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 responsibility for the truthfulness, accuracy and completeness of the contents.
Shanghai Fukong Interactive Entertainment Co., Ltd. (hereinafter referred to as “Company” and “Fukong Interactive”) issued the “Prompt Announcement of Shanghai Fukong Interactive Entertainment Co., Ltd. on the Planning of the Sale of Major Assets” on January 23, 2019. Announcement No.: Pro 2019-019), Shanghai Hongtou Network Technology Co., Ltd. (hereinafter referred to as “Hongtou Network”), a wholly-owned subsidiary of the company, intends to sell its wholly-owned subsidiary, Jagex Limited (hereinafter referred to as “ Jagex”) 100% equity (hereinafter referred to as “target asset 1”).
On February 20, 2019, the company issued the “Shanghai Fukong Interactive Entertainment Co., Ltd. Announcement on the Progress of Planning the Sale of Major Assets and the Announcement of the Prospective Transferee of the Public Offering” (Announcement No.: Pro 2019-038), Hongtou The network intends to jointly 100% equity of Jagex together with 100% equity of Hongtou Network (Hong Kong) Co., Ltd. (hereinafter referred to as “Hongtou Hong Kong”) (hereinafter referred to as “Target Asset 2”, the underlying assets and the underlying assets 2 are collectively referred to as “target assets”. Packaged for sale (hereinafter referred to as “this transaction” or “this major asset sale” or “this sale”), the company intends to openly collect the intended transferee.
I. The latest progress of this major asset restructuring:
The company has publicly collected the intended transferee and publicly invited the transferee to make quotations and other procedures. As of the disclosure date of this announcement, the progress of this major asset restructuring is as follows:
Beginning on April 15, 2019, the company began to conduct business negotiations on the contents and terms of the equity transfer agreement with a number of proposed transferees who submitted the quotation application materials and confirmed by the company’s evaluation team. On May 3, based on the negotiations with the proposed transferee, the company finally determined Platinum Fortune, LP as the ultimate transferee of the major asset sale. The transferee is a limited partnership established by PlatosSama Holdings, Inc. for the transaction. Founded by leading American lawyers and financial professionals, Plutos Sama Holdings, Inc. is involved in global M&A transactions, intellectual property litigation, international trade disputes, corporate finance, M&A financing, real estate investment, non-performing asset acquisition and management. Its main partner-controlled company now has offices in several US states as well as the UK, Germany, Poland and the Middle East. The earliest investment management business within the corporate system controlled by its main partner began in 1978. Its main partners control hundreds of employees.
At present, the company has basically reached an agreement with the ultimate transferee on the entire contents and terms of the Equity Transfer Agreement (hereinafter referred to as “this Agreement”). It mainly includes: Hongtou Network agrees to transfer its underlying assets to Platinum Fortune, LP in accordance with the terms and conditions of this agreement. Platinum Fortune, LP agrees to pay the transaction consideration to Honghong Network in cash in accordance with the terms and conditions of this agreement. To transfer the underlying asset. After the transaction is completed, Platinum Fortune, LP will directly hold the underlying assets. Within 40 working days from the effective date of this agreement, the counterparty shall pay all the transaction considerations to the escrow account (the bank account established by the third party law firm recognized by all parties) in full cash, and complete the payment at the counterparty. At the same time, both parties to the transaction completed the transfer of the underlying assets.
The consideration of this transaction has not been finalized. After the final confirmation of the two parties, the company will fulfill its information disclosure obligations in a timely manner.
The validity of this agreement, the confidentiality clause and the dispute settlement clause shall become effective after the establishment of this agreement. The other clauses shall become effective after satisfying all the following conditions: (1) The transaction is decided by the executive directors and shareholders of Hongtou Network; 2) The transaction was reviewed and approved by the board of directors of Fukong Interactive; (3) The transaction was reviewed and approved by the Fukong Interactive Shareholders’ Meeting.
At present, the relevant transfer work for the final transferee is underway. After the completion of the relevant work of the company, the “Equity Transfer Agreement” will be signed with the ultimate transferee, and the board of directors will review the “Equity Transfer Agreement” and the “Significant Assets Sale Report (Draft)” and other proposals related to this major asset restructuring.
At present, the company and related parties are continuing to promote various tasks related to this major asset restructuring. The company will promptly perform the internal and external decision-making procedures required for this major asset restructuring, and timely fulfill its information disclosure obligations in accordance with the progress of major asset restructuring.
2. Disclosure of the previous major asset restructuring:
On January 23, 2019, the company issued the “Prompt Announcement of Shanghai Fukong Interactive Entertainment Co., Ltd. on the Planning of the Sale of Major Assets” (Announcement No.: Pro 2019-019).
On February 20, 2019, the company issued the “Shanghai Fukong Interactive Entertainment Co., Ltd. Announcement on the Progress of Planning the Sale of Major Assets and the Announcement of the Transferee of the Pre-Open Call for Intention” (Announcement No.: Pro 2019-038) The intention to transfer the intention to the transferee in advance.
On March 2, 2019, the company issued the “Announcement of Shanghai Fukong Interactive Entertainment Co., Ltd. on the sale of the transferee of the equity of the overseas Sun company” (see company announcement: Pro 2019-047), in the previous pre-collection announcement On the basis of the disclosure of the relevant background and purpose of the sale of the underlying assets, clear the deadlines and data requirements of the proposed transferee to submit the application materials and other related matters.