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

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 related issues of Jiangsu Lukang culture Limited by Share Ltd non public development bank on April 15, 2020, which is issued by the Shanghai Stock Exchange (Shanghai Securities Exchange 2020 [0359]).

Jiangsu Lukang culture Limited by Share Ltd:

In April 15, 2020, your company disclosed plans for non-public offering of shares, and proposed to introduce strategic investors to Huaibei Central Lake belt and Anhui new material fund. According to the Listing Rules of the stock market, Seventeen point one The relevant provisions of the article are now requested to verify the following items and disclose them.

1. The announcement said that after the completion of the non-public offering, Huaibei Central Lake belt will hold a company. 10.85% Shares become the largest shareholder of the company, and the Anhui new material fund will own the company. 8.47% Shares become the third largest shareholder of the company. This non-public offering will not lead to changes in the actual controller of the company. My department is concerned that by the end of 2019, the company issued a suggestive announcement of the transfer of shares and the actual controller's change, saying that the controlling shareholders and major shareholders of the pre controlling company have signed the relevant framework agreement and voting authorization agreement with the Huaibei construction investment company. After the completion of the transaction, the company's actual controller will be changed to Huaibei construction investment (the total proportion of voting rights is the total share capital of that time). 25.64% ) the above transactions It is still advancing. One of the non-public offering targets of the company is also the Huaibei Central Lake belt controlled by Huaibei construction and investment (Huaibei Central Lake belt) as a wholly owned subsidiary of Huaibei construction and Investment Corporation. Please add:

1, the current stage and the latest progress of the company's early planning control transfer matters. Whether the non-public issuance and pre control transfer transactions constitute a package deal, whether they are mutually traded, whether there are significant changes in the transfer of control rights, and whether there are other major transaction arrangements that have not been disclosed;

2, in the early stage, the company's real controller has signed a framework agreement on equity transfer with Huaibei construction investment to transfer shares to Huaibei construction and investment. The Central Lake belt of Huaibei won the right to vote in the non-public offering. 10.85% (c) did not share the shares and voting rights with the previous Huaibei construction company (together with the total share capital of the company). 25.64% The reasons for the merger, the main considerations and Compliance;

3, combined with the above questions, it is explained that whether the Huaibei Central Lake Zone identified as a strategic investor rather than a real controller (or its co operative person) is accurate and inconsistent with the previous information disclosure.

Two. On the same day of the plan disclosure, the company announced that the company's shareholders, Miao Jin Yi, would hold the company's holdings. 5.32% The right to vote is entrusted to the company's real controller Qian Wenlong unconditionally. However, in the early days, the major shareholders, including Liao Jinyi, had already made clear in the previous framework agreement on equity transfer, and the voting rights of major shareholders including Liao Jin Yi should be revoked to Huaibei construction investment. Requests the company to disclose further:

1. In the early stage, it was clear that the voting rights of Liao Jinyi's shares should be entrusted to Huaibei construction and investment in the future.

2, the main consideration of Liao Jinyi's delegation of voting rights to Qian Wenlong is that if Liao Jinyi did not delegate the voting rights to Qian Wenlong this time, whether the non-public offering led to the tender offer and related restriction of the Huaibei central construction company Huaibei Central Lake belt.

Three. According to the announcement, one of the non-public offering targets is Anhui new material fund. Huaibei construction investment is one of the investors of Anhui new material fund. And Huaibei construction investment company, Anhui new material fund and the listed company jointly invested 1 billion yuan to set up a subsidiary Huaibei Lukang, with the contribution ratio of 30%, 20% and 50%, respectively. The Huaibei construction investment company is no longer involved in the establishment of a joint venture. It is adjusted to provide liquidity support through the Huaibei central investment company, which is a subsidiary of the Huaibei construction investment company, and participates in this non-public development company. In April 7, 2020, it transferred the Huaibei industrial investment to the company without paying the 30% equity capital corresponding to the registered capital of Huaibei Lukang. Requests the company to disclose further:

1, Huaibei construction investment is no longer involved in the establishment of a joint venture company, instead of the main consideration of providing liquidity support through the Huaibei round lake belt participating in this non-public development company.

2, in light of the proportion and position of Huaibei construction investment company and its subsidiaries in Anhui new material fund, it shows that there is no main basis for the consistent action relationship between Anhui new material fund and Huaibei construction investment.

3, such as Huaibei construction investment, Huaibei Central Lake belt, Anhui new material fund three parties constitute a concerted action relationship, whether the three party is due to this non-public offering trigger tender offer and related restrictions on sale obligations.

Please ask the sponsor of this non-public offering to issue a verification opinion on the above issues one by one.

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

April 15, 2020