Securities code: 300603 stock abbreviation: Leon Technology Co.Ltd(300603) No.: 2022-014 Leon Technology Co.Ltd(300603)
Announcement on the realization of accounts receivable commitments for major asset restructuring, the compensation scheme for accounts receivable commitments and the repurchase and cancellation of corresponding compensation shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Leon Technology Co.Ltd(300603) (hereinafter referred to as “the company” or ” Leon Technology Co.Ltd(300603) “) held the first meeting of the Fourth Board of directors and the first meeting of the Fourth Board of supervisors on February 14, 2022, deliberated and adopted the proposal on the realization of accounts receivable commitment and compensation scheme for accounts receivable commitment and repurchase and cancellation of corresponding compensation shares in major asset restructuring. The specific contents are hereby announced as follows:
1、 Overview of major asset restructuring
On December 29, 2018, the company received the reply on approving Leon Technology Co.Ltd(300603) to issue shares to Jinpo and others to purchase assets and raise supporting funds (zjxk [2018] No. 2183) approved and issued by the China Securities Regulatory Commission, Approve the company to issue shares and pay cash to 21 counterparties such as Jinpo to purchase 100.00% equity of Hangzhou wochi Technology Co., Ltd. (hereinafter referred to as “wochi technology”); Approve the company to issue shares and pay cash to four counterparties including Qian Chifeng to purchase 100.00% equity of Guangzhou Dayi Internet Technology Co., Ltd. (hereinafter referred to as “Dayi Internet”).
Wochi technology and freshman Internet completed the transfer procedures on January 8, 2019 and January 10, 2019 respectively. With the approval of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the shares issued by the company to the counterparty have been listed on January 30, 2019.
2、 Relevant agreements on accounts receivable commitments
Target 1: wochi Technology
According to the relevant provisions of the performance compensation agreement signed by the company and the subject of compensation obligations: after the end of the performance commitment period, if the balance of accounts receivable of the subject company as of December 31, 2020 is not recovered within one year, Jinpo shall be responsible for buying it out in cash before December 31, 2021. Accounts receivable bought out, such as in the period
If Jinpo fails to buy out the above accounts receivable in cash before December 31, 2021, Jinpo shall give additional compensation to the listed company with its shares of the listed company.
If the listed company implements conversion or share distribution in the commitment year, the number of additional compensation shares shall be adjusted accordingly. After adjustment, the number of additional compensation shares = the number of additional compensation shares * (1 + conversion or share distribution ratio).
If the listed company has cash dividends during the performance commitment period, the subject of compensation obligation shall return the remaining dividend income corresponding to the separately compensated shares calculated according to the above formula after deducting the paid tax burden to the listed company free of charge.
Target 2: Freshman interconnection
According to the relevant provisions of the performance compensation agreement signed by the company and the subject of compensation obligations: the balance of accounts receivable of the subject company as of December 31, 2020 has not been fully recovered within 9 months after the end of the performance commitment period. After the completion of the performance commitment period of the compensation subject, the amount of compensation to be calculated in the next year shall be calculated according to the following formula:
Compensation amount payable by the subject of compensation obligation in the current period = [cumulative committed net profit as of the end of the current period – (cumulative realized net profit as of the end of the current period – balance of accounts receivable as of December 31, 2020 that has not been recovered as of September 30, 2021)] ÷ total committed net profit of each year within the commitment year × Current transaction price – cumulative compensated amount.
All parties within the subject of compensation obligation shall bear the compensation responsibility according to the agreed compensation proportion. The calculation formula is: the number of shares to be compensated by all parties within the subject of compensation obligation every year = the number of shares to be compensated in the current year × The compensation proportion that the subject of compensation obligation should bear. The compensation proportion that each subject of compensation obligation should undertake is as follows:
No. name or name of compensation obligation subject shareholding ratio (%)
1 Qian Chifeng 48.00 90.00
2 Wuxue Weixin information technology partnership (limited partnership) 32.00 0.00
3 Guangzhou xinjusha investment enterprise (limited partnership) 10.00 10.00
Total 90.00 100.00
If the listed company implements conversion or share distribution in the commitment year, the number of additional compensation shares shall be adjusted accordingly. After adjustment, the number of additional compensation shares = the number of additional compensation shares * (1 + conversion or share distribution ratio).
If the listed company has cash dividends during the performance commitment period, the subject of compensation obligation shall return the remaining dividend income corresponding to the separately compensated shares calculated according to the above formula after deducting the paid tax burden to the listed company free of charge.
3、 Realization of accounts receivable commitments
1. According to the Leon Technology Co.Ltd(300603) special audit report on the recovery of accounts receivable of Hangzhou wochi Technology Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za10040) issued by Lixin Certified Public Accountants (special general partnership), the realization of accounts receivable of wochi technology is as follows:
At the end of 2020, the balance of accounts receivable of wochi technology was 115876777.66 yuan and the book value was 84394918.15 yuan. As of December 31, 2021, the balance of accounts receivable of wochi technology at the end of 2020 was 1019190.31 yuan, and the book value of accounts receivable at the end of 2020 was 71556926.03 yuan.
2. According to the Leon Technology Co.Ltd(300603) special audit report on the recovery of accounts receivable of Guangzhou Dayi Internet Technology Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za10039) issued by Lixin Certified Public Accountants (special general partnership), the realization of accounts receivable of Dayi Internet is as follows:
At the end of 2020, the balance of accounts receivable of freshman Internet was 139655039.98 yuan and the book value was 126026495.65 yuan.
As of September 30, 2021, the balance of accounts receivable of freshman Internet at the end of 2020 was 7868990.14 yuan, and the book value of accounts receivable at the end of 2020 was 1798023.54 yuan.
4、 Compensation arrangements for accounts receivable commitments
Target 1: wochi Technology
1. After the end of the performance commitment period, if the balance of accounts receivable of wochi technology as of December 31, 2020 is not recovered within one year, and Jinpo fails to buy out the above accounts receivable in cash before December 31, 2021, Jinpo shall give additional compensation to the listed company with its shares in the listed company.
The calculation formula of the number of additional compensation shares = (balance of uncollected accounts receivable – cash buyout amount) ÷ the issue price
To sum up, the number of shares to be compensated by Jinpo, the subject of compensation obligation = (71556926.03-0) ÷ 33 × one point seven × 1.50008 = 5529694 shares
2. Return of cash dividend income
The company did not implement the equity distribution plan in 2021.
Target 2: Freshman interconnection
1. If all accounts receivable are not recovered within 9 months after the end of the freshman Internet commitment period, the subject of compensation obligation shall give additional compensation to the listed company.
Compensation amount payable by the subject of compensation obligation in the current period = [cumulative committed net profit as of the end of the current period – (cumulative realized net profit as of the end of the current period – balance of accounts receivable as of December 31, 2020 that has not been recovered as of September 30, 2021)] ÷ total committed net profit of each year within the commitment year × Current transaction price – cumulative compensated amount
Number of shares to be compensated in the current period = compensation amount in the current period / issue price of the shares
To sum up, the compensation amount payable by the subject of compensation obligation in the current period = [131040000.00 – (128353302.08-1798023.54)] ÷ 131040000.00 × 450000000.00 yuan -9226297.80 = 6174531.39 yuan
Number of shares to be compensated by the subject of compensation obligation in the current period = 6174531.39/33 × one point seven × 1.50008 = 477149 shares
The compensation shares to be paid by all parties to the freshman Internet are calculated as follows:
Number of compensation shares (shares) compensation proportion of compensation obligor (%)
Qian Chifeng 429434 90.00
Guangzhou xinjusha investment enterprise (limited partnership) 47715 10.00
Total 477149 100.00
Note: if the calculation result of the number of shares is less than one share, it shall be rounded up.
2. Return of cash dividend income
The company did not implement the equity distribution plan in 2021.
5、 Main contents of share repurchase
1. Purpose of share repurchase and payment of supporting funds: to raise shares and fulfill the company’s commitment to buy back the underlying assets;
2. Share repurchases: directional repurchases of shares to be compensated held by compensation obligors;
3. Share repurchase price: the total price is RMB 1;
4. Number of shares repurchased: 6006843 shares in total, including 5529694 shares repurchased by Jinpo, 429434 shares repurchased by Qian Chifeng and 47715 shares repurchased by Guangzhou xinjusha investment enterprise (limited partnership).
5. Term of Share Repurchase: the company shall repurchase and cancel the compensated shares within the time specified by law.
6、 The implementation of the promised compensation scheme for accounts receivable and the authorization of share repurchase and cancellation
In order to ensure the smooth completion of matters related to the promised compensation of accounts receivable, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to share repurchase and cancellation corresponding to the compensation measures, including but not limited to: establishing a special securities account for repurchase, paying consideration, signing and modifying relevant transaction documents, agreements and supplementary documents (if any) Handle the repurchase and cancellation of relevant shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and Shenzhen Stock Exchange, the registration and information disclosure of changes in share capital, the change of registered capital corresponding to this change in share capital, the amendment of articles of association and relevant industrial and commercial registration and filing procedures. The validity period of this authorization shall come into effect after being deliberated and approved by the general meeting of shareholders until the implementation of matters related to share compensation involved in the unfinished commitment of accounts receivable in the company’s major asset restructuring.
7、 Approval procedures to be performed
At the first meeting of the Fourth Board of directors and the first meeting of the Fourth Board of supervisors held on February 14, 2022, the company considered and adopted the proposal on the realization of accounts receivable commitments for major asset restructuring and accounts receivable commitment compensation scheme and repurchase and cancellation of corresponding compensation shares, and the independent directors of the company issued independent opinions with explicit consent. The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the related shareholders need to avoid voting.
8、 Documents for future reference
2. Resolutions of the first meeting of the Fourth Board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors;
4. Special audit report on Leon Technology Co.Ltd(300603) recovery of accounts receivable of Hangzhou wochi Technology Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za10040);
5. Special audit report on Leon Technology Co.Ltd(300603) collection of accounts receivable of Guangzhou Dayi Internet Technology Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za10039).
It is hereby announced.
Leon Technology Co.Ltd(300603) board of directors February 14, 2022
