[TechWeb] February 12 news, last night, Storm Group (quote 300431) issued an announcement that the company and popular online in the field of Internet audio-visual services cooperation. Subsequently, the Shenzhen Stock Exchange issued a letter of concern, requiringStorm GroupExplain the impact of this cooperation on the main business and the operating results of the year, and whether the risk of the company's main business coming to a standstill can be resolved.
The following is the full text of the concern letter of Shenzhen Stock Exchange:
Letter of concern to Storm Group Co., Ltd.
Board of Directors of Storm Group Co., Ltd.
On February 11, 2020, your company disclosed the "announcement on the signing of important contracts".
The company plans to hand over the operation rights of Storm Player APP, PC client and advertising system to Beijing Fashion online Technology Co., Ltd. (hereinafter referred to as "Fashion online"). Our department has a view of this table.
Show great concern and ask your company to verify and explain the following matters:
1. Whether the above agent operation arrangements meet the requirements of Internet video-related laws and regulations and regulatory authorities, whether they need to go through the relevant approval procedures, and whether there are legal risks. Ask a lawyer to check and give a clear opinion.
2. Please further explain why the board of directors of your company did not submit the agreement to the shareholders' general meeting for consideration and whether it is in line with the provisions of the articles of association of the company. Ask a lawyer to check and give a clear opinion.
3. Your company and popular online are both engaged in Internet video business. In the process of cooperation, your company needs to disclose to popular online all kinds of agreements or commitments reached with end users, as well as all technical, commercial and other information related to this cooperation, and provide PC client software code, APP code, advertising system and other information for popular online use.
Please add whether there is a conflict of interest in the cooperation between your company and popular online, how your company fully protects the interests of listed companies in the process of cooperation with popular online, and whether there is the suspicion of hollowing out listed companies in this cooperation. whether the directors of your company are diligent and conscientious in considering the above cooperation matters.
4. The cooperation agreement signed between your company and popular online stipulates that the income from the operation of PC client and APP will be divided according to the proportion of 3:7 of both parties after deducting the cost.
It is stipulated in the Camp Authorization that popular online enjoys member revenue and advertising revenue from operation.
The right to all benefits. Please add whether there is any conflict in the above provisions and whether they exist.
Legal risk. Ask a lawyer to check and give a clear opinion.
5. In the early stage, our department sent a letter of concern to your company about the cooperation between Vogue Network and Storm TV. Up to now, your company has not replied. Please explain why you did not reply to our concern letter, whether there is any relationship between the above matters and the cooperation matters disclosed by your company, and whether your company has fulfilled the obligation of information disclosure with regard to the relevant cooperation matters with popular online in a timely manner.
6. Your company convened a board of directors to review the above cooperation matters on February 7, 2020, and the company's stock price rose by the limit on that day. Please provide additional information on the confidentiality measures taken in the planning and consideration of the above cooperation matters and whether there is any information leakage.
7. Your company, in the light of the verification of the above matters and the various risks currently existing in the company, fully remind the investors of the relevant risks.
8. Other matters that your company thinks need to be explained.
Please give a written explanation on the above issues, and submit the relevant explanatory materials to our department before February 17, 2020, and copy them to the Supervision Office of listed companies of Beijing Securities Regulatory Bureau. At the same time, our Ministry solemnly reminds you that listed companies must strictly abide by laws, administrative regulations, departmental rules, normative documents, Shenzhen Stock Exchange gem listing rules and other relevant regulations of Shenzhen Stock Exchange, conscientiously and promptly perform the obligation of information disclosure, and ensure that the disclosed information is true, accurate and complete, and there are no false records, misleading statements or major omissions.
I hereby write to inform you.
Gem Company Management Department
February 11, 2020