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LeTV.com: New LeTV Wisdom and Jingdong Strategic Cooperation Extended Disclosure Annual Report

via:博客园     time:2018/4/25 11:32:00     readed:160

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On the evening of April 24th, LeTV announced that the company's holding subsidiary Xin Le Zhi Zhijia and JD signed an intentional agreement.

According to the contents of the announcement, the two parties agreed to carry out in-depth business cooperation in the areas of e-commerce, member accounts, advertising systems, logistics, voice technology, music and new product procurement, and unbounded retail, to jointly develop markets and serve users. Share customer resources and service capabilities.

In addition, the company originally scheduled to disclose the annual report today, the company has not yet obtained the 2017 annual audit report, is expected to be unable to disclose on schedule, will be postponed until April 27 for disclosure.

LeTV.com stated in the announcement of the deferred disclosure that, based on the current audit work results, the company’s net profit loss in 2017 may further expand, and there is no case that the company’s net assets are negative and the company does not have a listing condition.

The following is the original announcement

LeTV Information Technology (Beijing) Co., Ltd.

Announcement on Signing the "Strategic Business Cooperation Agreement" between the Company's Holding Subsidiary and Jingdong

The company and all members of its board of directors ensure that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special Note:

1. The "Strategic Business Cooperation Agreement" signed this time is the company's holding subsidiary, Le Rongzhixin Electronic Technology (Tianjin) Co., Ltd. 1 (hereinafter referred to as "Leverage New" or "New Le Zhi Zhi Jia"). The intentional agreement signed with Beijing Jingdong Century Trading Co., Ltd. (hereinafter referred to as “JD”) is a principled guideline for the signing of a specific cooperation agreement between the two parties. It does not need to be submitted to the company’s board of directors or the shareholders’ general meeting for deliberation; if further signing of other relevant agreements, the company The necessary approval procedures will be performed in accordance with relevant regulations and a progress announcement will be issued in a timely manner.

2. The specific cooperation matters involved in the “Strategic Business Cooperation Agreement” signed this time require the signing of a separate formal cooperation agreement. There is still uncertainty.

3. The company could not predict the impact of the signing of the "Strategic Business Cooperation Agreement" on the company's operating performance for the time being; the impact on the future annual business performance will depend on the subsequent implementation of the parties to the agreement.

4. 18.38% of the shares held by Lefluxon's new shareholder LeTV Holdings are frozen, and some or all of them will enter judicial auction procedures. There is a risk that the company will lose its controlling shareholding in the controlling subsidiaries due to the legal auction of some of the shares of the controlling subsidiaries.

5. Up till now, the company has pledged its shares held by Le Rongzhi to the new equity. If the company fails to timely repay the debt and the pledged assets are disposed of in accordance with the law, the company will face the risk of losing the new real control rights of Lefluxon, resulting in Le Rong The new can not be incorporated into the scope of the listed company's consolidated statements.

First, the basic situation of the agreement

1, the basic conditions of the signing of the agreement

On April 20, 2018, the company disclosed the “Announcement on the Completion of Industrial and Commercial Change of Holding Subsidiaries” (public notice No.: 2018-063). The company’s holding subsidiary, Xinle as Wisdom Electronic Technology (Tianjin) Co., Ltd., changed the name to “Luo Rongzhi”. New Electronic Technology (Tianjin) Co., Ltd.

Levision Network Information Technology (Beijing) Co., Ltd. (hereinafter referred to as "Company" or "LesTV"), a subsidiary of the company, has signed "Strategic Business Cooperation Agreement" with Jingdong (hereinafter referred to as "this agreement"). ;).

This agreement is a framework agreement for the strategic cooperation between the two companies, which includes details of the specific cooperation of each business, which will be negotiated and signed by both parties.

The signing of this agreement does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the Administrative Measures for Major Asset Restructuring of Listed Companies.

2, the basic situation of the other party to the agreement

Jingdong is a well-known Internet e-commerce company and is mainly engaged in proprietary and platform e-commerce business.

The basic situation is as follows:

Company Name: Beijing Jingdong Century Trading Co., Ltd.

Legal representative: Liu Qiangdong

Registered capital: 139,798,560 US dollars

Unified social credit code: 911103026605015136

Address of the company: Room 201, Floor 2, Block C, No. 18, Kechuang 11th Street, Beijing Economic and Technological Development Zone, Beijing

Date of establishment: April 20, 2007

Main business: wholesale, retail styling packaged food, health food (does not involve state-run trade management goods; deal with the application procedures of quota license management products in accordance with relevant state regulations; wholesale veterinary drugs; road cargo transportation; robot production and assembly; computer Software production; sales of self-produced products; basic software services; technology development, technical consulting, technical services, technology transfer, technical training; software development, software design; robotics research and development; computer network technology development; equipment installation, maintenance; computer system integration Machinery equipment, household appliances, electronic components, hardware, electronic products, stationery, photographic equipment, computers, software and auxiliary equipment, cosmetics and sanitary products, chemical products (excluding hazardous chemicals and a class of precursors Chemicals), sporting goods, department stores, stamps, textiles, clothing, daily necessities, furniture, gold and silver jewellery, contraceptives (except birth control pills), fresh fruits, vegetables, salt, feed, flowers, seeds, decorative materials, communication equipment , building materials, craftsmanship , watches and clocks, toys, auto and motorcycle accessories, robots, instrumentation, sanitary ware, ceramic products, rubber and plastic products, motorcycles, smart cards, fertilizers, pesticides, livestock (excluding Beijing) wholesale, commission agents ( (except for auctions), retail, import and export and agency import and export business; photography services; warehousing services; conference services; providing labor services (except labor dispatch, labor service cooperation); economic information consultation; education consulting (excluding studying abroad and intermediary services) Corporate management consulting; corporate management training; collection of gas, water, electricity; train ticket agent; commissioned production of electronic products; commissioned production of photographic equipment; commissioned production of computer software and auxiliary equipment; commissioned production of household appliances; car rental (not Including nine or more passenger cars); engaged in the business management service of public parking of motor vehicles; rental of office space; property management; auction (without cultural relics). (Commodities involving quota license management and special regulations shall be handled in accordance with the relevant regulations of the country.) (Wholesale veterinary drugs, road cargo transportation, and projects subject to approval by law shall be subject to approved activities after approval by the relevant department.)

JD does not have a relationship with the company.

Second, the main content of the agreement

1. Cooperation contents

Le Rongzhixin and JD East agreed that in order to give full play to the advantages of resources in their respective fields, the two sides agreed to negotiate in the areas of e-commerce, member accounts, advertising systems, logistics, voice technology, and music to create new products. Purchasing fields, unrestricted retail areas, etc. carry out in-depth business cooperation to jointly develop markets, serve users, and share customer resources and service capabilities.

2. Effective

This Agreement shall be signed by the legal representatives or authorized representatives of both parties and be affixed with an official seal, shall enter into force on the date of the date set out in the text of this Agreement and be binding on both parties.

Third, the implementation of the agreement on the impact of listed companies

Le Rongzhixin is a subsidiary company of listed companies. This cooperation is in line with the company's "platform + terminal + content + application" ecological philosophy, which is conducive to the use of LeTV's powerful Internet segmented operating capabilities based on the current big data platform and cloud. The computing platform further fully exploits its potential value.

IV. Risk Warning

1. The performance of this contract is subject to the risk of force majeure.

2. The company will perform the corresponding decision-making and approval procedures and information disclosure obligations in accordance with the specific circumstances of this agreement. Investors are advised to take risks and invest rationally.

Fifth, other instructions

1. All company information is based on the announcement issued by the company in the designated information disclosure media of the China Securities Regulatory Commission's Growth Enterprise Market.

2. Regarding the follow-up progress of the above matters, the company will, depending on the actual situation, pass a temporary announcement or make a disclosure in a regular report. Please pay attention to investors.

Six, for reference documents

Strategic Business Cooperation Agreement

LeTV Information Technology (Beijing) Co., Ltd.

Board of Directors

April 24, 2018

LeTV Information Technology (Beijing) Co., Ltd.

Prompt Announcement on Extended Disclosure of Periodic Reports

The company and all members of its board of directors ensure that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special Note:

1. The company originally scheduled to disclose the 2017 annual report on April 25, 2018. As the auditing work is still in progress, the company has not yet obtained the 2017 annual audit report. It is expected that it will not be disclosed on schedule and will be postponed until April 27, 2018. Disclosure.

2. As of now, based on the current audit work results, the company's net profit loss in 2017 may further expand, and there is no case that the company's net assets are negative and the company does not meet the conditions for listing. At present, the results of the audit have not yet been issued and there is a possibility that non-standard opinions will be issued in the current report. Please refer to the final audit result.

3. There is no temporary suspension of the regular report of this extension.

LeTV Information Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company” or “LesVision”) originally made an appointment to disclose the 2017 annual report on April 25, 2018. It is currently predicted that the above schedule cannot be disclosed within the prescribed time limit. report.

The company's board of directors and board of supervisors convened the board of directors and the board of supervisors on January 8, 2018 respectively to consider and approve the "Proposal on the Change of Accounting Firms", and to employ Lixin Certified Public Accountants (special general partnership) with relevant qualifications for securities and futures business (hereinafter referred to as "Lixian"). The accounting firm”) acts as a company auditor.

After receiving the entrustment of this audit work, Shu Lun Pan Certified Public Accounts Co., Ltd. sent a team leader and staff with rich experience to fully promote the auditing work. The company gave full and active cooperation. During the audit period, the company’s senior management, financial staff and project team maintained uninterrupted communication. The company has in-depth communication with Shu Lun Pan Certified Public Accountants. Lixin Pan Certified Public Accountants has known the company's status and problems. However, due to limited time and due to careful consideration, the company considers it necessary to postpone the company's 2017 annual report.

During the 2017 annual audit of the company, the company's board of directors, board of supervisors and management paid close attention to the progress of the audit. The management team had communicated and discussed with the partners of Lixin Pan Certified Public Accountants and the person in charge of the site several times in this audit work.

The management of the company has been actively promoting the audit and evaluation work, with a view to disclosing the company's 2017 annual report according to the statutory period. However, due to issues such as large audit workload, the completion time of the audit work may be later than expected. The company's board of directors, board of supervisors, and management continued to advance the progress of the audit work. It has fully and faithfully fulfilled its fidelity obligations and diligence obligations. It will promptly disclose the 2017 annual report of the company on the premise of ensuring the truthfulness, accuracy and completeness of the company's audit report and periodic report. The company's 2017 annual report is expected to be postponed until April 27, 2018.

The company’s board of directors expressed sincere apologies for the inconvenience caused to investors by the timing of the disclosure of the periodical adjustment report. Investors are required to understand it.

Special announcement

LeTV Information Technology (Beijing) Co., Ltd.

Board of Directors

April 24, 2018

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