China Industrial Securities Co.Ltd(601377)
About Shenzhen Leaguer Co.Ltd(002243)
Issue shares to purchase assets and raise matching funds and related party transactions
Verification opinions on the lifting of some restricted shares
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " and "independent financial consultant") is the independent financial consultant of Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as " Shenzhen Leaguer Co.Ltd(002243) " and "listed company") for issuing shares to purchase assets and raising supporting funds and related party transactions. In accordance with the relevant requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the lifting of some restricted shares of Shenzhen Leaguer Co.Ltd(002243) issuing shares to purchase assets and raising supporting funds and related party transactions has been verified. The details are as follows:
1、 Basic information on the acquisition of restricted shares this time
(I) basic information
On November 25, 2019, the listed 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 listed 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 "the subject and the subject company"), and these shares have been
Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") approved to be listed on Shenzhen Stock Exchange on December 18, 2019. After the completion of this offering, the listed 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 listed 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 listed company; The total number of tradable shares without sale conditions is 60246647400 shares, accounting for 49.77% of the total share capital of the listed 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 later of the following times is the applicable unlocking time:
1. The accounting firm with securities business qualification shall issue a special audit report on the difference between the third period profit and the promised net profit of the remaining unlocked shares held by the other party, and the total amount - the 5th day after the number of shares to be compensated in this period is considered and approved by the general meeting of shareholders. (including performance commitment and impairment test) 2. The 5th day after fulfilling the compensation obligation (if necessary).
(if required).
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
Number of periods can apply for unlocking time can apply for unlocking shares
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.
During the lock-in period promised by Jie, Ju Chunguang and Zhong in the commitment letter on description of share lock-in and pledge issued by yongzhuo Hengji, Shi Yan and Wang Mei will not transfer the capital contribution of Li zepeng, Zhou Wen yongzhuo Hengji / yongzhuo Yufu / Fuhai Jiamu / win-win trade in any way, nor will they use any 2 locked building, military photo Transfer or transfer or agree that Shenzhen yongzhuo enjoys all 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 in any way.
Li Co., Ltd
Main contents of the commitment of the promisor
Item No
Beijing fuhaijia
Wood management consulting
Ltd., Shenzhen
Shenzhen steady win trade
Easy Co., Ltd
As of the date of issuance of this verification opinion, 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 listed company and all counterparties (Qingyan investment holding, harvest Yuantai and Jiaxing)
Hongdou, Dingsheng Hetai, yongzhuohengji, xiangxu technology, Cihui qingkehui, Jincheng enterprise management, qingkong venture capital)
Signed the profit forecast compensation agreement and promised Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. in 2019, 2020
Audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of 2021
Not less than 156.2 million yuan, 236 million yuan and 337.4 million yuan (including this amount), and the target company will be established in 2019
Audited net profit attributable to shareholders of the parent company in the consolidated statements of the year, 2020 and 2021
Not less than 270 million yuan, 330 million yuan and 420 million yuan (including this amount).
According to Dahua Hezi [2020] 001859 issued by Dahua Certified Public Accountants (special general partnership)
No., dahuhezi [2021] Shandong Longquan Pipeline Engineering Co.Ltd(002671) and dahuhezi [2022] 003234 performance commitments
According to the audit report, the performance commitments of the target company in 2019, 2020 and 2021 have been realized,
No performance compensation is required. For details, please refer to the listed companies on March 25, 2020 and March 3, 2021 respectively
Photos published on cninfo.com on March 24 and March 24, 2022
