Securities code: Shenzhen Leaguer Co.Ltd(002243) securities abbreviation: Shenzhen Leaguer Co.Ltd(002243) Announcement No.: 2022017 Shenzhen Leaguer Co.Ltd(002243)
About the application of wholly-owned subsidiaries to related parties for their holding subsidiaries
Announcement on counter guarantee and related party transactions provided by credit line
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.
Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as “the company”) held the 21st Meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors on March 22, 2022, deliberated and adopted the proposal on providing counter guarantee and related party transactions for wholly-owned subsidiaries to apply for credit lines from related parties for their holding subsidiaries. In accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, The proposal still needs to be submitted to the general meeting of shareholders for deliberation. This event constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Transaction overview
On August 25, 2021, the company held the 18th meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors, deliberated and adopted the proposal on providing counter guarantee and related party transactions for the holding subsidiary Shenzhen Lihe newspaper Big Data Center Co., Ltd. to apply for credit line from related parties. Shenzhen Lihe newspaper Big Data Center Co., Ltd. (hereinafter referred to as “Lihe big data”), the holding subsidiary of the company’s wholly-owned subsidiary Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. (hereinafter referred to as ” Shenzhen Leaguer Co.Ltd(002243) group”), plans to apply for a credit line of 57 million yuan from the related party Shenzhen hi tech investment microfinance Co., Ltd. in order to supplement the working capital of daily operation, reduce financing costs and broaden financing channels, Meanwhile, Shenzhen Leaguer Co.Ltd(002243) Group pledged the invention patents and software copyrights that it had the right to dispose of to Shenzhen hi tech investment microfinance Co., Ltd., and entrusted the related party Shenzhen hi tech investment and Financing Guarantee Co., Ltd. to provide guarantee for this matter, and Shenzhen Leaguer Co.Ltd(002243) group provided counter guarantee. For details, please refer to the announcement on providing counter guarantee and related party transaction for the holding subsidiary Shenzhen Lihe newspaper Big Data Center Co., Ltd. to apply for credit line from related parties (Announcement No.: 2021051) disclosed on cninfo.com on August 27, 2021.
According to the agreement, the validity period of the above credit line is 12 months from the effectiveness of the credit line contract. In view of the low financing cost of the credit line, Lihe big data expects to continue to apply for a new round of credit line of RMB 57 million from the related party Shenzhen hi tech investment microfinance Co., Ltd. after the repayment due this year to supplement the working capital required for daily operation.
2、 Basic information of related parties
1. Lender
Name: Shenzhen hi tech investment microfinance Co., Ltd
Address: unit 10-25, floor 35, Luohu business center, No. 2028, Shennan East Road, Dongmen street, Luohu District, Shenzhen
Office address: unit 10-25, floor 35, Luohu business center, No. 2028, Shennan East Road, Dongmen street, Luohu District, Shenzhen
Nature of enterprise: State-owned Enterprise
Legal representative: Zeng Hui
Registered capital: 1 billion yuan
Unified social credit Code: 91440 Hangzhou Everfine Photo-E-Info Co.Ltd(300306) 0169615
Main business: specializing in small loan business (not allowed to absorb public deposits).
Major shareholders and actual controllers: the shareholder of Shenzhen hi tech investment microfinance Co., Ltd. is Shenzhen hi tech Investment Group Co., Ltd. (shareholding ratio 100%), and the controlling shareholder of Shenzhen hi tech Investment Group Co., Ltd. is Shenzhen Investment Holding Co., Ltd. (shareholding ratio 31.12%).
Financial data of the latest year: as of December 31, 2021, Shenzhen hi tech investment microfinance Co., Ltd. had an operating income of 207.57 million yuan, a net profit of 34.18 million yuan, a total asset of 2165.2 million yuan and a net asset of 132169 million yuan.
Description of related relationship: Shenzhen hi tech investment microfinance Co., Ltd. and the company are controlled by Shenzhen Investment Holding Co., Ltd.
Shenzhen hi tech investment microfinance Co., Ltd. is not a dishonest person.
2. Guarantor
Name: Shenzhen hi tech investment and Financing Guarantee Co., Ltd
Address: unit 351023, Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
Office address: 16th floor, times technology building, No. 7028, Shennan Avenue, Futian District, Shenzhen
Nature of enterprise: State-owned Enterprise
Legal representative: Liu Suhua
Registered capital: 700 million yuan
Unified social credit Code: 91440 Hangzhou Anysoft Information Technology Co.Ltd(300571) 956268f
Main business: providing financing guarantees such as loan guarantee and letter of credit guarantee for enterprises and individuals; Carry out re guarantee business; Handle bond issuance guarantee business; Concurrently engaged in litigation preservation guarantee, performance guarantee business, financing consulting, financial consulting and other intermediary services related to guarantee business, and invested with its own funds; Own property lease.
Major shareholders and actual controllers: the controlling shareholder of Shenzhen hi tech investment and Financing Guarantee Co., Ltd. is Shenzhen hi tech Investment Group Co., Ltd. (shareholding ratio: 46.34%), and the controlling shareholder of Shenzhen hi tech Investment Group Co., Ltd. is Shenzhen Investment Holding Co., Ltd. (shareholding ratio: 31.12%).
As of December 2021, Shenzhen Hi Tech Co., Ltd. had a total investment and financing amount of RMB 2.894 million, a net asset of RMB 2.8019 million, and a net profit of RMB 4.8017 million as of December 2021.
Description of related relationship: Shenzhen hi tech investment and Financing Guarantee Co., Ltd. and the company are controlled by Shenzhen Investment Holding Co., Ltd.
Shenzhen hi tech investment and Financing Guarantee Co., Ltd. is not a dishonest executee.
3、 Basic information of the guaranteed
Name: Shenzhen Lihe newspaper Big Data Center Co., Ltd
Date of establishment: January 18, 2019
Registered address: 12 / F, book building, Shenzhen newspaper group, Qinghu community, Longhua street, Longhua District, Shenzhen legal representative: he Zhen
Registered capital: 30 million yuan
Business scope: construction, operation and maintenance of data center; Database management; Copyright agency; R & D and consultation of cloud computing technology; Database services; Computer software and hardware development; Information system integration; Computer information security product design; Invest in high-tech enterprises; Provide management services for industrial innovation parks; Incubation services for high-tech enterprises; Information technology research and development; Science and technology promotion services; Enterprise management consulting; Conference services; Planning of cultural activities; Venture capital business; Investment consulting; Rental of self owned houses; Investment in industry (specific projects will be reported separately); estate management.
Ownership structure:
Name subscribed capital contribution shareholding ratio
Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. 15.3 million yuan 51%
Shenzhen newspaper group 14.7 million yuan 49%
Total 30 million yuan 100%
Shenzhen Lihe newspaper Big Data Center Co., Ltd. is the holding subsidiary of the company.
Main financial indicators of the latest year:
Unit: 10000 yuan
Project December 31, 2021
Total assets 5267343
Total liabilities 5533734
Net assets -266391
Operating income 156349
Total profit -479488
Net profit -361533
Tax credit rating: B
After inquiry, Shenzhen Lihe newspaper Big Data Center Co., Ltd. is not a “dishonest executee”.
4、 Main contents of related party transaction agreement
1. Lihe big data applies for a credit line of 57 million yuan from the related party Shenzhen hi tech investment microfinance Co., Ltd., which is valid for 12 months from the effectiveness of the credit line contract. The rate is priced according to the market fair price, which shall be subject to the agreement actually signed by both parties.
2. Guarantee measures:
(1) Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. provides pledge guarantee to the lender with the intellectual property rights it has the right to dispose of;
(2) The related party Shenzhen hi tech investment and Financing Guarantee Co., Ltd. provided guarantee for the above credit application, and Shenzhen Leaguer Co.Ltd(002243) group provided counter guarantee.
5、 Transaction purpose and impact on the company
The credit line applied for this time is mainly used to supplement the working capital required for the daily operation of Lihe big data, which can effectively reduce the financing cost and is conducive to its stable development. The data center project operated by Lihe big data is in good operation. Shenzhen Leaguer Co.Ltd(002243) group provides counter guarantee for the credit application, which is helpful to promote the smooth implementation of this matter. The financial risk of Lihe big data is controllable. This connected transaction will not have an adverse impact on the company and its subsidiaries, and there is no situation that damages the interests of the company and all shareholders.
6、 Accumulated various related party transactions with the related party
As of the date of this announcement, the total amount of various related party transactions between the company and other related parties controlled by the indirect controlling shareholder Shenzhen Investment Holding Co., Ltd. within 12 months has been 893455 million yuan, and the approval procedures have been performed in accordance with the regulations. For details, see the announcement on the prediction of daily related party transactions in 2022 (Announcement No.: 2022011) disclosed by the company on cninfo.com on March 24, 2022.
7、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries was 4582794 million yuan, accounting for 5.86% of the company’s latest audited net assets; The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 2291237 million yuan, accounting for 2.93% of the company’s latest audited net assets; The company and its holding subsidiaries do not have overdue debts, involve litigation and bear losses due to being judged to be lost. The company will strictly abide by relevant regulations and effectively control the external guarantee risk of the company.
8、 Opinions of independent directors
1. Prior approval opinion
Shenzhen Lihe newspaper Big Data Center Co., Ltd., the holding subsidiary of the company, applies for a credit line from the related party Shenzhen hi tech investment microfinance Co., Ltd., which is conducive to reducing the financing cost and supplementing the working capital required for daily operation, which meets the needs of its operation and development. At the same time, Shenzhen Hi Tech Group Co., Ltd. provides guarantee for the wholly-owned subsidiary of Hi Tech Group Co., Ltd. The financial risk of Shenzhen Lihe newspaper Big Data Center Co., Ltd. is controllable. This related party transaction will not have an adverse impact on the company and its subsidiaries, and there is no damage to the interests of the company and all shareholders.
2. Independent opinion
Shenzhen Lihe newspaper Big Data Center Co., Ltd., the holding subsidiary of the company, applied for a credit line from the related party Shenzhen hi tech investment microfinance Co., Ltd., which is conducive to supplement the working capital required for daily operation and meet its business development needs. It entrusted the related party Shenzhen hi tech investment and Financing Guarantee Co., Ltd. to provide guarantee, while the wholly-owned subsidiary Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. of the company provided counter guarantee, Contribute to the smooth progress of this matter. The financial risk of Shenzhen Lihe newspaper Big Data Center Co., Ltd. is controllable. This connected transaction will not have a significant impact on the production and operation of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. It meets the requirements of relevant national laws, regulations and company rules and regulations.
9、 Opinions of the board of directors
In order to promote the long-term development of Shenzhen Lihe newspaper Big Data Center Co., Ltd., the holding subsidiary of the company, it is agreed that Shenzhen Lihe newspaper Big Data Center Co., Ltd. applies for intellectual property pledge from the related party Shenzhen hi tech investment microfinance Co., Ltd. to Shenzhen hi tech investment microfinance Co., Ltd., and accepts the related party Shenzhen hi tech investment and Financing Guarantee Co., Ltd. to provide guarantee for this matter, Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. provides counter guarantee. Agree to sign contracts, agreements, vouchers and other legal documents related to this matter and go through relevant procedures. The risk of this event is controllable and will not have an adverse impact on the company and its subsidiaries, and there is no situation damaging the interests of the company and all shareholders.
10、 Opinions of the board of supervisors
After review, the board of supervisors held that the holding subsidiary of the company, Shenzhen Lihe newspaper Big Data Center Co., Ltd., applied for a credit line from the related party, Shenzhen hi tech investment microfinance Co., Ltd., which meets its business needs and is conducive to long-term development. At the same time, it entrusted the related party, Shenzhen hi tech investment and Financing Guarantee Co., Ltd., to provide guarantee for this matter, and the guarantee rate is priced according to the market fair price, Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd., a wholly-owned subsidiary of the company, provides counter guarantee, and Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. pledges the intellectual property rights it has the right to dispose of to Shenzhen hi tech investment microfinance Co., Ltd., with controllable risk. The review procedures of this connected transaction comply with relevant laws, regulations and the company’s requirements
