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[information] Hua Digital Media has suspended trading from today, controlling shareholders or planning...
On the evening of December 25, Hua Digital Media released two announcements, "Huaden Media Holdings Co., Ltd.'s Suspension Announcement Concerning Major Events," and "Announcement on the Controlling Shareholders of the Huada Group to Avoid Delays in the Competition with the Industry," announcing the company's shares. The suspension of trading from December 26th is expected to stop for more than 10 trading days.
According to the announcement, since the integration of Zhejiang Huada Assets has not yet been completed, it is still in a loss state. The current placement of listed companies is not conducive to improving the listed companies' ability to continue operating, and is not conducive to protecting the interests of listed companies and all shareholders. Therefore, the Huada Group intends to postpone its commitments, continue to actively promote the integration of Zhejiang Huadian, and increase its profitability, and promises to convert the assets and businesses that have been completed and held by Zhejiang Huaji before October 19, 2019. Place listed companies in an appropriate manner.
The following is the full text of the announcement:
Securities code: 000156 Securities abbreviation: China Digital Media Bulletin No.: 2017-058
Suspension announcement on planning major events
The company and all members of the board of directors ensure the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements or major omissions.
In view of the fact that Zhejiang Huashe Radio & TV Network Co., Ltd. has not fulfilled the conditions for placing Huadian Media Holdings Co., Ltd. (hereinafter referred to as “the companyâ€) (please refer to the “Announcement Concerning the Announcement of the Prohibition of Delay in Commuting Competition of the Controlling Shareholder of Huadian Group Co., Ltd.†at the same time “Announcement No. 2017-57), the controlling shareholder China Digital Digital TV Media Group Co., Ltd. is currently planning major events for the placement of other profitable assets into the company, which may constitute a major asset reorganization. Due to uncertainties in this matter, in order to ensure the fair disclosure of information, safeguard the interest of investors, and avoid abnormal fluctuations in the company's stock price, according to the relevant provisions of the Shenzhen Stock Exchange, the company's stock, (stock abbreviation: Wada Media, Securities Code: 000156) The suspension of trading is expected to begin on the morning of Tuesday, December 26, 2017 (Tuesday). It is expected that the suspension period will not exceed 10 trading days. After the related matters are determined, the company will issue related announcements in time and resume trading or transfer to major asset restructuring. Suspension of the program. During the suspension of the company's stock, the company will perform the corresponding examination and approval procedures and information disclosure obligations in strict accordance with the relevant laws and regulations in accordance with the progress of related matters.
The information disclosure media designated by the company are China Securities Journal, Securities Times, Securities Daily, Shanghai Securities News, and http:// The relevant information is disclosed by the company in the above specified media. The information shall prevail. Investors are advised to pay attention to relevant announcements and pay attention to investment risks.
Special announcement.
Hua Digital Media Holdings Co., Ltd.
Board of Directors
December 25, 2017
Stock Code: 000156 Stock Abbreviation: China Digital Media Bulletin Number: 2017-057
Hua Digital Media Holdings Co., Ltd.
Announcement on the Controlling Shareholders of the Company to Avoid Delays in the Competition of the Same Industry
The company and all members of the board of directors ensure the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements or major omissions.
According to the relevant regulations and requirements of the "China Securities Regulatory Commission, Guidelines for the Supervision of Listed Companies No. 4 - Actual Controller of Listed Companies, Shareholders, Affiliates, Acquirers, and Promises and Performance of Listed Companies," and in order to protect the interests of the company and all shareholders, the company The controlling shareholder Huadian Digital TV Media Group Co., Ltd. (hereinafter referred to as “HuaDou Groupâ€) intends to extend its special commitment on avoiding competition in the industry during the company’s 2012 major asset restructuring.
I. Original commitments during the major asset restructuring in 2012
During the company's major asset restructuring in 2012, the Huada Group issued the “Special Letter of Commitment on Avoiding Competition with Hunan Jiarui New Materials Group Co., Ltd.â€, which mainly includes the following:
The Huada Group promises that, in line with relevant national policies, the Huada Group will put the assets and businesses that have been completed and held by Zhejiang Huaji into a proper manner within five years after the major assets restructuring is approved and implemented. For a listed company, the specific transaction method will be determined according to the specific conditions of the listed company and the assets placed at that time.
Second, the reasons for the delayed implementation of the commitment
According to the Notice on Accelerating the Integration and Development of "One Province and One Network" of the Radio and Television Cable Network (Zhejiang Committee Office [2011] No. 100), in order to implement the Central Government's plans to deepen the reform of the cultural system and accelerate the integration of the radio and television cable networks. Requirements, with the consent of the provincial party committee and the provincial government, to accelerate the integration and development of "one province, one network" in the radio and television cable network in Zhejiang Province. Zhejiang Huadian, as a provincial radio and television network company, is the main entity in the integration of broadcast and television networks in Zhejiang Province. It promotes integration by using capital as a link and integrated operation and management.
At present, this work has made positive progress. However, due to the large number of areas involved in integration and the large amount of integration work, the integration of the province's cable network assets has not yet been fully completed. At the same time, due to the weak profitability of cable network assets in some regions, although Zhejiang Huahua has seen significant losses, it is still in a state of loss. The main financial data for the most recent two years are as follows:
Note: The data for January to October 2017 have not been audited.
Since the integration of Zhejiang Huaji’s assets has not yet been completed, it is still in a loss state. The current placement of listed companies is not conducive to improving the listed company’s ability to continue operations, and is not conducive to protecting the interests of listed companies and all shareholders. Therefore, the Huada Group intends to postpone its commitment, continue to actively promote the integration of Zhejiang Huaji, and increase its profitability, and inject it into the listed company in an appropriate manner by October 19, 2019.
Third, the promise after the change
The Huada Group only extended the promised performance deadline, that is, the promised performance period was approved by the major assets reorganization and extended to within five years after completion of the implementation to October 19, 2019. Other commitments remain unchanged, as follows:
The Huada Group promises that, in line with relevant national policies, the Huada Group will put the assets and businesses that have been completed and held by Zhejiang Huaji into the listed company in an appropriate manner by October 19, 2019, with specific transactions. The method will be determined according to the specific conditions of the listed company and the assets that are put into place.
IV. Deliberation
On December 22, 2017, the company held the 20th meeting of the 9th Board of Directors and the 16th meeting of the 9th Board of Supervisors. The meeting examined and approved the Proposal on the Extension of the Wada Group's Controlling Shareholders in Avoiding Competing in the Industry Competition. Directors Wang Jianer, Shen Linhua and Feng Zhongming evaded voting, and 7 non-affiliated directors passed unanimously by 7 votes. The motion still needs to be submitted to the company's general meeting of shareholders for approval.
The independent directors of the company believe that the time limit for fulfilling the commitments by the controlling shareholder is in line with the actual situation of “One Province, One Network†integration of the Zhejiang Cable Network Company and the “4th Guidelines for the Supervision of Listed Companies of the China Securities Regulatory Commissionâ€â€”the actual controller and shareholder of the listed company. "Party, Acquirer, and Promises and Performance of Listed Companies" and other related regulations and requirements, and the procedures for deliberation and voting of the change commitments are in compliance with relevant regulations. Prolongation of commitments is beneficial to the protection of the interests of all shareholders, and there is no harm to the interests of the company and other shareholders, especially small and medium shareholders.
The board of supervisors of the company believes that the deliberation and decision-making procedures for the implementation of the deferred commitments of the controlling shareholder meet relevant laws and regulations, and are in the interests of the company and all shareholders. There is no harm to the interests of the company and other shareholders, especially small and medium shareholders.
V. Documents for reference
1. Resolutions of the 20th meeting of the 9th Board of Directors;
2. Resolutions of the 16th meeting of the 9th Supervisory Committee;
3, independent directors' opinions.
Special announcement.
Hua Digital Media Holdings Co., Ltd.
Board of Directors
December 25, 2017