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LeTV: New LeTV Wisdom Valued from RMB 12 Billion to RMB 9 Billion

via:博客园     time:2018/3/30 9:31:41     readed:183

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On March 29th, March 29th, LeTV (sz300104) announced that in the near future, after further communication and agreement between the company and all investors, new progress was made on the new LeTV zhijia replenishment proposal: As a result, the previously identified replenishment parties intend to raise financing in accordance with a valuation of more than 12 billion yuan. After having communicated and negotiated with the counterparties several times, the proposed replenishment party intends to adjust the replenishment plan at a valuation of 9 billion yuan.

The company actively negotiated with all investors and creditors to confirm that the newly created counterparty, Jiangsu Design Valley Technology Co., Ltd. (hereinafter referred to as “Design Valley Technology”) will use the RMB 240 million of the existing claims to increase capital.

Attachment LeTV Information Technology (Beijing) Co., Ltd. Announcement on the Progress of the Company's Subsidiary Capital Increase and Related Party Transactions:

I. Outline of the replenishment plan

LeTV Information Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company” or “LesTV”) holds a subsidiary of New Music as Wisdom Electronic Technology (Tianjin) Co., Ltd. (hereinafter referred to as “New Music Vision Wisdom”) ;) Since the advent of smart TV, the business scale has grown rapidly and it has a huge user base. However, with the outbreak of the overall crisis at the end of 2016, the company and Xin Lezhi's brand and reputation are seriously damaged, and some receivables are more difficult to recover. As a result, the company’s cash flow is extremely tight, and the new music as Wisdom needs to be injected through funds in order to realize the reactivation of the business.

In view of the above background of the company's business environment, the company convened the 52nd meeting of the third session of the Board of Directors on January 2, 2018 to discuss and approve the "Proposal on the Plan to Increase Capital of New Lezhi Zhijia Electronic Technology (Tianjin) Co., Ltd." and " Regarding the Company's Proposal on Capital Increase and Related Transactions of Holding Subsidiaries (Announcement No.: 2018-007), the related directors evaded voting, and the related party's motion has obtained the independent opinion of the independent directors for their prior approval and consent.

Recently, after further communication and agreement between the company and various investors, new progress was made on the new LeTV WIZ’s replenishment proposal: the original replenishment was unchanged, and the replenishment parties previously identified will be financing at a valuation of more than RMB12 billion. The Company communicated and negotiated with the counterparties several times and planned to adjust to implement the capital increase plan at a valuation of RMB 9 billion.

The company actively negotiated with all investors and creditors to confirm that the newly created counterparty, Jiangsu Design Valley Technology Co., Ltd. (hereinafter referred to as “Design Valley Technology”) will use the RMB 240 million of the existing claims to increase capital. Previously, the new music as wise family replenishment plan has been reviewed and approved at the 52nd meeting of the third session of the Board of Directors. Among the counterparties involved in the replenishment plan, except that the company and Tianjin Jiarui jointly increased the capital of the new Le Zhizhijia accounted for the related transactions (specific For details, please refer to the “Announcement Concerning the Company's Capital Increase and Related Party Transactions for Holding Subsidiaries” on January 2, 2018. Design Valley Technology has no affiliated relationship with the company, and this replenishment plan does not constitute “major asset reorganization management of listed companies”. The major asset restructuring prescribed in the Measures does not require the approval of relevant departments.

The capital increase plan is mainly focused on the introduction of new investors. After the completion of this capital increase, LeTV.com’s shareholding in New Music Vision’s shares declined. At the same time, LeTV.com gave up its right to prioritize the capital increase.

Second, the new transaction counterparty basic situation and associated relationship

Jiangsu Design Valley Technology Co., Ltd.

1. Registered capital: RMB 50 million

2. Date of establishment: July 20, 2009

3. Legal representative: Chen Jinghua

4, type: limited liability company

5, a unified social credit code: 91320583692559453X

6. Accommodation: No. 166 Qianjin East Road, Kunshan Development Zone

7. Business Scope: Research, development, processing, manufacturing, sales of home appliances, video products, LCD modules and components, and LCD TVs; mold and board processing; packaging design, marketing promotion design, print advertising design, web design, and corporate Image design, industrial design consulting and training (excludes nationally recognized vocational certificate training); technical consulting and patent application services for spare parts and materials; property management; house leasing; import and export of goods and technology. (Projects that are subject to approval according to the law may only be carried out after approval by the relevant department)

8. Equity control relationship:

The major shareholder Guangzhou Yichang Technology Co., Ltd. holds a share of 99%. Design Valley Technology is actually controlled by the actual controller Xiong Haitao.

The above relationship between the counterparty and the company of the transaction: There is no associated relationship or interest arrangement with the company; there is no related relationship or interest arrangement with the company's controlling shareholders, actual controllers, directors, supervisors and senior management personnel.

Third, the purpose of this transaction and the impact on the company

The capital increase can relieve the tension of the New Lezhi Wisdom Family, and help restore the company and the new LeTV brand as well as the reputation to realize the reactivation of related businesses, which is in line with the company's direction of sustainable development and long-term interest. The matter did not damage the interests of the company, shareholders, especially small and medium shareholders, and this time giving up the right to raise capital will not have a material impact on the company. After the completion of this transaction, it will be possible to enhance the operating capacity of the new Le Zhi Zhijia, meet the capital needs to be solved, introduce strategic investors for the new Le Zhi zhijia, and optimize the debt structure of the new Le Zhi zhijia.

In this replenishment plan, the other party's proposed increase in the amount of funds and the determination of the investor may be adjusted due to the negotiation situation. The shareholdings of all investors are ultimately subject to the shareholders’ agreement.

Before the capital increase, the equity structure of Xinlezhizhijia is as follows:

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According to the terms of the new Lezhi Wisdom Charter, the number of directors on the board of directors is four, of which LeTV has the right to nominate three directors and Tianjin Jiaru has the right to nominate one director. Accordingly, LeTV.com has a significant impact on the voting of the new LeTV Zhijia shareholders meeting, and can determine that more than half of the members of the board of directors are optional and still have actual control.

After the completion of this capital increase, LeTV.com remains the largest shareholder of Xinle Zhizhizhi. The scope of the company's consolidated statements has not changed and will not affect the company's financial status, operating results, future main business, and continuing operations. The matter did not damage the interests of the company, shareholders, especially small and medium shareholders. The abandonment of the same proportion of first-time subscription rights will not have a material impact on the company.

Fourth, other instructions

1. Each of the aforementioned counterparties (including the replenishment parties announced on January 2, 2018) and the amount of capital increase are the intentional results of initial communication between the company and the parties. There are traders, increased funds, methods of capital increase, and valuation of the underlying assets due to negotiation. The possibility and risk of adjustment will be based on the final signed contract.

2. The company is still actively communicating with each counterparty. If relevant progress is made, the company will promptly announce the progress of capital increase.

3. The company will perform the corresponding decision-making and approval procedures and information disclosure obligations in accordance with the specific circumstances of the implementation of the capital increase plan. Investors are advised to pay attention to investment risks.

Special announcement.

LeTV Information Technology (Beijing) Co., Ltd.

Board of Directors

March 29, 2018

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