Securities code: 002131 securities abbreviation: Leo Group Co.Ltd(002131) Announcement No.: 2022-012 Leo Group Co.Ltd(002131)
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 the guarantee contract with Beijing express Advertising Co., Ltd. (hereinafter referred to as "Kwai Kwai") in Beijing. The company is a Kwai 2022 advertising agency cooperation agreement between Beijing fast and the wholly owned subsidiary of Beijing minimally invasive advertising Limited (hereinafter referred to as "minimally invasive era") from November 15, 2021 to December 31, 2022. Kwai Chung Co., Ltd. and any annex, Provide joint and several liability guarantee for the performance of all debts of minimally invasive times under the transaction documents and relevant documents. The upper limit of the above guarantee liability is 500 million yuan.
2、 Basic information of the guaranteed
Company name: Beijing Weiwei Times Advertising Co., Ltd
Date of establishment: August 8, 2011
Registered capital: 10 million yuan
Legal representative: Wu Hailiang
Registered address: a0406-138, No. 136 andingmenwai street, Dongcheng District, Beijing
Business scope: design, production, agency and advertising; Computer graphic design; Editorial services; Translation services; Undertake exhibitions; Network technology services; The etiquette Service; Economic information consultation; Sales of handicrafts, cultural goods, communication equipment, computers, software and auxiliary equipment, electronic products and daily necessities. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
In 2020, the minimally invasive era will realize an operating revenue of 2917.2183 million yuan and a net profit of 28.5024 million yuan. As of December 31, 2020, the total assets of minimally invasive era were 102.14593 million yuan and the net assets were 417.0215 million yuan. (the above data are consolidated data)
In the first three quarters of 2021, minimally invasive era realized an operating revenue of 2577147100 yuan and a net profit of 39.3438 million yuan. As of September 30, 2021, the total assets of minimally invasive era were 972141200 yuan and the net assets were 432089300 yuan. (the above data are consolidated data)
3、 Main contents of guarantee contract
Guarantor (Party B): Leo Group Co.Ltd(002131)
Creditor (Jia Fang): Beijing Kwai Fu Advertising Co., Ltd.
Debtor: Beijing Weiwei Times Advertising Co., Ltd
To ensure that Beijing express Advertising Co., Ltd. and Beijing minimally invasive advertising Limited signed the "Kwai 2022 advertising agency cooperation agreement" between November 15, 2021 and December 31, 2022, the specific agreement signed by both parties, and any annex. Kwai Chai Advertising Co., Ltd. Party B agrees to provide Party A with unconditional, independent and irrevocable joint and several liability guarantee for the performance of all debts borne by the debtor under the transaction documents and related documents (hereinafter referred to as "guaranteed transaction").
1. Guarantee scope
1.1 Party B shall provide Party A with unconditional, irrevocable and independent joint and several liability guarantee for all payment payable, overdue fine, interest, overdue interest, liquidated damages, damages and all expenses for realizing Party A's creditor's rights (hereinafter referred to as "main debt") incurred by the debtor to Party A under the guaranteed transaction, Ensure that the debtor fully performs the guaranteed transaction and pays its debts to Party A on schedule.
1.2 Party B shall be jointly and severally liable to Party A for the main debt under the guarantee contract. When the debtor fails to pay the principal debt as agreed in the guaranteed transaction, or the debtor may fail to pay the principal debt on time,
Leo Group Co.Ltd(002131) including but not limited to the deterioration of property condition, transfer of property, being applied for or declared bankrupt, being subject to major administrative or criminal punishment or involving major litigation and arbitration cases, no matter whether Party A has other guarantee rights for the main debt (including but not limited to guarantee, mortgage, pledge, lien or any other form of guarantee), Party A does not need to recover from the debtor in advance, That is, it has the right to directly require Party B to pay off the main debt. Party B agrees to pay off the above amount within 3 days after receiving the written notice of claim from Party A.
2. Guarantee period
The guarantee period of Party B under the contract is two years from the date of expiration of the main debt performance period.
3. Guarantee limit: the upper limit of guarantee liability is RMB 500 million.
4、 Opinions of the board of directors
To ensure Kwai Kwai's long-term stable cooperative relationship with Beijing Kwai Fu and promote business development, the company signed a security contract with Beijing's fast hand, with the aim of providing Beijing's quick hands to provide credit support for the minimally invasive era, enabling the minimally invasive era to get a payment amount within a certain amount and time limit, without full prepayment, and reducing the financial pressure in the era of minimally invasive surgery. Improve the utilization rate of funds. This guarantee can improve the advertising volume of the company in the field of short video and maintain the business competitiveness of the company.
This guarantee is mainly to meet the needs of the company's wholly-owned subsidiary's own business development, 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 guarantee risk is small and controllable, and will not damage the interests of listed companies.
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 was 2016463300 yuan, which were all guarantees of the company to wholly-owned subsidiaries, accounting for 15.54% of the company's latest audited net assets (consolidated statements of 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
It is hereby announced.
Leo Group Co.Ltd(002131) board of directors Leo Group Co.Ltd(002131)
February 25, 2022
