Securities code: Shenzhen Leaguer Co.Ltd(002243) securities abbreviation: Shenzhen Leaguer Co.Ltd(002243) Announcement No.: 2022030 Shenzhen Leaguer Co.Ltd(002243)
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.
Special tips:
1. Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as “the company”) the restricted shares released this time are part of the tradable shares with limited sales conditions issued by the company in December 2019 to purchase assets. 2. The shareholders who lifted the restrictions are Beijing harvest Yuantai Investment Center (limited partnership) and Shenzhen yongzhuo Yufu Asset Management Co., Ltd. – Shenzhen yongzhuo Hengji investment enterprise (limited partnership). The number of A-share restricted shares lifted this time is 65288096, accounting for 5.39% of the current total share capital of the company.
3. The listing and circulation date of tradable shares with limited sales conditions is May 10, 2022.
1、 Basic information on the acquisition of restricted shares this time
(I) basic information
On November 25, 2019, the company obtained the reply on approving Shenzhen TONGCHAN Lixing Co., Ltd. to issue shares to Shenzhen Qingyan Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2019] No. 2467) from China Securities Regulatory Commission, and approved the company to issue 416812955 shares to Shenzhen Qingyan investment holding Co., Ltd. (hereinafter referred to as “Qingyan investment holding”) 109148143 shares were issued to Beijing Jiashi Yuantai Investment Center (limited partnership) (hereinafter referred to as “Jiashi Yuantai”), and 75627149 shares were issued to Shanghai Hongdou Junda Asset Management Co., Ltd. (now renamed Jiaxing Hongdou Equity Investment Co., Ltd., hereinafter referred to as “Jiaxing Hongdou”) 57206156 shares were issued to Shenzhen Dingsheng Hetai investment consulting partnership (limited partnership) (hereinafter referred to as “Dingsheng Hetai”), 49408660 shares were issued to Shenzhen yongzhuo Hengji investment enterprise (limited partnership) (hereinafter referred to as “yongzhuo Hengji”) Issued 38186216 shares to Shenzhen baifuxiang Investment Co., Ltd. (now renamed Shanghai xiangxu Technology Service Co., Ltd., hereinafter referred to as “xiangxu technology”), 21829148 shares to Shenzhen Cihui qingkehui Investment Management Center (limited partnership) (hereinafter referred to as “Cihui qingkehui”), 15993222 shares to Shanghai Jincheng enterprise management center (general partnership) (hereinafter referred to as “Jincheng enterprise management”) Issue 15445454 shares to qingkong Venture Capital Co., Ltd. (hereinafter referred to as “qingkong venture capital”) to purchase 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. (hereinafter referred to as “target company”), which has been approved by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) to be listed on Shenzhen Stock Exchange on December 18, 2019.
After the completion of this issuance, the company did not send bonus shares or convert capital reserve into share capital. As of the date of disclosure of this announcement, the total share capital of the company is 1210604219 shares, of which the total number of shares with limited sales conditions is 60813774500 shares, accounting for 50.23% of the total share capital of the company; The total number of tradable shares without sale conditions is 60246647400 shares, accounting for 49.77% of the total share capital of the company.
(II) lock up period arrangement
The shares of the listed company obtained by Qingyan investment holding and Dingsheng Hetai through this transaction shall not be transferred within 36 months from the date of listing.
The shares of the listed company obtained by Jiashi Yuantai, Jiaxing Hongdou, yongzhuohengji, xiangxu technology, Cihui qingkehui, Jincheng enterprise management and qingkong venture capital through this transaction shall not be transferred within 12 months from the date of listing, and will be unlocked by stages according to the achievement of performance commitments after the expiration of the lock-in period and the time listed in the following table. The parties agree that when calculating the cumulative shares that can be applied for unlocking, the promised net profit attributable to the shareholders of the parent company during the profit forecast compensation period shall be used as the calculation index of performance or total performance commitment.
Number of periods can apply for unlocking time can apply for unlocking shares
The later of the following times is the applicable unlocking time:
1. Shares unlocked by an accounting firm with securities business qualification in the first phase of the underlying capital = the total number of shares held by the other party of the net profit actually realized at the end of the first year of the delivery profit forecast compensation period × Issue a special audit report on the difference between the target phase I profit and the promised net profit, and the 5th day after the company’s promised net profit in the first year is reviewed and approved by the general meeting of shareholders. ÷ total performance commitment – 2. The 5th day after the completion of compensation obligations (if necessary). Number of redeemed shares (if required).
3. The 5th day after the expiration of 12 months from the date of listing of shares.
The later of the following times is the time when unlocking can be applied for: the shares unlocked in the second phase = delivery 1. The total shares held by the opposite party of the underlying capital by an accounting firm with securities business qualification × The net profit actually realized at the end of the second year of the target production profit forecast compensation period, the difference between the accumulated second period profit of the company in the first and second years and the promised net profit, issue a special audit report, and accumulate the promised net profit ÷ the performance commitment, which is the fifth day after it is considered and approved by the general meeting of shareholders. Total amount – cumulative number of compensated shares 2. The 5th day after the completion of compensation obligations (if necessary). (if any) – shares to be compensated in the current period 3. The 5th day after 24 months from the date of listing of shares. Number (if necessary) – number of shares unlocked in the first phase.
The third phase can apply for unlocking on the later of the following dates: shares unlocked in the third phase = delivery 1. The remaining unlocked shares held by the counterpart of the underlying capital by an accounting firm with securities business qualification
Number of periods can apply for unlocking time can apply for unlocking shares
Total net profit actually realized at the end of the third year of the compensation period – the 5th day after the difference between the number of shares to be compensated and the promised net profit in the current period is issued a special audit report (including performance commitment and impairment test) and reviewed and approved by the general meeting of shareholders.
(if required).
2. The 5th day after the completion of the compensation obligation (if necessary).
3. The subject capital shall be verified by an accounting firm with securities business qualification
The target assets at the end of the third year of the compensation period of production and profit forecast shall be reduced
The 5th day after value test and issuance of impairment test report.
4. The 5th day after 36 months from the date of listing of shares.
Note: when calculating the unlocking time according to the above form, harvest Yuantai and yongzhuo Hengji will not apply to “3. The fifth day after 24 months from the date of listing” listed in phase II and “4. The fifth day after 36 months from the date of listing” listed in phase III.
2、 Description of relevant commitments and other matters related to the listing and circulation of restricted shares
(I) relevant commitments on the listing and circulation of restricted shares
The shares involved in the listing and circulation of restricted shares are the shares that harvest Yuantai and yongzhuo Hengji can apply for unlocking in phase III. The commitments made by the shareholders applying for the lifting of the restrictions and their performance are as follows:
1. Commitment of share locking and pledge
Main contents of the commitment of the promisor
Item No
1. The newly added shares of the listed company obtained due to this transaction shall not be transferred in any form within 12 months from the listing date of the stock exchange, except for the repurchase by the listed company due to the failure to realize the commitment of net profit.
2. When the above lock-in period expires, the promisor will apply for unlocking the shares in batches at the unlocking time according to the agreement on issuing shares to purchase assets signed by all parties to the transaction.
3. During the share lock-in period, the newly added part due to ex rights and ex dividend matters such as bonus shares, conversion of share capital or allotment of shares of the listed company shall also comply with the above share lock-in arrangements.
1. Lock in and pledge harvest Yuantai and Yong4. The newly added shares of the listed company obtained due to this transaction shall be preferentially used to fulfill the Zhuo Hengji compensation commitment in the performance pledge description, and shall not evade the compensation obligation by pledging shares; When pledging the above shares in the future commitment letter, the pledgee will be informed in writing of the potential performance commitment compensation obligations of the above shares according to the performance compensation agreement, and make clear agreements with the pledgee on the matters of relevant shares used to pay performance compensation in the pledge agreement.
5. The promisor promises to make relevant locking arrangements for the consideration shares obtained in this transaction in accordance with the latest regulatory opinions of the securities regulatory authority. If the above commitment to lock up shares is inconsistent with the latest regulatory opinions of the securities regulatory authorities, the promisor will adjust the above lock up period accordingly according to the regulatory opinions of the relevant securities regulatory authorities.
2. Commitment letter on share locking and pledge issued by Shi Yan and Wang Mei at yongzhuo Hengji
Main contents of the commitment of the promisor
Item No
During the lock-in period promised by the locked Chengjie, Ju Chunguang and Zhong, the enterprise / I will not transfer the investment held by the promise letter Li zepeng, Zhou wenyongzhuo Hengji / yongzhuo Yufu / Fuhai Jiamu / win win trade in any way, nor will I use any building, military photo Transfer or transfer or agree that other subjects in any way partially or fully enjoy the rights and interests related to the shares of the listed company indirectly enjoyed by the enterprise / myself through yongzhuo Hengji / yongzhuo Yufu / Fuhai Jiamu / wenyufu asset management win trade.
Li Co., Ltd
Beijing fuhaijia
Wood management consulting
Ltd., Shenzhen
Shenzhen steady win trade
Easy Co., Ltd
As of the date of this announcement, the above commitments have been strictly fulfilled, and there is no violation of the commitments.
2. Performance compensation commitment and Realization
On June 5, 2019, the company signed the profit forecast compensation agreement with all counterparties (Qingyan investment holding, harvest Yuantai, Jiaxing Hongdou, Dingsheng Hetai, yongzhuohengji, xiangxu technology, Cihui qingkehui, Jincheng enterprise management and Qingyuan venture capital), promising Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. in 2019, 2020 The audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of 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 the shareholders of the parent company in the consolidated statements of 2019, 2020 and 2021 shall not be less than 270 million yuan, 330 million yuan and 420 million yuan (including this amount).
According to the audit report on the implementation of performance commitments dahuhezi [2020] No. 001859, dahuhezi [2021] No. Shandong Longquan Pipeline Engineering Co.Ltd(002671) and dahuhezi [2022] No. 003234 issued by Dahua Certified Public Accountants (special general partnership), the performance commitments of the subject company in 2019, 2020 and 2021 have been realized without performance compensation. For details, please refer to the relevant announcements published by the listed company on cninfo.com on March 25, 2020, March 24, 2021 and March 24, 2022 respectively.
(II) description of other matters
As of the date of this announcement
