Securities code: Shenzhen Leaguer Co.Ltd(002243) securities abbreviation: Shenzhen Leaguer Co.Ltd(002243) Announcement No.: 2022010 Shenzhen Leaguer Co.Ltd(002243)
On issuing shares to purchase assets and raising matching funds and related party transactions
Announcement of impairment test report of underlying assets
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.
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, as well as the original shareholders of Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as "the company" or "the company") and Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd., Shenzhen Qingyan Investment Holding Co., Ltd., Beijing Jiashi Yuantai Investment Center (limited partnership), Jiaxing Hongdou Equity Investment Co., Ltd. (formerly Shanghai Hongdou Junda Asset Management Co., Ltd.) Shenzhen Dingsheng Hetai investment consulting partnership (limited partnership), Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shanghai xiangxu Technology Service Co., Ltd. (formerly Shenzhen baifuxiang Investment Co., Ltd.), Shenzhen Cihui qingkehui Investment Management Center (limited partnership), Shanghai Jincheng enterprise management center (general partnership) According to the relevant requirements of the agreement on issuing shares to purchase assets and the profit forecast compensation agreement signed by 9 companies including qingkong Venture Capital Co., Ltd., the company has prepared the report on the impairment test of the underlying assets of issuing shares to purchase assets and raising supporting funds and related party transactions. 1、 Basic information of major asset restructuring
1. Counterparty
According to the reorganization plan of the company's issuance of shares to purchase assets and raise supporting funds and related party transactions: the company provides loans to Shenzhen Qingyan Investment Holding Co., Ltd., Beijing harvest Yuantai Investment Center (limited partnership), Shanghai Hongdou Junda Asset Management Co., Ltd., Shenzhen Dingsheng Hetai investment consulting partnership (Limited partnership), Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shenzhen baifuxiang Investment Co., Ltd Nine enterprises including Shenzhen Cihui qingkehui Investment Management Center (limited partnership), Shanghai Jincheng enterprise management center (general partnership) and qingkong Venture Capital Co., Ltd. issued shares to purchase 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd, Among them, 40% of the equity of Shenzhen Shenzhen Leaguer Co.Ltd(002243) Venture Capital Co., Ltd. (hereinafter referred to as " Shenzhen Leaguer Co.Ltd(002243) venture capital") and 40% of the equity of Shenzhen liheyingfei Venture Capital Co., Ltd. (hereinafter referred to as " Shenzhen Leaguer Co.Ltd(002243) venture capital") held by Shenzhen liheyingfei Venture Capital Co., Ltd. (hereinafter referred to as "liheyingfei venture capital") held by the subsidiary of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. (hereinafter referred to as "liheyingfei venture capital") will be stripped, which will not be included in the scope of the restructuring object.
2. Subject matter of transaction
The basic information of the transaction object Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. is as follows:
Registered address: 1001, 10th floor, Tsinghua Information Port scientific research building, North District, high tech park, Nanshan District, Shenzhen legal representative: he Zhen
Date of establishment: August 31, 1999
Registered capital: 49524851500 yuan
Unified social credit Code: 91440 Jiangsu Canlon Building Materials Co.Ltd(300715) 228172g
Business scope: general business items are: investment, construction, operation management and property service of innovation base of high-tech enterprises; Science and technology services for high-tech enterprises (including technology development, technology consultation, technology transfer, etc.); Incubation and innovation services of high-tech enterprises; Strategic investment and operation of emerging industries; Transformation services of scientific and technological achievements; Equity investment in science and technology enterprises; Enterprise management consulting and training; Import and export and international business. The licensed business items are: the second type of value-added telecommunications services.
3. Transaction price
According to the appraisal report of Zhonglian Investment Group Co., Ltd. , Considering the cash dividend of Shenzhen Leaguer Co.Ltd(002243) group after the benchmark date of appraisal of 65 million yuan, all parties agreed that the transaction consideration of Shenzhen Leaguer Co.Ltd(002243) group's assets is 55016684 million yuan.
In this transaction, the benchmark date of share issue pricing for the company's issuance of shares to purchase assets is the announcement date of the resolution of the board of directors on the consideration of the issue of shares to purchase assets and raise supporting funds, that is, the announcement date of the resolution of the eighth meeting of the Fourth Board of directors. The price of the shares issued this time is the average trading price of the shares 20 trading days before the pricing benchmark date, i.e. 6.93 yuan / share. On March 29, 2019, the company's 2018 annual general meeting of shareholders deliberated and approved the proposal on profit distribution in 2018, which distributed a cash dividend of 0.50 yuan (including tax) to all shareholders for every 10 shares. The equity distribution was completed on May 21, 2019, and the issue price was adjusted to 6.88 yuan / share. After the issuance quantity is adjusted according to the adjustment of the issuance price, the company needs to issue 799657103 shares to the counterparty in total.
4. Implementation
On December 2, 2019, the company has completed the asset transfer of acquiring 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. and completed the industrial and commercial change registration procedures. The delivery of the underlying assets involved in this transaction has been completed, and the company holds 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd.
On December 9, 2019, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch accepted the application materials for registration of non-public offering of new equity of the company, and the relevant shares will be officially included in the register of shareholders of the company after being registered. The number of new shares in this non-public offering of the company is 799657103 shares (including 799657103 restricted shares).
2、 Performance commitment, compensation arrangement and Realization of acquired assets
(I) performance commitment and compensation scheme
1. Performance commitment and compensation scheme
The company has worked with performance commitment parties and restructuring compensation obligors respectively, namely: Shenzhen Qingyan Investment Holding Co., Ltd., Beijing harvest Yuantai Investment Center (limited partnership), Shanghai Hongdou Junda Asset Management Co., Ltd., Shenzhen Dingsheng Hetai investment consulting partnership (limited partnership), Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shenzhen baifuxiang Investment Co., Ltd Nine enterprises including Shenzhen Cihui qingkehui Investment Management Center (limited partnership), Shanghai Jincheng enterprise management center (general partnership) and qingkong Venture Capital Co., Ltd. signed the profit forecast compensation agreement with effective conditions, and made the following arrangements for the performance commitment and compensation method of this restructuring:
Shenzhen Leaguer Co.Ltd(002243) group's audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of 2019, 2020 and 2021 shall not be less than 156.2 million yuan, 236 million yuan and 337.4 million yuan (including this amount), and the audited net profit attributable to shareholders of the parent company in the consolidated statements of Shenzhen Leaguer Co.Ltd(002243) group in 2019, 2020 and 2021 shall not be less than 270 million yuan, 330 million yuan 420 million yuan (including this amount).
According to the special audit report, if the Shenzhen Leaguer Co.Ltd(002243) group fails to realize the agreed promised net profit, the above restructuring compensation obligor shall compensate the company and bear the corresponding compensation obligations according to the proportion of equity of Shenzhen Leaguer Co.Ltd(002243) group held as of the signing date of the profit forecast compensation agreement. The number of shares to be compensated by the performance commitment party each year shall be calculated according to the following formula. The two commitment indicators listed in article 1.2 of the profit forecast compensation agreement ("net profit attributable to shareholders of the parent company after deducting non recurring profits and losses" and "net profit attributable to shareholders of the parent company") shall apply the following formulas respectively, and the higher value in the calculation results shall prevail.
Number of shares compensated each year = (cumulative committed net profit as of the end of the current period - cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each year within the compensation period × The total transaction consideration obtained by the performance commitment party ÷ the issue price - the number of compensated shares. If the number of compensation shares calculated in each year is less than 1 share, it shall be calculated as 1 share.
The cumulative number of compensation shares in the profit forecast compensation period is limited to the total number of shares paid by Party A to the performance commitment party in this transaction. When performing the obligation of compensation, the compensation shall be made by the shares obtained by the performance commitment party through this transaction. The part insufficient for compensation shall be paid by the performance commitment party in cash.
Cash to be compensated = number of shares under compensated × The issue price. Where: number of shares under compensation = number of shares to be compensated - number of shares compensated.
2. Impairment test and compensation scheme
After the expiration of the profit forecast compensation period, the company shall hire an accounting firm with securities business qualification to conduct impairment test on 100% equity of the target company and issue an impairment test report. For example, the ending impairment amount of the underlying asset the total number of compensated shares × If the issue price + the total amount of compensated cash, the performance commitment party shall compensate the company for the impairment of assets, and the performance commitment party shall bear the compensation obligations of non joint and several liability respectively according to the proportion of equity of the subject company held by the date of signing the profit forecast compensation agreement, The performance commitment party shall compensate the number of shares of the company = the ending impairment amount of the underlying assets ÷ the issuance price - total amount of compensated shares - total amount of compensated cash ÷ the issuance price.
When the shares are insufficient for compensation, the performance commitment party shall pay in cash. Cash to be compensated = ending impairment amount of the underlying asset - number of compensated shares × Issue price - total amount of compensated cash.
(II) completion of performance commitment of this transaction
According to the special audit report on the achievement of performance commitments issued by Dahua Certified Public Accountants (special general partnership), the achievement of the target company Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd.'s net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses during the 20192021 performance commitment period is as follows:
1. Amount of net profit attributable to the owner of the parent company unit: 10000 yuan
Total of the project in 2019, 2020 and 2021
(1) Performance commitment amount 270000033 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2 Ping An Bank Co.Ltd(000001) 0200000 (2) actual realized amount 38624234352203529757313512199
2. Net profit attributable to the owner of the parent company after deducting non recurring profits and losses unit: 10000 yuan
Total of the project in 2019, 2020 and 2021
(1) Performance commitment amount 15620 Shanxi Tond Chemical Co.Ltd(002360) 0003374 Beijing Yanjing Brewery Co.Ltd(000729) 6000
(2) Actual realized amount 1955308274164835657618262717
3、 Impairment test process
(I) according to szlpbz [2022] No. 35 "asset appraisal report on the project of impairment test on the value of all equity of shareholders of the underlying asset at the expiration of the performance commitment of Shenzhen Leaguer Co.Ltd(002243) issuing shares to purchase assets and raising supporting funds and related party transactions" issued by Shenzhen Zhonglian Asset Appraisal Co., Ltd., the market value of all equity of shareholders of the underlying asset on the benchmark date of December 31, 2021 is 8277794100 yuan. (II) during the impairment test, the company has performed the following procedures to Shenzhen Zhonglian Asset Appraisal Co., Ltd.:
1. We have fully informed Shenzhen Zhonglian Assets Appraisal Co., Ltd. of the background, purpose and other necessary information of this appraisal. 2. Shenzhen Zhonglian Assets Appraisal Co., Ltd. is required to be cautious. On the premise of not violating its professional standards, in order to ensure that the appraisal results are comparable with the results of the "Zhonglian pingbao Zi [2019] No. 818" asset appraisal report issued by the original Zhonglian assets appraisal group Co., Ltd., it is necessary to ensure that there are no major inconsistencies in the appraisal assumptions, appraisal parameters and appraisal basis.
3. For the above uncertain or unconfirmed matters, it is necessary to inform them in time and fully disclose them in the evaluation report.
4. Compare whether there are significant inconsistencies in the evaluation assumptions and evaluation parameters disclosed in the two evaluation reports. 5. Compare the appraisal value of the target asset at the end of the commitment period with the appraisal value on the benchmark date of the target asset reorganization to calculate whether there is impairment.
(III) after deducting the capital increase and profit distribution of shareholders in the commitment period from the ending equity evaluation value of the underlying asset, the impairment is calculated as follows:
Monetary unit: 10000 yuan
S / n item name amount remarks
1. Net assets attributable to shareholders of the parent company at the end of the period of profit commitment of the underlying assets 82777941
Valuation
2 plus: profit distribution of target assets to shareholders during profit commitment period 1509370
3 less: during the profit commitment period, the company increased 3460000 capital to the underlying assets
4. The net assets attributable to the shareholders of the parent company at the end of the profit commitment period are 80827311
Assessed net worth
5. The transaction price of the original acquisition target assets is 55016684
The target assets at the end of the later period of the profit forecast compensation period in the above table
