Securities code: Wuhan Ddmc Culture & Sports Co.Ltd(600136) securities abbreviation: St Mingcheng Announcement No.: Lin 2022037 Wuhan Ddmc Culture & Sports Co.Ltd(600136)
Reply to the notice of Shanghai Stock Exchange on the supervision of matters related to the control of Wuhan contemporary Mingcheng culture and Sports Group Co., Ltd
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.
Wuhan Ddmc Culture & Sports Co.Ltd(600136) (hereinafter referred to as “the company”, ” Wuhan Ddmc Culture & Sports Co.Ltd(600136) ” and “listed company”) disclosed the announcement on abnormal fluctuation of Wuhan Ddmc Culture & Sports Co.Ltd(600136) stock trading on May 16, 2022. On the same day, the company received the supervision letter on matters related to Wuhan Ddmc Culture & Sports Co.Ltd(600136) control right (szgh [2022] No. 0416) issued by Shanghai Stock Exchange. The company now explains and replies according to the problems involved in the supervision letter, and the specific contents are as follows:
1、 Please state whether guochuang capital has the right to unilaterally terminate the voting right entrustment and relevant basis in combination with the specific provisions in the cooperation agreement and voting right entrustment agreement signed with contemporary group and relevant parties in the early stage; If you have no right to terminate the agreement unilaterally, please explain the main considerations of the letter sent in the early stage, the current communication with other parties to the agreement, and the current control status of the listed company.
Reply of guochuang capital:
The termination conditions of the cooperation agreement are: “This Agreement shall be terminated under any of the following circumstances: it shall be terminated by consensus of all parties; this transaction cannot be implemented due to force majeure or other objective reasons other than the parties; this agreement is terminated; there are substantial obstacles to the performance of this agreement due to the serious violation of this Agreement or the provisions of applicable laws by one party to this agreement, or the continuous performance has been unable to realize the commercial benefits that the other party can reasonably expect when entering into this agreement For the purpose of Yihe transaction, in this case, the observant party has the right to unilaterally terminate this agreement by written notice. In addition to the above circumstances or in accordance with the provisions of relevant laws and regulations and the requirements of competent government departments, the modification or termination of this Agreement shall be subject to the written modification or termination agreement signed by all parties to this agreement, and the approval procedures specified in laws and regulations shall be performed (if necessary)
The conditions for termination of the voting rights entrustment agreement are as follows: “this Agreement shall be terminated when one of the following circumstances occurs: the transaction cannot be implemented due to force majeure or other objective reasons other than the parties; the proportion of Wuhan Ddmc Culture & Sports Co.Ltd(600136) shares held by Party B is 5% higher than the proportion of Wuhan Ddmc Culture & Sports Co.Ltd(600136) shares jointly held by contemporary group and Xinxing Hanyi; the voting rights waiver agreement signed by Tianfeng Ruiyuan and Party B Termination; If one party of this agreement seriously violates the provisions of this agreement or applicable laws, resulting in substantial obstacles to the performance of this agreement, or the continuous performance has been unable to achieve the business interests and transaction purposes that the other party can reasonably expect when entering into this agreement, in this case, the observant party has the right to unilaterally terminate this agreement by written notice. In addition to the above circumstances or in accordance with the provisions of relevant laws and regulations and the requirements of competent government departments, the change or termination of this Agreement shall take effect only after the parties to this agreement sign a written change or termination agreement and perform the approval procedures specified in laws and regulations (if necessary). “
On June 24, 2021, Wuhan Ddmc Culture & Sports Co.Ltd(600136) disclosed in the reply to the working letter on matters related to the change of control of the company: “based on the optimistic views of all parties on the long-term development of the listed company, guochuang capital intends to obtain Wuhan Ddmc Culture & Sports Co.Ltd(600136) controlling equity first by means of voting power entrustment, and then increase its shares in one or more ways as the controlling shareholder to consolidate its control according to the actual situation”. On July 16, 2021, guochuang capital and Wuhan Ddmc Culture & Sports Co.Ltd(600136) signed the share subscription agreement of Wuhan Ddmc Culture & Sports Co.Ltd(600136) non-public development of A-share shares with conditional effect, which defined the increase of shares by fixed increase.
On January 29, 2022, Wuhan Ddmc Culture & Sports Co.Ltd(600136) issued the announcement of annual performance loss in 2021. After negotiation between guochuang capital and contemporary group, it is more appropriate for contemporary group to send personnel to organize and guide Wuhan Ddmc Culture & Sports Co.Ltd(600136) daily operation and management, which does not involve the change of control and does not affect guochuang capital’s controlling position in Wuhan Ddmc Culture & Sports Co.Ltd(600136) .
On March 17, Wuhan Ddmc Culture & Sports Co.Ltd(600136) announced the termination of the non-public offering of A-Shares in 2021. Guochuang capital was unable to increase its shares through fixed increase, and it was expected that it would not be able to inject incremental capital into the listed company in the short term. There was little chance for the two sides to realize the reasonably expected commercial interests and transaction purpose established when signing the cooperation agreement and voting power entrustment agreement. Therefore, guochuang capital sent a letter to contemporary group, Request to negotiate the termination of the cooperation agreement and the entrustment of voting rights.
On April 18, guochuang capital sent a letter to contemporary group expressing its intention to unilaterally terminate the voting power entrustment according to the clause stated in the voting power entrustment agreement that “the continued performance has been unable to achieve the commercial interests and transaction purposes that the other party can reasonably expect when signing this agreement. In this case, the observant party has the right to terminate this agreement by written notice”, but it was not recognized by contemporary group. In consideration of the significant impact of the change of control right and the attitude of being responsible to the listed company and investors, in the case of disputes over the unilateral termination of voting right entrustment, the board of directors of guochuang capital day shall not exercise relevant voting rights.
In conclusion, as of the reply date, the control right of Wuhan Ddmc Culture & Sports Co.Ltd(600136) has not changed.
2、 Guochuang capital obtained the control of the listed company on July 13, 2021, which is less than 18 months ago. Guochuang capital is requested to explain whether the proposed unilateral termination of voting power entrustment violates the provisions of Article 75 of the securities law and article 74 of the administrative measures for the acquisition of listed companies, and whether the previous information disclosure violates articles 4.5.3 and 4.5.5 of the stock listing rules of the exchange.
Reply of guochuang capital:
1. Article 75 of the securities law stipulates: “in the acquisition of a listed company, the shares of the acquired listed company held by the purchaser shall not be transferred within 18 months after the completion of the acquisition.”
Article 74 of the measures for the administration of the acquisition of listed companies stipulates: “in the acquisition of listed companies, the shares of the acquired company held by the acquirer shall not be transferred within 18 months after the completion of the acquisition. The transfer of shares in the acquired company owned by the acquirer between different entities controlled by the same actual controller is not limited by the above 18 months, but shall comply with the provisions of Chapter VI of these measures.”
Our company believes that the termination of voting right entrustment does not violate the provisions of Article 75 of the securities law and article 74 of the measures for the administration of the acquisition of listed companies. The reasons are as follows:
We understand that the change of the actual voting rights of the listed company obtained through other agreements and other arrangements is not explicitly restricted by Article 75 of the securities law and article 74 of the measures for the administration of the acquisition of listed companies.
According to Article 5 of the measures for the administration of the acquisition of listed companies, “the acquirer can become the controlling shareholder of a listed company by acquiring shares, become the actual controller of a listed company by means of investment relations, agreements and other arrangements, or obtain the control of a listed company by adopting the above methods and ways at the same time”, Article 12 “the rights and interests of an investor in a listed company include the shares registered in its name and the shares that are not registered in its name but the investor can actually control the voting rights.” Article 75 of the securities law and article 74 of the measures for the administration of the acquisition of listed companies clearly state that “in the acquisition of listed companies, the shares of the acquired company held by the acquirer shall not be transferred within 18 months after the completion of the acquisition”. In combination with the provisions of articles 5 and 12 of the measures for the administration of the acquisition of listed companies, the object of restricting the transfer of the acquirer shall be “the shares of the acquired listed company held by the acquirer”, It is not expressed as “interest in the acquired company”.
In conclusion, although we believe that the change of the actual voting rights of listed companies obtained through other agreements and other arrangements is not explicitly restricted by Article 75 of the securities law and article 74 of the measures for the administration of the acquisition of listed companies, we have decided to respect the legislative intent of the securities law and maintain the stable development of listed companies, According to our commitment in the detailed equity change report announced on June 8, 2021, “we will not transfer the shares of the listed company directly or indirectly within 18 months from the date of completion of this share transfer”, and maintain the stability of the control of the listed company during the commitment period.
2. Whether the previous information disclosure violates articles 4.5.3 and 4.5.5 of the stock listing rules of the exchange.
According to article 4.5.3 of the stock listing rules, “The controlling shareholders and actual controllers of a listed company shall perform the obligation of information disclosure and ensure that the information disclosed is true, accurate, complete, timely and fair, and there shall be no false records, misleading statements or major omissions. If the controlling shareholders and actual controllers receive the inquiry of the company, they shall timely understand the situation and reply to ensure the authenticity, accuracy and completeness of the reply. The controlling shareholders and actual controllers are under any of the following circumstances: , it shall inform the listed company in time and cooperate with the company to fulfill the obligation of information disclosure: (I) there are major changes in the situation of holding shares or controlling the company, and there are major changes in the situation of the actual controller of the company and other enterprises under its control engaged in the same or similar business as the company; (II) the court has ruled to prohibit the transfer of its shares, and more than 5% of its shares have been pledged, frozen, judicially marked, judicially auctioned, entrusted, set up trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership; (III) propose to carry out major asset reorganization, debt reorganization or business reorganization of the company; (IV) entering bankruptcy or dissolution proceedings due to the deterioration of business conditions; (V) there are rumors related to the controlling shareholder and actual controller, which may have a great impact on the trading price of the company’s shares and their derivatives; (VI) being subject to criminal punishment, being suspected of violating laws and regulations, being filed for investigation by the CSRC, being subject to administrative punishment by the CSRC, or being subject to major administrative punishment by other competent authorities; (VII) being suspected of serious violation of discipline and law or job-related crime, and being detained by the discipline inspection and supervision organ, which affects his performance of duties; (VIII) being suspected of committing a crime and being taken compulsory measures; (IX) other situations that may have a great impact on the trading price of the company’s shares and their derivatives. In case of significant progress or changes in the matters specified in the preceding paragraph, the controlling shareholder and the actual controller shall inform the company in writing of the relevant information they know, and cooperate with the company to fulfill the obligation of information disclosure. “
According to article 4.5.5 of the listing rules, “The controlling shareholders and actual controllers of a listed company shall exercise their shareholders’ rights and perform their shareholders’ obligations in accordance with the law and regulations, and shall not conceal their identity as controlling shareholders and actual controllers and avoid relevant obligations and responsibilities. If they control the company by signing a concerted action agreement, they shall specify the relevant control arrangements and release mechanism in the agreement. The company shall make decisions according to the shareholding ratio of shareholders, the composition of board members, their recommendation and nomination subjects and past decisions According to the actual situation, the agreement or agreement on concerted action between shareholders, the arrangement of voting rights, etc., the ownership of the company’s control right shall be determined objectively, prudently and truly, and shall not be determined as no controlling shareholder or actual controller without justified and reasonable reasons. “
The negotiation process between our company and contemporary group on Wuhan Ddmc Culture & Sports Co.Ltd(600136) control has been explained in the first question of our reply. Through our self-examination, we believe that there is no violation of articles 4.5.3 and 4.5.5 of the stock listing rules of Shanghai Stock Exchange in the early information disclosure.
3、 Recently, the company’s share price has fluctuated greatly. Your company, guochuang capital and contemporary group are requested to check whether there are major matters that should be disclosed but not disclosed, and timely fulfill the obligation of information disclosure. At the same time, the listed company should unblock the communication channels of investors, actively respond to the concerns of investors, and do a good job of investors’ calls and visits.
Reply of guochuang capital:
In addition to the above matters, our company has no major matters that should be disclosed but not disclosed with respect to Wuhan Ddmc Culture & Sports Co.Ltd(600136) no disclosure.
Reply of contemporary group:
1. From the voting right entrustment to May 12, 2022, our company has not formally negotiated and reached an agreement with guochuang capital on Wuhan Ddmc Culture & Sports Co.Ltd(600136) voting right entrustment, control right and other matters. Of which:
(1) On January 29, 2022, Wuhan Ddmc Culture & Sports Co.Ltd(600136) issued the announcement of the annual performance loss in 2021. Guochuang capital met with the relevant principals of our company to discuss how to help the listed company reverse its operating conditions. The negotiation did not involve the change of control. Subsequently, we learned that the loss of personnel of listed companies may affect the daily operation. Based on the attitude of being responsible for the listed company, AI Luming went to Wuhan Ddmc Culture & Sports Co.Ltd(600136) , as the actual controller of contemporary group, on February 16 to ask the directors and supervisors to perform their duties as shareholders on behalf of our company.
(2) On March 18 and April 18, our company received two letters from guochuang capital, first requesting the termination of negotiation and then unilaterally terminating the entrustment of voting rights. In view of the fact that the termination of the voting right entrustment needs to be agreed by both parties, our company wrote to guochuang capital on April 18: according to the agreement of both parties, it has no right to unilaterally terminate the voting right entrustment.
2. On May 13, after learning that the listed company disclosed the reply to the inquiry letter of Wuhan Ddmc Culture & Sports Co.Ltd(600136) on matters related to abnormal fluctuations in stock trading, our company maintained close communication with guochuang capital. On May 21, our company learned from guochuang capital that the company “decided to respect the legislative intent of the securities law, maintain the stable development of listed companies and maintain the stability of control of listed companies during the commitment period”. The specific situation is subject to the announcement of listed companies.
In addition to the above matters, our company has no major matters that should be disclosed but not disclosed with respect to Wuhan Ddmc Culture & Sports Co.Ltd(600136) no disclosure.
Reply of listed company:
Guochuang capital, the controlling shareholder of the company, and contemporary group, the major shareholder of the company, have checked in accordance with the requirements of the regulatory work letter. At present, there are no other major matters that should be disclosed but not disclosed. All parties expressed a positive attitude of continuing consultations. The listed company and all directors, supervisors, senior managers, controlling shareholders, actual controllers and relevant parties will do a good job in information disclosure in accordance with laws and regulations in a responsible attitude to investors and protect the interests of investors. At the same time, the company will also continue to maintain smooth investor communication channels, actively respond to investor concerns, and do a good job in investor calls and visits.
It is hereby announced.
Wuhan contemporary mingchengwen
