Ningbo Chuangyuan Culture Development Co., Ltd.
Announcement on the Signing of Investment Agreement and Progress of External Investment
The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
Special Reminder:
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Ningbo Cool Play Culture and Creative Co., Ltd. (hereinafter referred to as "Cool Play") and its actual controller Wu Shengfeng have established Zhejiang Chuangku Future Culture and Creative Co., Ltd. (hereinafter referred to as "Chuangku Future" or "Target Company") in Ningbo City, Zhejiang Province. The Target Company will incorporate the complete operating assets and corresponding operating teams of over 30 mature and profitable stores within the Cool Play system. After the operating assets of these over 30 stores are incorporated into the Target Company, the Target Company's audited pro forma consolidated net profit for 2025 shall be no less than RMB 10 million, and its valuation as of December 31, 2025, shall be no less than 8 times the pro forma consolidated net profit. Provided that the Target Company meets the conditions stipulated in the Letter of Intent, Ningbo Chuangyuan Culture Development Co., Ltd. (hereinafter referred to as "the Company" or "Chuangyuan Shares") will acquire 90% of the equity of the Target Company held by Cool Play at a price based on 8 times the pro forma consolidated net profit for 2025. For specific details, please refer to the "Announcement on the Proposed External Investment" disclosed by the Company on April 17, 2026 (Announcement No.: 2026-034).
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The Company held the 18th meeting of the Fourth Board of Directors on August 5, 2026, and deliberated and approved the "Proposal on the Company's Proposed Signing of Investment Agreement" with 8 votes in favor, 0 votes against, and 0 abstentions. On August 6, 2026, the Company signed the "Investment Agreement Regarding Zhejiang Chuangku Future Culture and Creative Co., Ltd." with Cool Play and its actual controller Wu Shengfeng in Ningbo City, and plans to use its own funds and raised funds to acquire 90% of the equity of Chuangku Future held by Cool Play for RMB 83.507934 million.
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There is uncertainty regarding the progress of this external investment and whether the final transaction can be completed, which may lead to adjustments or cancellation of further investment plans for the Target Company.
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The Company will, in accordance with the progress of the matter and strictly in accordance with relevant laws, regulations, and normative documents, fulfill its information disclosure obligations in a timely manner. Investors are kindly reminded to pay attention to investment risks.
I. Overview of External Investment
(I) Overview
Ningbo Chuangyuan Culture Development Co., Ltd. held the 15th meeting of the Fourth Board of Directors on April 15, 2026, and the 2025 Shareholders' Meeting on May 8, 2026, and deliberated and approved the "Proposal on the Company's Proposed External Investment." To expand the Company's domestic cultural and creative business segment and accelerate its strategic transformation, the Company intends to sign a "Letter of Intent for Investment" with Ningbo Cool Play Culture and Creative Co., Ltd. and its actual controller Wu Shengfeng in Ningbo City. Cool Play and Wu Shengfeng will establish Zhejiang Chuangku Future Culture and Creative Co., Ltd. in Ningbo City, Zhejiang Province. Cool Play will hold 90% of the equity of the Target Company, and Wu Shengfeng will hold 10% of the equity of the Target Company.