Lukang Culture (601599): Receiving The Inquiry Letter From Shanghai Stock Exchange

Jiangsu Lukang culture Limited by Share Ltd announcements on receipt of Shanghai stock exchange inquiry letter

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

The Jiangsu Lukang culture Limited by Share Ltd (hereinafter referred to as "company" or "Lukang culture") received the inquiry letter on the assets related to Jiangsu Lukang Culture issued by the Shanghai stock exchange in December 16, 2019 (letter 2019 of the Shanghai letter [3096]). The details are as follows:

Jiangsu Lukang culture Limited by Share Ltd:

In December 14, 2019, your company announced the announcement that it intends to transfer the 47% stake of Tianyi film and television company to Xinyu's good fortune. In accordance with the relevant provisions of article 17.1 of the stock listing rules, we invite your company and interested parties to verify the following items and disclose them. 1. According to the announcement, the company acquired the 51% stake in Tianyi film and TV in 2015 in cash in the form of cash acquisition and capital increase. The transfer price was 217 million 320 thousand yuan, and in 2017 the company acquired a 45% stake in Tianyi film and TV company held in Xinyu by cash in 2017, and the transfer price was 395 million yuan. Until now, the company held a 96% stake in Tianyi film and Television Co., which paid 612 million yuan in total. The sale price of the 47% stake in Tianyi TV was 409 million yuan. Please disclose the following items:

1, combined with the development trend of the industry and the situation of the same industry, it explains the reasonableness and fairness of the main parameters of this transaction.

2, whether the company and the Xinyu counterpart, Wu Yi, whether or not to sign other agreements or other arrangements for the sale of Kang Tianyi film and television, are the main considerations to sell the movie of heaven and nature to Xinyu's good.

Two, according to the announcement, the company's early acquisition of Tianyi film and television transactions to Xinyu, Wu Yi, the promise of the 2017 -2019 annual profit net profit of not less than 100 million yuan, 120 million yuan, 150 million yuan, Tianyi film 2017-2018 completed performance commitments. Tianyi film net profit -4180.06 million in the first three quarters

Yuan is far below the 2019 annual performance pledge promised by the former counterparty. Please disclose the following items:

1, according to the current 2019 accounting year, the company should combine the actual performance of Tianyi film and television to explain the approximate amount of performance compensation in 2019, and whether the above performance compensation is considered in the transaction valuation.

2, the transaction is exempt from the 2019 performance compensation undertaking of the counterparty, whether it violates the relevant requirements of the listed companies' Supervisory Guidelines No. fourth - the actual controllers of listed companies, shareholders, related parties, acquirers and commitments and performance of listed companies.

3, the company asks the company to combine the above questions to explain that if the previous counterparty may not be able to fulfill the future performance promise and the listed company is about to receive the performance compensation, the company will transfer the rationality of the transfer of Tianyi TV to the counterparty performance compensation business, whether it will damage the interests of the listed company, and invite the independent directors to make clear opinions on this matter.

Three. According to the announcement, the company provides a total of loan principal and interest to Tianyi TV and its subsidiaries.

1 billion 58 million yuan, the company agreed with the providence investment that the above loans were paid off in 5 years, and the accounts receivable which were invested by Providence were mortgaged. Company:

1, disclose the above borrowing amount, interest, time limit and reasons for the implementation of the internal decision-making procedures, specific purposes, and whether there is an overdue situation.

2. Disclose the amount of the accounts receivable, other receivables, prepaid accounts, causes, arrears, and the relationship between the debtors and the listed company and the counterparty.

3. The disclosure of the accounts receivable, other receivables, prepaid accounts and the provision for bad debts will be disclosed one by one. In the light of the foregoing situation and the future performance of Tianyi film and the rate of accounts receivable, the feasibility of the five year repayment plan of Tianyi film and television is guaranteed. Whether the guarantee measures can protect the interests of listed companies, and the company's independent directors should make clear opinions on the matter.

4, do you have any other financial transactions, guarantees or other economic interests between your company and its subsidiaries? After the completion of this transaction, whether there is a case of Tianyi film occupying the capital of the listed company, if yes, please explain the solution and schedule.

Four, the company requests the company to supplement the main financial data of Tianyi film and television to disclose the amount and calculation process of the sale of Tianyi film to the company in 2019, and requests the annual auditor to make clear opinions on the specific accounting treatment and whether it meets the accounting standards of enterprises.

Five, according to the announcement, the transaction price will be paid in 4 years, and the first payment will be paid before December 31, 2019, and the payment amount will be 21% of the total consideration. The equity of the trading target company will be completed within five days after the adoption of the general meeting of shareholders. Company:

1, according to the creditworthiness and financial strength of the counterparty, whether it has the corresponding performance capability, whether the performance guarantee is reasonable, whether the interests of the listed company can be guaranteed, and whether there is any uncertainty in the recovery of the share transfer fund of the listed company;

2, in the case of paying only 21% of the total transaction price, that is, whether the transfer of transactions is harmful to the interests of listed companies.

Your company and all directors, supervisors, senior managers and intermediaries should be conscientious and conscientious in implementing the above matters in line with the responsibility of investors. We request the company to disclose immediately after receiving this inquiry letter, and reply to our department in written form within 5 trading days, while fulfilling the corresponding information disclosure obligation.

In accordance with the requirements of the Shanghai stock exchange, the company will actively organize all parties to reply to the questions involved in the inquiry letter and fulfill the obligation of information disclosure in a timely manner. We invite investors to pay attention to investment risk.

Notice hereby.

Jiangsu Lukang culture Limited by Share Ltd board of directors

December 16, 2019