Securities code: 002131 securities abbreviation: Leo Group Co.Ltd(002131) Announcement No.: 2022-010
Announcement on the guarantee provided by the company for wholly-owned subsidiaries
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.
1、 Overview of guarantee
The seventh meeting of the sixth board of directors of Leo Group Co.Ltd(002131) (hereinafter referred to as “the company”) held on January 5, 2022 and the first extraordinary general meeting of the company in 2022 held on January 21, 2022 considered and approved the proposal on the credit scale and guarantee line in 2022, It is agreed that the guarantee provided by the company and its subsidiaries for the wholly-owned subsidiaries included in the consolidated statements shall not exceed RMB 7.697 billion. For details, please refer to the announcement on the guarantee amount in 2022 (Announcement No.: 2022-002) disclosed by the company on Shanghai Securities News, securities times, China Securities News, securities daily and cninfo.com on January 6, 2022.
Recently, the company signed two guarantee contracts with Sichuan today’s headlines Technology Co., Ltd. (hereinafter referred to as “Sichuan today’s headlines”). Whereas Leo polymerization Advertising Co., Ltd. (hereinafter referred to as “Leo polymerization”), a wholly-owned subsidiary of the company, and Shanghai Zhiqu Advertising Co., Ltd. (hereinafter referred to as “Zhiqu advertising”) have signed the data promotion business cooperation agreement and other documents (hereinafter referred to as “business agreement”) with today’s headlines in Sichuan Zhiqu advertising is obliged to pay the data promotion fee to Sichuan today’s headlines in full and on time according to the business agreement. The company is willing to provide irrevocable joint and several liability guarantee to Sichuan today’s headlines for the obligations that Leo polymerization and Zhiqu advertising should perform under the business agreement (including but not limited to the payment of data promotion fee). The maximum amount of the above guarantee is RMB 120 million and RMB 40 million respectively.
2、 Basic information of the guaranteed
1. Leo polymerization Advertising Co., Ltd
Date of establishment: September 28, 2016
Registered capital: 500 million yuan
Legal representative: Zheng Xiaodong
Registered address: room 2201, Qingshang building, No. 806, Wanchang Middle Road, Chengdong street, Wenling City, Taizhou City, Zhejiang Province (for public use only)
Business scope: general items: advertising design and agency; Advertising production; Advertising; Socio economic advisory services; Corporate image planning; Personal business services; Marketing planning; Project planning and public relations services; Consulting and planning services; Organize cultural and artistic exchange activities; Conference and exhibition services; Information consulting services (excluding licensed information consulting services); Information system integration service; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; China trade agency; Internet sales (except for the sale of goods that need to be licensed) (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
In 2020, Leo polymerization achieved an operating revenue of 3814635800 yuan and a net profit of 9737800 yuan. As of December 31, 2020, the total assets of Leo aggregation were 1378171700 yuan, and the net assets were 540754600 yuan. (the above data are consolidated data)
In the first three quarters of 2021, Leo polymerization achieved an operating revenue of 4576.4213 million yuan and a net profit of 66.1939 million yuan. As of September 30, 2021, the total assets of Leo aggregation were 1308.7497 million yuan, and the net assets were 634.7869 million yuan. (the above data are consolidated data)
2. Shanghai Zhiqu Advertising Co., Ltd
Date of establishment: April 1, 2013
Registered capital: 10 million yuan
Legal representative: Qiu Lijun
Registered address: room 341, building 2, No. 741, Yaozhou Road, Xincun Township, Chongming District, Shanghai (Shanghai Xincun economic community)
Business scope: general items: advertising design, production, agency, advertising release, animation design, computer animation design, graphic design, marketing planning, organization of cultural and artistic exchange activities, exhibition services, technology development, technical consultation, technology transfer and technical services in the fields of information, computer and network technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
In 2020, Zhiqu advertising achieved an operating revenue of 860803600 yuan and a net profit of -2147900 yuan. As of December 31, 2020, the total assets of Zhiqu advertising were 255880800 yuan, and the net assets were 126.6869 million yuan. (the above data are consolidated data)
In the first three quarters of 2021, Zhiqu advertising achieved an operating revenue of 56.18074 million yuan and a net profit of 3.9646 million yuan. As of September 30, 2021, the total assets of Zhiqu advertising were 150.7319 million yuan, and the net assets were 120.6268 million yuan. (the above data are consolidated data)
3、 Main contents of guarantee contract
(I) guarantee contract (Leo polymerization)
Guarantor (Party C): Leo Group Co.Ltd(002131)
Creditor (Party A): Sichuan today Toutiao Technology Co., Ltd
Debtor (Party B): Leo polymerization Advertising Co., Ltd
1. Guarantee overview
Party A and Party B have signed the data promotion business cooperation agreement, including but not limited to the modification, replacement, supplement, extension or restatement of the business agreement, which are collectively referred to as the “business agreement”.
According to the business agreement, Party B entrusts Party A to provide data promotion services for Party B’s customers and shall pay corresponding data promotion fees to Party A.
Party B and Party C know and fully understand all terms and conditions of the business agreement and all relevant facts and background.
The parties confirm that Party B is obliged to pay Party A the data promotion fee in full and on time as agreed in the business agreement, and Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the obligations that Party B should perform under the business agreement (including but not limited to the payment of data promotion fee, etc.).
2. Secured claims
(1) Party B shall pay Party A the corresponding data promotion expenses in full and on time in accordance with the commercial agreement. (2) Secured creditor’s rights: including but not limited to the data promotion expenses that Party B shall pay to Party A under the business agreement, late fees, liquidated damages, damages and all expenses and losses that Party B shall bear due to Party B’s violation of the business agreement, The expenses incurred by Party A to realize the creditor’s rights and guarantee rights (including but not limited to investigation fees, litigation fees, execution fees, preservation fees and preservation guarantee fees (or preservation insurance fees), lawyer fees, evaluation fees, auction fees, announcement fees, delivery fees, travel expenses, etc.), as well as all other expenses and funds that Party B should pay to Party A.
(3) The maximum limit of Party C’s guarantee liability under the guarantee contract is: RMB one billion two hundred million only (in figures: 1200000000.00).
3. Guarantee mode
Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the timely and full payment of the guaranteed creditor’s rights. Party C confirms that if Party B fails to pay the data promotion fee, liquidated damages or other payables in full and on time as agreed in the commercial agreement, Party C shall pay the amount payable by Party B under the commercial agreement and guarantee contract to the designated account of Party A in one time within 2 days according to the requirements of Party A.
4. Guarantee period
The guarantee period is 3 years after the expiration of the performance period of the commercial agreement.
(II) guarantee contract (Zhiqu advertising)
Guarantor (Party C): Leo Group Co.Ltd(002131)
Creditor (Party A): Sichuan today Toutiao Technology Co., Ltd
Debtor (Party B): Shanghai Zhiqu Advertising Co., Ltd
1. Guarantee overview
Party A and Party B have signed the data promotion business cooperation agreement, including but not limited to the modification, replacement, supplement, extension or restatement of the business agreement, which are collectively referred to as the “business agreement”.
According to the business agreement, Party B entrusts Party A to provide data promotion services for Party B’s customers and shall pay corresponding data promotion fees to Party A.
Party B and Party C know and fully understand all terms and conditions of the business agreement and all relevant facts and background.
The parties confirm that Party B is obliged to pay Party A the data promotion fee in full and on time as agreed in the business agreement, and Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the obligations that Party B should perform under the business agreement (including but not limited to the payment of data promotion fee, etc.).
2. Secured claims
(1) Party B shall pay Party A the corresponding data promotion expenses in full and on time in accordance with the commercial agreement. (2) Secured creditor’s rights: including but not limited to the data promotion expenses that Party B shall pay to Party A under the business agreement, late fees, liquidated damages, damages and all expenses and losses that Party B shall bear due to Party B’s violation of the business agreement, The expenses incurred by Party A to realize the creditor’s rights and guarantee rights (including but not limited to investigation fees, litigation fees, execution fees, preservation fees and preservation guarantee fees (or preservation insurance fees), lawyer fees, evaluation fees, auction fees, announcement fees, delivery fees, travel expenses, etc.), as well as all other expenses and funds that Party B should pay to Party A.
(3) The maximum limit of Party C’s guarantee liability under the guarantee contract is RMB 400 million only (in figures: 400 million.00).
3. Guarantee mode
Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the timely and full payment of the guaranteed creditor’s rights. Party C confirms that if Party B fails to pay the data promotion fee, liquidated damages or other payables in full and on time as agreed in the commercial agreement, Party C shall pay the amount payable by Party B under the commercial agreement and guarantee contract to the designated account of Party A in one time within 2 days according to the requirements of Party A.
4. Guarantee period
The guarantee period is 3 years after the expiration of the performance period of the commercial agreement.
4、 Opinions of the board of directors
The guarantee contract signed between the company and today’s headlines is to ensure the long-term and stable cooperative relationship between the company’s wholly-owned subsidiary and today’s headlines’ media terminal and promote the growth of business cooperation between the two sides. The purpose is to enable the company’s wholly-owned subsidiary to obtain the payment period within a certain amount and period without full prepayment, which can reduce the company’s capital pressure and improve the efficiency of capital use, It is conducive to business development and in line with the overall interests of listed companies. The guarantee object is a wholly-owned subsidiary of the company, so the risk is small and controllable and will not damage the interests of the listed company. 5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the actual guarantee balance of the company and its holding subsidiaries is 1930.6754 million yuan, which are all guarantees of the company to wholly-owned subsidiaries, accounting for 14.88% of the company’s latest audited net assets (consolidated statements in 2020).
As of the disclosure date of this announcement, the company and its holding subsidiaries have not had overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Guarantee contract (Leo polymerization);
2. Guarantee contract (Zhiqu advertisement).
It is hereby announced.
Leo Group Co.Ltd(002131) board of directors February 15, 2022
