Co-Founders of Naxos Music Group and Classical Music Museum Limited Dispute Purported Acquisition of Naxos Music Group

Rhea-AI Summary

Naxos Music Group co-founders Klaus Heymann and Takako Nishizaki and Classical Music Museum Limited dispute a purported acquisition of Naxos Music Group by Kuke Music Holding Limited (NYSE: KUKE). They say the September 30, 2025 newsletter describing the deal "does not contain the whole truth" and that Classical Music is in disputes with Naxos One and Desun about share transfers and new-share issuance to Kuke Music.

The statement notes a board resolution on August 4, 2025 to terminate NMG's cooperation with Beijing Kuke, effective September 30, 2025, and that NMG digital libraries should be unavailable in Mainland China from October 1, 2025. Public records cite monetary judgments and restrictive/asset-freezing orders against Beijing Kuke and Mr. Yu He.

Positive

• Board resolved to terminate Kuke Beijing cooperation on Aug 4, 2025
• Termination effective Sept 30, 2025, per board resolution

Negative

• Purported acquisition of NMG by Kuke Music is disputed
• NMG digital libraries likely unavailable in Mainland China from Oct 1, 2025
• Multiple creditors obtained monetary judgments against Kuke Beijing (public records)
• Mr. Yu He subject to asset-freezing and restrictive court orders (public records)
• Classical Music in active disputes over Naxos One share issuance to Kuke Music

Insights

Corporate Governance and Legal Analyst

Co-founders and a shareholder contest a claimed acquisition and warn of licensing termination and court restrictions.

The dispute centers on whether Kuke Music Holding Limited completed an acquisition of Naxos Music Group through purchases from Desun and new shares in Naxos One; the Co-Founders and Classical Music state they did not consent and that parallel disputes involving Naxos One and Desun remain open. The statement also records that the holding‑company board resolved on September 30, 2025 to terminate collaboration with Beijing Kuke Music Co., Limited because of long‑term arrears in licensing fees, and that a director, Mr. Yu He, resigned on September 7, 2025.

There are concrete legal and operational dependencies: public records allegedly show monetary judgments against Kuke Beijing, restrictive court orders affecting its spending and asset‑freezing orders against Mr. Yu He. The statement warns that continued use of NMG digital services via Kuke entities could infringe NMG rights and urges users to seek legal advice.

The immediate facts to watch are the resolution effective date September 30, 2025, the resignation on September 7, 2025, any court filings or judgments that resolve the disputes between Classical Music, Naxos One and Desun, and public confirmations from Kuke Music or Naxos One clarifying share transfers; these items will clarify control and licensing status over the next weeks to months.

HONG KONG, Oct. 22, 2025 /PRNewswire/ -- Klaus Heymann and Takako Nishizaki, Co-Founders of Naxos Music Group (NMG), are shareholders of the holding company of NMG, a leading producer and distributor of classical music worldwide. Naxos One Holding Limited (Naxos One) is the other shareholder of the holding company of NMG. Classical Music Museum Limited (Classical Music), a holding company focused on classical music investments, holds interests in NMG through its shareholdings in Naxos One. Today, the Co-Founders and Classical Music issued a statement disputing the validity of a purported acquisition by Kuke Music Holding Limited (NYSE: KUKE) (Kuke Music) of NMG, as described in a newsletter issued by NMG on September 30, 2025.

The statement reads:

"The newsletter issued by NMG on September 30, 2025 does not contain the whole truth and hence may mislead the general public. It appears that the purported acquisition comprises Kuke Music's purported purchase of shares of Naxos One from Desun Holding Limited (Desun) and Naxos One's purported issuance of new shares to Kuke Music (the Purported Acquisition)."

The Co-Founders commented, "We have never given our consent to the Purported Acquisition in circumstances where certain information requested by us was not provided. More importantly, Classical Music, the indirect shareholder of NMG, is currently in disputes with both Naxos One and Desun regarding the Purported Acquisition. Amongst other matters, these disputes involve Naxos One's purported issuance of new shares to Kuke Music." 

Mr. Heymann continued, "Further, on August 4, 2025, due to Beijing Kuke Music Co., Limited (Kuke Beijing)'s long-term arrears in paying NMG's licensing fees, the board members of NMG's holding company unanimously resolved to terminate NMG's collaboration with Kuke Beijing for hosting and marketing of NMG's digital services in China, effective September 30, 2025. The board members included Mr. Yu He, the de facto controller and director of Kuke Music at the time of the resolution, and the Chairman, General Manager and Legal Representative of Kuke Beijing at all material times, and Mr. Yu Long, the de facto controller and director of Kuke Music at all material times. During the relevant meeting, Mr. Yu He, both in his own capacity and on behalf of Mr. Yu Long, agreed that NMG would terminate its cooperation with Kuke Music on September 30, 2025. Mr. Yu He has since resigned as director of the holding company of NMG on September 7, 2025. Libraries such as Naxos Music Library, Naxos Spoken Word Library, Naxos Video Library, as well as subscription and download services of NMG's content on www.kuke.com should no longer be available in Mainland China from October 1, 2025 onwards."

According to public records, multiple creditors of Kuke Beijing have obtained monetary judgments against it in Mainland China, the subject matter of which includes contractual disputes. Kuke Beijing is also under various restrictive orders issued by the courts in Mainland China with regard to its spending. Kuke Beijing's current financial status is unknown. In addition, according to public records, Mr. Yu He is also subject to a number of asset-freezing orders made by courts in Mainland China; similarly, he is subject to various restrictive orders issued by the courts in Mainland China with regard to his spending.

The statement also warns that any continuation of use of NMG's digital services in Mainland China or elsewhere through Kuke Beijing, Kuke Music or companies controlled by or associated with them, whether directly or indirectly, may constitute infringement of the rights of NMG. Users should be cautious and should take independent legal advice if in doubt.

For investor and media inquiries, please contact:
naxosshareholders@christensencomms.com

View original content:https://www.prnewswire.com/news-releases/co-founders-of-naxos-music-group-and-classical-music-museum-limited-dispute-purported-acquisition-of-naxos-music-group-302591445.html

SOURCE Classical Music Museum Limited

FAQ

What did Naxos co-founders say about the purported KUKE acquisition on Oct 22, 2025?

They said the September 30, 2025 newsletter "does not contain the whole truth" and disputed the purported acquisition by KUKE.

Will Naxos Music Library content remain available on KUKE's platforms in China after Oct 1, 2025?

The statement warns NMG libraries and subscription/download services should no longer be available in Mainland China from Oct 1, 2025.

What legal actions affecting Kuke Beijing and Mr. Yu He are referenced in the Oct 22, 2025 statement?

Public records cited monetary judgments against Kuke Beijing and asset-freezing and restrictive orders against Mr. Yu He.

Did Naxos' board formally end cooperation with Kuke Beijing and when?

Yes; the board unanimously resolved on Aug 4, 2025 to terminate cooperation, effective Sept 30, 2025.

How do the disputes affect share control of Naxos Music Group (KUKE related)?

Classical Music says it is in disputes with Naxos One and Desun over the Purported Acquisition and new shares issued to KUKE, which challenges the transaction's validity.