Securities code: 002131 securities abbreviation: Leo Group Co.Ltd(002131) Announcement No.: 2022-011
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 a guarantee contract with Shenzhen today’s headlines Technology Co., Ltd. (hereinafter referred to as “Shenzhen today’s headlines”). Whereas Leo Group Digital Technology Co., Ltd. (hereinafter referred to as “Leo digital”), a wholly-owned subsidiary of the company, has signed the data promotion business cooperation agreement (hereinafter referred to as “business agreement”) with Shenzhen today’s headlines, Leo digital is obliged to pay data promotion fees to Shenzhen today’s headlines in full and on time according to the business agreement, The company voluntarily provides irrevocable joint and several liability guarantee to Shenzhen today’s headlines for the obligations that Leo digital should perform under the business agreement (including but not limited to the payment of data promotion expenses). The maximum amount of the above guarantee is RMB 330 million.
2、 Basic information of the guaranteed
Company name: Leo Group Digital Technology Co., Ltd
Date of establishment: October 19, 2015
Registered capital: 400 million yuan
Leo Group Co.Ltd(002131)
Legal representative: Zheng Xiaodong
Registered address: room 201-h, No. 89, Yunling East Road, Putuo District, Shanghai
Scope of business: general technology development, technology exchange and service; Information system integration service; Software development; Internet sales (except sales of goods requiring license); Advertising design and agency; Advertising; Advertising production; Marketing planning; Conference and exhibition services; The etiquette Service; Information consulting services (excluding licensed information consulting services). (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: Class II value-added telecommunications services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
In 2020, Leo digital achieved an operating revenue of 12919223200 yuan and a net profit of -21912500 yuan. As of December 31, 2020, Leo’s total digital assets were 7380.6916 million yuan and its net assets were 4196.2014 million yuan.
In the first three quarters of 2021, Leo digital achieved an operating revenue of 11614426600 yuan and a net profit of 122.2893 million yuan. As of September 30, 2021, Leo’s total digital assets were 7315.8097 million yuan and its net assets were 4256.2578 million yuan.
3、 Main contents of guarantee contract
Guarantor (Party C): Leo Group Co.Ltd(002131)
Creditor (Party A): Shenzhen today Toutiao Technology Co., Ltd
Debtor (Party B): Leo Group Digital Technology 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.).
Leo Group Co.Ltd(002131)
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 330 million only (in figures: 330 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 1960481900 yuan, which are all guarantees of the company to wholly-owned subsidiaries, accounting for 15.11% 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.
Vi. documents for future reference 1. Guarantee contract is hereby announced.
Leo Group Co.Ltd(002131) board of directors February 18, 2022
