.: The company is a subsidiary jointly funded by Wuxi Xinyou Network Technology Co., Ltd. and Beijing Zhijing Future Technology Co., Ltd., with a registered capital of 10 million yuan and the legal representative is Miao Shu.

9. Shanxi Juwei Traffic Operation Co., Ltd.: The company is a holding subsidiary established by Juwei Digital Technology (Dalian) Co., Ltd. on November 20, 2020, with a registered capital of 150 million yuan and the legal representative is He Han.

10. Shanxi Juwei Technology Co., Ltd.: The company is a holding subsidiary established on November 23, 2020 by Shanxi Juwei Traffic Operation Co., Ltd. and Dalian Tianyu Digital Technology Partnership (Limited Partnership), with a registered capital of 60 million yuan and the legal representative is He Han.

11. Shanxi Juwei Credit Service Co., Ltd.: The company is a wholly-owned subsidiary of Beijing Zhijing Future Technology Co., Ltd. established on December 30, 2020, with a registered capital of 10 million yuan and the legal representative is He Han.

Subsidiaries deregistered in the current and post-period periods:

1. Khorgos Lucky Day Technology Co., Ltd.: The company was approved and cancelled by the Khorgos Market Supervision and Administration Bureau on May 7, 2020.

2. Beijing Lucky Day Technology Co., Ltd.: The company was approved and cancelled by the Beijing Chaoyang District Market Supervision and Administration Bureau on March 12, 2020.

3. Beijing Huaxi Chuangke Technology Co., Ltd.: The company carried out liquidation and cancellation procedures on December 28, 2020.

4. Shanghai Pickaxe Financial Information Service Co., Ltd.: The company was approved and cancelled by the Shanghai Chongming District Market Supervision and Administration Bureau on January 8, 2020.

5. Xinjiang Xinyou Network Technology Co., Ltd.: The company was approved and cancelled by the Khorgos Market Supervision and Administration Bureau on March 23, 2020.

6. Wuxi Xinyou Network Technology Co., Ltd. Shanghai Branch: The company was approved and cancelled by the Shanghai Jiading District Market Supervision and Administration Bureau on June 23, 2020.

Metalex Technology Limited: The company was approved for deregistration by the Federal of Corporate Affairs of the British Virgin Islands on February 3, 2021.

8. Promapads Technology Limited: The company was approved for deregistration by the Federal of Corporate Affairs of the British Virgin Islands on February 3, 2021.

9. Archon Technology Limited: The company was approved for deregistration by the Federal of Corporate Affairs of the British Virgin Islands on July 20, 2020.

10. Shenzhen Yihua Sharing Technology Co., Ltd.: The company will carry out a simple cancellation announcement from March 2, 2021 to March 22, 2021.

11. Shanghai Xuanyou Network Technology Co., Ltd.: The company was approved and cancelled by the Shanghai Jiading District Market Supervision and Administration Bureau on November 12, 2020.

Stock code: 002354 Stock abbreviation: *ST Tianyu Number: 2021-012

Announcement of the resolutions of the fifteenth meeting of the fifth board of directors

The notice of the fifteenth meeting of the fifth board of directors of Dalian Tianshen Entertainment Co., Ltd. (hereinafter referred to as the "Company") was issued by communication on April 2, 2021, and the meeting was held in the company's conference room on April 27, 2021 by a combination of on-site and communication voting, and the meeting should be attended by 9 directors and 9 directors actually present. The convening and convening of the meeting conforms to the provisions of the Company Law of the People's Republic of China, the Articles of Association of the Company and the Rules of Procedure of the Board of Directors of the Company, and the meeting is legal and valid. The meeting was presided over by Mr. Shen Zhonghua, the chairman of the company, and the directors of the company deliberated and passed the following proposals:

I. Consideration and Adoption of the 2020 Annual Report and Summary

The 2020 Annual Report was published on Juchao Information Network (www.cninfo.com.cn) and the Summary of 2020 Annual Report was published in China Securities News, Shanghai Securities News, Securities Times, Securities Daily and Juchao Information Network (www.cninfo.com.cn).

This proposal shall be submitted to the General Meeting of Shareholders for consideration.

Voting result: 9 votes in favour, 0 votes against and 0 abstentions.

II. Deliberate and adopt the "2020 Annual General Manager Work Report"

Agreed to the 2020 Annual General Manager Work Report.

III. Deliberation and Adoption of the 2020 Annual Report on the Work of the Board of Directors

The specific content of the "2020 Annual Report on the Work of the Board of Directors" is detailed in the "Section 4 Business Discussion and Analysis" section of the Company's "2020 Annual Report" disclosed on the Same Day as this announcement on the Juchao Information Network (www.cninfo.com.cn).

The independent directors of the Company have submitted the 2020 Annual Report of Independent Directors to the Board of Directors and will hold the above duties at the Company's 2020 Annual General Meeting of Shareholders.

IV. Deliberation and Adoption of the 2020 Annual Financial Accounts Report

In 2020, the company achieved operating income of 996,266,630.37 yuan, down 25.37% from the previous year; realized total profit of 186,086,389.65 yuan, an increase of 115.50% over the previous year; and realized net profit attributable to shareholders of listed companies of 152,936,222.50 yuan, an increase of 112.77% over the previous year. As of December 31, 2020, the Company had total assets of RMB3,804,657,415.89, total liabilities of RMB915,773,225.04 and net assets attributable to shareholders of the listed company of RMB2,780,020,129.89.

Key accounting data and financial indicators:

Voting result: 9 votes in favour, 0 votes against and 0 abstentions

V. Deliberation and Adoption of the 2020 Internal Control Self-Evaluation Report

For details, please refer to the "2020 Internal Control Self-Evaluation Report" disclosed on the Juchao Information Network (www.cninfo.com.cn) on the same day as this announcement.

The independent directors of the Company expressed an independent opinion.

VI. Deliberation and Adoption of the 2020 Profit Distribution Plan

Audited by Dahua Certified Public Accountants (Special General Partnership), the company's net profit attributable to the owners of the listed company in 2020 was RMB152,936,222.50, the statutory surplus provident fund was withdrawn 0 yuan, plus the undistributed profit at the beginning of the period -6,079,680,434.80 yuan, other comprehensive income carry-forward retained income of 1,000,000.00 yuan, minus the distribution of the 2020 annual dividend of 0 yuan, the profit available for distribution to shareholders in 2020 was -5, RMB925,744,212.30.

In 2020, the company's cumulative undistributed profits were negative, according to the provisions of the Articles of Association on the implementation of cash dividends, the conditions for cash dividends were not met, and the board of directors decided that the company would not pay gold dividends, send bonus shares, and not increase the share capital with capital reserves in 2020.

VII. Deliberation and Adoption of the "Proposal on the Provision for Credit Impairment and the Provision for Impairment of Assets in 2020"

For details, please refer to the "Announcement on the Provision for Credit Impairment and The Provision for Asset Impairment in 2020" disclosed on the Same Day as this Announcement on the Juchao Information Network (http://www.cninfo.com.cn).

VIII. Deliberate and adopt the Special Report of the Board of Directors on the Deposit and Use of Raised Funds in 2020

The Company's "Special Report of the Board of Directors on the Deposit and Use of Raised Funds in 2020" is consistent with the actual situation of the deposit and use of the Company's raised funds.

The company's supervisory board and independent directors issued a consent opinion, and the independent financial adviser issued a verification opinion. The audit institution issued the "Verification Report on the Deposit and Use of Raised Funds". For details, please refer to the relevant announcement disclosed on the Juchao Information Network (www.cninfo.com.cn) on the same day as this announcement.

IX. Deliberation and Adoption of the "Proposal on the Adjustment of the Allowance of Independent Directors of the Company"

Taking into account the region, industry, scale and current operating conditions, the company intends to adjust the allowance standard for independent directors from 80,000 yuan / year to 120,000 yuan / year.

For details, please refer to the Announcement on Adjusting the Allowance of Independent Directors disclosed on the Juchao Information Network (www.cninfo.com.cn) on the same day as this announcement.

Associate Directors Mr. Wang Ziyang, Ms. Liu Hongxia and Mr. Fu Qiang recused themselves from voting on the proposal.

Voting result: 6 votes in favour, 0 votes against, 0 abstentions.

10. Deliberate and pass the "Proposal on the Appointment of the Deputy General Manager of the Company"

The Board of Directors of the Company intends to appoint Mr. Liu Guanbo as the Deputy General Manager of the Company (see the attachment for details of his curriculum vitae) for a term of three years from the date of adoption by the Board of Directors.

11. Deliberation and adoption of the Motion on Application for Revocation of Risk Warning

In accordance with the relevant provisions of Articles 14.3.7 and 14.4.13 of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange (Revised in 2020), the Board of Directors considers that the Company has met the conditions for the revocation of all delisting risk warnings and agrees that the Company applies to the Shenzhen Stock Exchange for the revocation of delisting risk warnings.

For details, please refer to the Announcement on Applying for Withdrawal of Delisting Risk Warning disclosed on the Juchao Information Network (www.cninfo.com.cn) on the same day as this announcement.

12. Deliberation and approval of the "Proposal on the Company's Three-Year Shareholder Return Planning"

In accordance with the Company Law, the Notice of the China Securities Regulatory Commission on Further Implementing the Relevant Matters Concerning Cash Dividends of Listed Companies, the Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies and other laws and regulations, the Company has formulated a shareholder return plan for the next three years in conjunction with the Provisions of the Articles of Association of the Company and other relevant documents.

For details, please refer to the "Shareholder Return Plan for the Next Three Years (2021-2023)" disclosed on the Same Day as this announcement on the Juchao Information Network (www.cninfo.com.cn).

13. Deliberation and adoption of the "Proposal on Amending the Articles of Association"

In accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange, the Guidelines for the Articles of Association of Listed Companies and other laws, regulations and normative documents, and combined with the actual situation of the Company, the Company intends to make corresponding amendments to the Articles of Association of Dalian Tianshen Entertainment Co., Ltd.

For details, please refer to the Announcement on Amending the Articles of Association of the < on the > of the Articles of Association disclosed on the Juchao Information Network (http://www.cninfo.com.cn) on the same day as this announcement.

14. Deliberation and adoption of the "Proposal on convening the 2020 Annual General Meeting of Shareholders"

For details, please refer to the "Notice on Convening the 2020 Annual General Meeting of Shareholders" disclosed on the Juchao Information Network (http://www.cninfo.com.cn) on the same day as this announcement.

15. Documents for reference

1. Resolution of the fifteenth meeting of the fifth board of directors of the company;

2. Independent directors' independent opinions on the relevant matters of the fifteenth meeting of the fifth board of directors and the company's accumulated and current external guarantees and the occupation of funds by related parties.

board of directors

Attachment: Curriculum vitae

Liu Guanbo, born in 1986, male, Chinese nationality, no right of abode abroad, master's degree candidate. He was a field engineer in Schlumberger China, a senior project manager of Western (Yinchuan) Guarantee Co., Ltd., and a director of R&D department of Beijing Nianfu Investment Management Co., Ltd.

Liu Guanbo does not hold shares in the company, and there is no relationship with the directors, supervisors, senior management personnel of the company, shareholders and actual controllers who hold more than 5% of the company's shares.

Liu Guanbo did not have one of the circumstances provided for in Article 146 of the Company Law; he was not banned from the securities market by the CSRC; he was not publicly identified by the stock exchange as unfit to serve as a director, supervisor or senior manager of a listed company; he was not administratively punished by the CSRC in the past three years; he was not publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past three years; he was not investigated by the judicial organs for suspected crimes or investigated by the CSRC for suspected violations of laws and regulations Inquiries on the Supreme People's Court's website are not "judgment defaulters".