Securities code: 605168 securities abbreviation: Three'S Company Media Group Co.Ltd(605168) Announcement No.: 2022-003 Three'S Company Media Group Co.Ltd(605168)
Announcement on signing strategic cooperation framework agreement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Significant risks and uncertainties of performance: affected by changes in market policies, there may be a risk of suspension or termination of cooperation projects due to the setting in violation of national regulatory policies or laws and regulations in the future. Whether the construction, operation and profitability of the platform can meet expectations, and whether the relevant business performance can have a specific impact on the company's financial indicators in the future are uncertain.
Impact on the performance of Listed Companies in the current year: the specific impact of the signing of this strategic cooperation framework agreement on the company's total assets, net assets, operating revenue, net profit and other financial indicators in the current year shall be measured separately according to the promotion, implementation and progress of specific businesses under this framework agreement.
1、 Basic information of framework agreement signing
(I) basic information of the counterparty
Beijing Cultural Property Rights Trading Center Co., Ltd. (hereinafter referred to as "beiwen center"), legal representative Yang Yungang, with a registered capital of 74 million yuan, is controlled by Beijing Cultural Investment and Development Group Co., Ltd. invested by Beijing state owned cultural assets supervision and administration office China Cultural Industry Development Group Co., Ltd. and other central enterprises formally established a comprehensive platform for national cultural factor market construction and cultural and financial innovation services centered on Beijing in 2015. It is the only authorized institution in the capital engaged in the transaction services of property rights, equity and physical assets of state-owned cultural enterprises and institutions. It is a platform integrating property rights, equity and physical assets trading system, capital settlement, registration and custody and legal risk control of state-owned cultural enterprises and institutions.
There is no relationship between beiwen center and the company.
(II) time, place and method of signing the agreement
This strategic cooperation framework agreement was signed in writing in Beijing on January 10, 2022.
(III) review and decision-making procedures performed after signing the agreement
This strategic cooperation framework agreement is a framework agreement reached through friendly negotiation between both parties and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. After the specific cooperation matters of both parties are clarified, the company will timely perform the corresponding decision-making procedures and information disclosure obligations according to the progress of cooperation in accordance with the relevant provisions such as the Listing Rules of Shanghai Stock Exchange, the articles of association and so on.
(IV) approval procedures signed or agreements performed
The signing of this strategic cooperation framework agreement does not require approval or filing procedures.
2、 Main contents of framework cooperation agreement
(I) background and objectives of cooperation
Through friendly negotiation, both parties intend to jointly establish a digital cultural and creative product trading platform, build an innovative partnership and carry out long-term strategic cooperation, so as to enhance the market competitiveness of both parties and achieve the purpose of win-win cooperation. This strategic cooperation framework agreement is hereby signed.
(II) cooperation content
After friendly negotiation, both parties intend to jointly establish a digital cultural and creative product trading platform. Digital cultural and creative products trading platform is positioned for online trading of digital cultural and creative products. Creators can display and sell digital cultural creative products on the platform. Users interested in digital cultural and creative products can enter the trading platform to browse and buy digital cultural and creative products.
The business goal of the platform is to become a trading platform for digital cultural and creative products with core competitiveness in China, and a two-way selection platform for users to buy digital cultural and creative products and creators to sell digital cultural and creative products. Gather high-quality and rich digital cultural and creative product resources through the platform to discover and confirm the value of digital cultural and creative products.
(III) cooperation mode
The trading platform of digital cultural and creative products consists of three parts: digital transformation platform, trading platform and forum.
1. Digital transformation platform
The creator uploads his own digital resources, including short videos, IP images, pictures, music and text, to the platform, transforms cultural and creative products into the only recognized digital assets on the blockchain through encryption technology, distributed storage, consensus mechanism and smart contract, and stores the work owner information and work information on the blockchain, Ensure that the data is unique and cannot be tampered with.
2. Trading platform
Digital cultural and creative products that have been linked and confirmed can be displayed and sold on the trading platform. The platform gives the recommended price range, and the creator sets the sales price for interested users to buy.
3. Forum
Communication space for creators and users.
4. Transaction mode
At the initial stage of the establishment of the trading platform, the main way of trading is listing and one-time pricing sale. 5. Settlement method
The rights of digital transformation and upper chain, transaction fee of trading platform, trading price of trading platform and buyers and sellers are all settled through lawful online RMB legal tender, including WeChat, Alipay, online banking, digital Renminbi wallet, etc. All transaction settlement links do not involve any form of illegal digital currency.
(IV) the effective conditions and time of the agreement, as well as the liabilities of each party for breach of contract, etc
This Agreement shall come into force as of the date when it is signed and sealed by both parties. After this Agreement comes into force, each party shall perform the obligations agreed in this agreement. If one party violates the obligations agreed in this agreement, including false or untrue statements and warranties, it shall compensate the other party for the economic losses suffered therefrom.
One party's failure to require the other party to bear the liability for breach of contract does not mean or mean to exempt or reduce the liability for breach of contract borne by the breaching party according to this agreement, and the breaching party has the obligation to continue to perform this agreement.
(V) preconditions for actual performance of the agreement and conditions that have been met at present
The company and beiwen center have reached an agreement through friendly negotiation and are willing to jointly establish a digital cultural and creative product trading platform and actively fulfill the obligations of all parties.
(VI) if there are additional or reserved conditions in the terms of the agreement, special explanations shall be given
Matters not covered in this Agreement shall be settled by both parties through negotiation and a supplementary agreement shall be signed separately. The supplementary agreement and this Agreement are an integral whole. Any amendment to this Agreement shall be in writing signed by both parties.
3、 Impact on Listed Companies
In order to establish and deepen the good cooperative relationship between the two sides, the company and beiwen center make full use of beiwen center's credibility and leadership position in the field of cultural property rights trading in the capital, as well as Three'S Company Media Group Co.Ltd(605168) rich resources and experience in the field of cultural media, highlight complementary advantages and implement strong alliance. By jointly establishing a trading platform for digital cultural and creative products, building an innovative partnership and carrying out long-term strategic cooperation, we can enhance the market competitiveness of both sides and achieve the purpose of win-win cooperation. Provide assistance for the company to achieve its development goals and promote the company's high-quality development. 4、 Major risk tips
(I) the specific impact of the signing of this strategic cooperation framework agreement on the company's total assets, net assets, operating income, net profit and other financial indicators of this year shall be calculated separately according to the promotion, implementation and progress of specific businesses under this framework agreement.
(II) as China's leading digital integrated marketing group and vice president of China Advertising Association, the company serves the top 500 customers in important fields of national economy such as consumer goods, automobiles, operators, banking and insurance. In the process of serving customers, it has accumulated a large number of original advertising creative works in various forms such as videos, pictures and copywriting with artistic appreciation value and marketing communication value. At the same time, it has established a highly competitive creative team of more than 200 people in the whole market, with many years of creative experience and works for various media. Relevant creative teams have been in Cannes Advertising Festival One show and other well-known advertising festivals at home and abroad have won heavyweight awards. They can customize digital creative works for various cultural IP and advertiser brands, and have the ability to appreciate various forms of cultural and creative products. At the same time, the company has been committed to developing the new force of Chinese creativity for many years. It has jointly organized advertising creativity activities with well-known Chinese universities, provided internships and employment opportunities for students of relevant majors, sought the commercialization mode of creativity of young groups, and is committed to improving China's overall creative industry.
The company has carried out strategic cooperation with beiwen center on jointly establishing a digital cultural and creative product trading platform. The company has the ability and strength to complete the construction and operation of the platform. However, affected by changes in market policies, there may be settings that are contrary to national regulatory policies or laws and regulations in the future, resulting in the risk of suspension or termination of cooperation projects.
(III) the company makes full use of its professional ability and resource advantages to help the completion of the platform project and strengthen the profitability of the company. However, there is uncertainty whether the construction, operation and profitability of the platform can meet the expectations and whether the relevant business performance can have a specific impact on the company's financial indicators in the future.
Please pay attention to investment risks.
It is hereby announced.
Three'S Company Media Group Co.Ltd(605168) board of directors January 11, 2022
