Securities code: 002858 securities abbreviation: Shanghai Lisheng Racing Co.Ltd(002858) Announcement No.: 2022-006 Shanghai Lisheng Racing Co.Ltd(002858)
Announcement on signing the strategic cooperation framework agreement with China sports newspaper and China Sports Federation
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This agreement is a strategic cooperation framework agreement signed by the three parties. The specific cooperation matters, contents and amount involved shall be subject to the single agreement signed by the subsequent parties. The company will perform the corresponding review procedures and information disclosure obligations in accordance with the articles of association and relevant rules and regulations.
2. The strategic cooperation framework agreement signed this time does not involve a specific amount, does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This agreement is only a framework agreement and does not have a significant impact on the company’s operating performance in 2022.
3. The company has not disclosed the framework or intentional agreement in the last three years.
1、 Overview of agreement signing
1. On February 12, 2022, Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as “the company”) signed the strategic cooperation framework agreement with China Sports Newspaper Corporation Limited (hereinafter referred to as “the corporation”) and China Sports Federation (Beijing) Investment Co., Ltd. (hereinafter referred to as “China Sports Federation”) in Beijing.
In order to further implement the outline of the “healthy China 2030” plan of the CPC Central Committee and the State Council, the outline of building a sports power of the State Council, several opinions on accelerating the development of sports industry and promoting sports consumption, opinions on promoting national fitness and sports consumption and promoting the high-quality development of sports industry, and guiding opinions on accelerating the development of fitness and leisure industry National fitness plan (2021-2025), opinions on vigorously developing ice and snow sports by taking the opportunity of the 2022 Beijing Winter Olympic Games, guiding opinions on encouraging social forces to organize national fitness, national sports tourism development outline, China’s ice and snow sports development plan and other policies. The company, the head office and the China Sports Federation will carry out strategic cooperation in the fields of sports bank, digital twin, sports realm, sports industry, sports forum, event marketing, workplace fitness, combination of sports and medicine, and combination of sports and education. The agreement is valid from January 30, 2022 to December 31, 2025. With the consent of all parties, each party has the priority to renew the relevant rights and interests of this agreement. Under the same conditions, it is the first order person to renew the contract.
2. The agreement is a framework document for tripartite cooperation. The specific cooperation content, progress and amount involved shall be subject to the separate agreement signed by all parties. The above matters of signing the cooperation framework agreement do not constitute related party transactions, nor do they constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. According to the articles of association and relevant provisions, the signing of the above agreement does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation.
2、 Introduction to counterparty
(I) China Sports Newspaper Corporation Limited
1. Basic information:
Unified social credit Code: 911100007178005665
Legal representative: Gao Gao
Registered address: No. 8, TIYU Road, Dongcheng District, Beijing
Registered capital: 103.4215 million yuan
Main business: with “sports culture industry” as the industrial boundary positioning and “all-round provider of sports information” as the business form positioning, the text, picture, audio, video Streaming media and other media forms are integrated to carry out compound dissemination of sports information. At present, it has two publishing houses including people’s Sports Publishing House and people’s sports audio-visual publishing house, four newspapers such as China sports daily and China sports lottery, and 23 periodicals such as new sports and China sports. It is currently the largest sports media group in China.
2. Relationship with listed companies: no relationship.
3. Similar transactions: the company has not had similar transactions with China sports newspaper Co., Ltd. in the past three years.
4. Performance capability analysis: good credit status and full performance capability.
(II) China Sports Federation (Beijing) Investment Co., Ltd
1. Basic information:
Unified social credit Code: 911101016669113618
Legal representative: Feng Zhenxiao
Registered address: Room 301, floor 3, building 32, No. 8, TIYU Road, Dongcheng District, Beijing
Registered capital: 10 million yuan
Main business: the main industries are leasing and business services, and the service fields are investment management, investment consulting, information consulting, enterprise management consulting, marketing planning, design / production / agency / advertising, organization of sports and cultural exchange activities, sports project management, corporate image planning, sales of sporting goods, etc. A wholly-owned subsidiary of China sports newspaper Co., Ltd. and a first-class subsidiary of the central cultural enterprise, it is a backbone enterprise in the field of national fitness in China.
2. Relationship with listed companies: no relationship.
3. Similar transactions: the company has not had similar transactions with China Sports Federation (Beijing) Investment Co., Ltd. in the past three years.
4. Analysis of performance ability: good credit status and full performance ability.
3、 Main contents of the agreement
Party A: China sports newspaper Co., Ltd
Party B: Shanghai Lisheng Racing Co.Ltd(002858)
Party C: China Sports Federation (Beijing) Investment Co., Ltd
(I) cooperation content
1. Party A and Party B become strategic partners in the field of national fitness.
2. Party B and Party C form a strategic partner in the field of national inter workshop fitness, a partner in national fitness events, a partner in sports and medical integration and sports science popularization.
3. The three parties jointly prepared to establish the “China sports new realm construction (preparation) committee”, absorb top experts such as China’s virtual modeling, digital twins, sports health and popular science education, and set up an expert think tank to provide professional and scientific guidance and services for sports banks, AI sports, sports new realm, event activities, product research and development and health popular science. 4. Cooperation in the field of national fitness
1) The three parties and relevant units have introduced the “sports bank” to cooperate in relevant sports events: “healthy China I action” broadcast aerobics competition, smart community sports conference, world walking day (China), 123 national winter running day, Xi’an International Cycling conference, National Youth spine and vision health aerobics competition and other events.
2) Party B participates in sports science and technology, smart sports, popular science training and other work organized by Party C.
5. Cooperation in the field of fitness between workers
1) Party B participates in the project of “national fitness demonstration training base for radio aerobics workshop” and the construction of national promotion organization of radio aerobics under construction by Party C. At present, Zhejiang Hangzhou base has been built, and other projects such as Guangdong Zhuhai base, Hubei Wuhan base and Inner Mongolia Hohhot base are under construction, and continue to expand to the whole country.
2) Carry out the system development, maintenance and operation of AI workshop fitness competition, AI sports evaluation and AI exercise reaching the standard with Party C, and provide talent, technology and product support.
6. Youth sports cooperation
1) The three parties should jointly do a good job in the prevention and treatment of myopia, obesity, spinal deformation, psychological depression, lack of exercise, achievement records and other work among teenagers across the country.
2) The three parties should jointly do a good job in the National Youth Sports cloud science popularization.
3) The three parties should jointly do a good job in the promotion of adolescent spinal and visual health exercises in China.
7. Sports industry project cooperation
1) Party A, Party B and Party C carry out the construction and operation of national urban sports parks and the introduction of events and activities in the parks;
2) Party A, Party B and Party C shall carry out the preparation of Longtan Lake International Sports industry incubation center project; 3) Party A, Party B and Party C promote the national large-scale sports venues carbon and power saving scientific research project and the “national green sports venues action plan”;
4) Party A, Party B, Party C and relevant units shall carry out the development and operation of some national super large sports centers and sports culture complexes such as Dongdan Sports Center, Temple of heaven Sports Center, Ditan Sports Center, Pinggu sports center and Mentougou Sports Center;
5) Party B and Party C jointly develop the development, implementation and operation of the “sports games personal safety risk assessment system”;
6) Party B and Party C jointly develop the “adolescent spine health risk screening and community service center” project, jointly develop the online screening and management system, and help experts develop and promote derivative products and services in the fields of national fitness, workplace fitness and adolescent sports;
7) Party A, Party B, Party C and relevant units continue to jointly promote the development, application and operation of “sports realm”, “sports bank”, “fitness one code link” and other systems;
8) The three parties jointly develop and promote the modeling of national fitness virtual idols in the field of sports, the application of workshop fitness virtual scene, broadcast gymnastics AI leaders, the global scene connection of world walking day (China), the digital twin sports space based on the national physical exercise standard, the exhibition of mass events in the National Games, the intelligent community games, the national workshop Fitness Conference Industry games and other projects and services.
(II) other matters
1. The specific cooperation matters and contents of the three parties to this Agreement shall be implemented by each party by signing a single agreement according to the actual project situation, and the amount involved shall be subject to the agreement separately signed by each party.
2. The agreement is valid from January 30, 2022 to December 31, 2025. With the consent of all parties, each party has the priority to renew the relevant rights and interests of this agreement. Under the same conditions, it is the first order person to renew the contract.
3. In the tripartite cooperation, if the rights and interests of the other two parties are damaged due to one party, the breaching party shall be responsible for corresponding compensation.
4、 Impact of the agreement on Listed Companies
As a listed company in the sports industry, the company is a national sports industry demonstration unit. By integrating the domestic leading online sports service platform, AI sports and sports technology R & D high-quality team, Chinese racing and venue operation professional team and other resources, provide digital technology services from athletes, sports venues, sports facilities and national sports, actively respond to the national fitness strategy, and promote the establishment of China’s leading sports data service and sports incentive platform. The head office is the only national comprehensive sports culture media group directly under the State Sports Administration. It is an active and important propagandist, promoter and executor of national strategies such as national fitness. China Sports Federation is a wholly-owned subsidiary of the general society and a backbone enterprise in the field of national fitness in China. After friendly negotiation, the company signed the tripartite strategic cooperation framework agreement with the head office and the China Sports Federation, which is conducive to give full play to the rich resources and advantages of all parties in sports, media, information, culture, industry, investment and other fields, fully grasp the policy guidance, meet the needs of innovation, and help build a national fitness and healthy China work service system.
This strategic cooperation is that the company actively responds to the strategic deployment of the development of the national sports industry, strengthens and deepens the strategic cooperation with relevant industries, and actively gives full play to the resource integration advantages of listed companies, which is conducive to the promotion of the company’s digital sports strategy and the landing of a digital platform for national fitness services in multiple scenarios.
The above agreement does not have a significant impact on the company’s operating performance in 2022, and the impact on the company’s future operating performance depends on the promotion and implementation of specific projects. The performance of the agreement will not affect the independence of the company’s business, and the company will not rely on the counterparty due to the performance of the above agreement.
5、 Risk tips
The agreement signed this time is a strategic cooperation framework agreement, and the specific cooperation matters, contents and amount involved shall be subject to the separate agreement signed by the subsequent parties. The company will perform the corresponding review procedures and information disclosure obligations in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations and normative documents and the relevant provisions of Shenzhen Stock Exchange. Please invest rationally and pay attention to investment risks.
6、 Other relevant instructions
1. The company has not disclosed the framework or intentional agreement in the last three years.
2. Within three months before the signing of this cooperation framework agreement, Shanghai Saisai Investment Co., Ltd. (hereinafter referred to as “Saisai investment”), the shareholder holding more than 5% of the company, has reduced 1400800 shares through centralized bidding according to its pre disclosed share reduction plan on October 11, 2021. In addition, the controlling shareholders of the company, other shareholders holding more than 5% of the shares and directors, supervisors and senior managers have not reduced their shares, and the direct shareholding has not changed; In the next three months, the restrictions on the sale of 5211400 shares locked by some senior executives of the company will be automatically lifted from February 16 to 18, 2022, and 33605838 non-public A shares will be lifted on February 21, 2022. The total number of shares lifted will account for 24.27% of the company’s total share capital of 159925838 shares. In addition, the controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and Gao directly hold Limited shares, and there is no situation that the sales restriction will be lifted soon; As of the disclosure date of this announcement, except for the uncompleted reduction plan of Saisai investment by the shareholders holding more than 5% of the company’s shares, the controlling shareholders, other shareholders holding more than 5% and Dong Jiangao have not received the notice of reducing the shares of the company in the next three months. If the share reduction plan is to be implemented in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations. 7、 Documents for future reference
1. Strategic cooperation framework agreement
It is hereby announced.
Shanghai Lisheng Racing Co.Ltd(002858) board of directors
February 16, 2002
