Lugang Culture (601599): Supplementary Agreement Signed By Shareholders To The Framework Agreement On Share Transfer

Notice of Jiangsu Lugang Culture Co., Ltd. on the supplementary agreement signed by shareholders to the framework agreement on share transfer

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 shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.

(hereinafter referred to as the "agreement on the transfer of shares" between the shareholders of Huaibei Group Co., Ltd. and the shareholders of the company (hereinafter referred to as "the framework agreement") was signed by and between Mr. Xu and Mr. Miao. At the same time, the total shares held by Mr. Xu and Mr. Miao were transferred to the listed companies respectively, with a total of 1086.5% of the shares held by the listed companies, namely, the shares held by Xu Yudong and Mr. Miao Jianqun will be transferred to the listed companies respectively at the same time, The voting rights represented by 048 shares (corresponding to 15.4354% of the company's shares) are exclusively, gratuitously and irrevocably entrusted to Huaibei construction investment or its subsidiaries. It is stipulated in the framework agreement that no later than December 31, 2019, both parties shall sign a formal share transfer agreement on the transfer of the subject shares and deliver the subject shares in accordance with the agreement. (see announcement 2019-072 for details)

Since both sides of equity transfer still need to further discuss and improve the transfer scheme and transaction details, on December 30, 2019, the company's actual controller Qian Wenlong and shareholders Miao Jinyi, Xu Qun, Yuan Aiguo, Huang Chunhong, Zou Guodong and Zou Yuping signed the supplementary agreement on the framework agreement of share transfer with Huaibei construction investment, which is the most important part of signing the formal equity transfer agreement as stipulated in the framework agreement The late period will be extended from December 31, 2019 to June 30, 2020.

The main contents of the supplementary agreement are as follows:

Party A: Qian Wenlong, Miao Jinyi, Xu Qun, Yuan Aiguo, Huang Chunhong, Zou Guodong, Zou Yuping

Party B: Huaibei Construction Investment Holding Group Co., Ltd

Whereas:

Party A and Party B have signed the framework agreement on share transfer of Jiangsu Lugang Culture Co., Ltd. (hereinafter referred to as the "framework agreement") on November 22, 2019, and agreed that the transfer of shares of Jiangsu Lugang Culture Co., Ltd

Within five working days (no later than December 31, 2019), Party A and Party B or its subsidiaries shall sign a formal share transfer agreement on the transfer of the subject shares and carry out the transaction of the target shares in accordance with the agreement.

Through friendly negotiation, Party A and Party B have agreed to make the following supplementary agreements on matters not covered in the framework agreement:

1. In order to support the target company's strategic adjustment, asset integration and optimization of business structure, highlight the main business, effectively resolve the company's potential risks and improve the future profitability, Party B or its subsidiaries agree to sign with Party A on the transfer of the target shares within five working days after meeting all the conditions stipulated in the "preconditions for transfer" in the framework agreement The latest period for signing the formal agreement is extended from December 31, 2019 to June 30, 2020.

In case of any inconsistency between the supplementary agreement and this agreement, the supplementary framework shall prevail.

3. This supplementary agreement shall come into force as of the date of signature / seal by all parties.

The company will continue to pay attention to the progress of the equity transfer and fulfill the responsibility of information disclosure according to the requirements of the regulations. Please pay attention to the subsequent announcement of the company.

It is hereby announced.

Board of directors of Jiangsu Lugang Culture Co., Ltd

December 30, 2019