Zhongguancun Science Tech Leasing : DISCLOSEABLE TRANSACTION FINANCE LEASE TRANSACTIONS

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ʕᗫӀ߅Ҧॡ༣ٰ΅Ϟࠢʮ̡

ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1601)

DISCLOSEABLE TRANSACTION FINANCE LEASE TRANSACTIONS

FINANCE LEASE AGREEMENTS

The Board hereby announces that on February 25, 2021, the Company (as the Lessor) entered into the Finance Lease Agreement II, the Finance Lease Agreement III, the Finance Lease Agreement IV and the Finance Lease Agreement V with the Lessee II, the Lessee III, the Lessee IV and the Lessee V, respectively, pursuant to which (i) the Lessee II, the Lessee III, the Lessee IV and the Lessee V would sell its own assets, namely, the Leased Assets II, the Leased Assets III, the Leased Assets IV and the Leased Assets V to the Lessor, at a transfer consideration of RMB12,500,000, RMB3,200,000, RMB3,400,000 and RMB2,200,000, respectively; and (ii) the Lessor would lease back the Leased Assets II, the Leased Assets III, the Leased Assets IV and the Leased Assets V to the Lessee II, the Lessee III, the Lessee IV and the Lessee V for a term of 36 months, respectively. Under the Finance Lease Agreement II, the total lease payment was RMB13,690,610, which included a finance lease principal of RMB12,500,000 and a finance lease interest income (inclusive of VAT) of RMB1,190,610. Under the Finance Lease Agreement III, the total lease payment was RMB3,504,795, which included a finance lease principal of RMB3,200,000 and a finance lease interest income (inclusive of VAT) of RMB304,795. Under the Finance Lease Agreement IV, the total lease payment was RMB3,723,848, which included a finance lease principal of RMB3,400,000 and a finance lease interest income (inclusive of VAT) of RMB323,848. Under the Finance Lease Agreement V, the total lease payment was RMB2,409,550, which included a finance lease principal of RMB2,200,000 and a finance lease interest income (inclusive of VAT) of RMB209,550.

Within the past twelve months, on February 7, 2021, the Company (as the Lessor) entered into the Finance Lease Agreement I with Lessee I, pursuant to which (i) the Lessee I would sell its own assets, namely, the Leased Assets I to the Lessor, at a transfer consideration of RMB18,700,000; and (ii) the Lessor would lease back the Leased Assets I to the Lessee I for a term of 36 months with a total lease payment of RMB20,538,420, which under the Finance Lease Agreement I included a finance lease principal of RMB18,700,000 and a finance lease interest income (inclusive of VAT) of RMB1,838,420.

LISTING RULES IMPLICATIONS

The Lessee I, the Lessee II, the Lessee III, the Lessee IV and the Lessee V are parties connected with one another (as set out under Rule 14.23 of the Listing Rules). As the transactions under the Finance Lease Agreements were entered into during the 12-month period, according to Rule 14.22 of the Listing Rules, the transactions thereunder shall be aggregated as a series of transactions. As the highest applicable percentage ratio under each of the Finance Lease Agreements on a stand-alone basis is less than 5%, while the highest applicable percentage ratio upon aggregation of the Finance Lease Agreements is higher than 5% but lower than 25% therefore, the transactions thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

The Board hereby announces that on February 25, 2021, the Company (as the Lessor) entered into the Finance Lease Agreement II, the Finance Lease Agreement III, the Finance Lease Agreement IV and the Finance Lease Agreement V with the Lessee II, the Lessee III, the Lessee IV and the Lessee V, respectively, pursuant to which (i) the Lessee II, the Lessee III, the Lessee IV and the Lessee V would sell its own assets, namely, the Leased Assets II, the Leased Assets III, the Leased Assets IV and the Leased Assets V to the Lessor, at a transfer consideration of RMB12,500,000, RMB3,200,000, RMB3,400,000 and RMB2,200,000, respectively; and (ii) the Lessor would lease back the Leased Assets II, the Leased Assets III, the Leased Assets IV and the Leased Assets V to the Lessee II, the Lessee III, the Lessee IV and the Lessee V for a term of 36 months, respectively. Under the Finance Lease Agreement II, the total lease payment was RMB13,690,610, which included a finance lease principal of RMB12,500,000 and a finance lease interest income (inclusive of VAT) of RMB1,190,610. Under the Finance Lease Agreement III, the total lease payment was RMB3,504,795, which included a finance lease principal of RMB3,200,000 and a finance lease interest income (inclusive of VAT) of RMB304,795. Under the Finance Lease Agreement IV, the total lease payment was RMB3,723,848, which included a finance lease principal of RMB3,400,000 and a finance lease interest income (inclusive of VAT) of RMB323,848. Under the Finance Lease Agreement V, the total lease payment was RMB2,409,550, which included a finance lease principal of RMB2,200,000 and a finance lease interest income (inclusive of VAT) of RMB209,550.

Within the past twelve months, on February 7, 2021, the Company (as the Lessor) entered into the Finance Lease Agreement I with Lessee I, pursuant to which (i) the Lessee I would sell its own assets, namely, the Leased Assets I to the Lessor, at a transfer consideration of RMB18,700,000; and (ii) the Lessor would lease back the Leased Assets I to the Lessee I for a term of 36 months with a total lease payment of RMB20,538,420, which under the Finance Lease Agreement I included a finance lease principal of RMB18,700,000 and a finance lease interest income (inclusive of VAT) of RMB1,838,420.

The table below sets out the details of the Finance Lease Agreements:

Net book
value of
Expiry date of	Finance	income	Leased
Date of finance	financial lease	lease principal	(inclusive	Security	Total lease	Assets
Finance Lease Agreement	lease agreement	agreement	amount	of VAT)	deposits	payment	(Approx.)
RMB	RMB	RMB	RMB	RMB
Finance Lease Agreement I	February 7, 2021	February 6, 2024	18,700,000	1,838,420	1,870,000	20,538,420	25,250,188
Finance Lease Agreement II	February 25, 2021	February 24, 2024	12,500,000	1,190,610	1,250,000	13,690,610	16,502,172
Finance Lease Agreement III	February 25, 2021	February 24, 2024	3,200,000	304,795	320,000	3,504,795	4,228,055
Finance Lease Agreement Ś	February 25, 2021	February 24, 2024	3,400,000	323,848	340,000	3,723,848	4,539,680
Finance Lease Agreement V	February 25, 2021	February 24, 2024	2,200,000	209,550	220,000	2,409,550	2,911,732
Total	40,000,000	3,867,223	4,000,000	43,867,223	53,431,827

Finance lease interest

FINANCE LEASE AGREEMENTS

The principal terms contained in each of the Finance Lease Agreements are substantially similar. Principal terms of the Finance Lease Agreements are as follows:

Parties

Lessor: the Company

Lessees: limited liability companies established in the PRC, which are principally engaged in the provision of ophthalmic medical services.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the Lessees and their ultimate beneficial owner are all independent third parties of the Company and its connected persons (as defined in the Listing Rules).

Leased Assets

The Leased Assets I, the Leased Assets II, the Leased Assets III, the Leased Assets IV and the Leased Assets V are all ophthalmic medical equipment, with net book value of approximately RMB25,250,188, RMB16,502,172, RMB4,228,055, RMB4,539,680 and RMB2,911,732, respectively.

The Lessees do not separately calculate the profits before and after tax of the Leased Assets. The transfer considerations to acquire the Leased Assets under the Finance Lease Agreements will be funded by the Company's internal resources.

Lease Period

The lease period of each of the Finance Lease Agreements is 36 months.

Lease Payment and Method of Payment

Pursuant to the Finance Lease Agreements, the lease payment comprises finance lease principal and finance lease interest income (inclusive of VAT).

Under the Finance Lease Agreement I, the finance lease principal is RMB18,700,000, the finance lease interest income (inclusive of VAT) is expected to be RMB1,838,420 (calculated based on the interest rate of 6.3% per annum), the total lease payment is RMB20,538,420, the Lessee I shall pay the lease payment to the Lessor at the end of each month in instalments in accordance with the Finance Lease Agreement I during the lease period.

Under the Finance Lease Agreement II, the finance lease principal is RMB12,500,000, the finance lease interest income (inclusive of VAT) is expected to be RMB1,190,610 (calculated based on the interest rate of 6.3% per annum), the total lease payment is RMB13,690,610, the Lessee II shall pay the lease payment to the Lessor at the end of each month in instalments in accordance with the Finance Lease Agreement II during the lease period.

Under the Finance Lease Agreement III, the finance lease principal is RMB3,200,000, the finance lease interest income (inclusive of VAT) is expected to be RMB304,795 (calculated based on the interest rate of 6.3% per annum), the total lease payment is RMB3,504,795, the Lessee III shall pay the lease payment to the Lessor at the end of each month in instalments in accordance with the Finance Lease Agreement III during the lease period.

Under the Finance Lease Agreement Ś , the finance lease principal is RMB3,400,000, the finance lease interest income (inclusive of VAT) is expected to be RMB323,848 (calculated based on the interest rate of 6.3% per annum), the total lease payment is RMB3,723,848, the Lessee IV shall pay the lease payment to the Lessor at the end of each month in instalments in accordance with the Finance Lease Agreement Ś during the lease period.

Under the Finance Lease Agreement V, the finance lease principal is RMB2,200,000, the finance lease interest income (inclusive of VAT) is expected to be RMB209,550 (calculated based on the interest rate of 6.3% per annum), the total lease payment is RMB2,409,550, the Lessee V shall pay the lease payment to the Lessor at the end of each month in instalments in accordance with the Finance Lease Agreement V during the lease period.

The terms of the Finance Lease Agreements, including transfer considerations for the Leased Assets, finance lease principals, finance lease interest incomes and other expenses under the Finance Lease Agreements, were determined upon arm's length negotiation between the Lessees and the Lessor with reference to net book values of the Leased Assets and prevailing market prices of the same category of finance lease products in the PRC.

Security Deposits

The Lessee I, the Lessee II, the Lessee III, the Lessee IV and the Lessee V agreed to pay the security deposits for the Finance Lease Agreement I, the Finance Lease Agreement II, the Finance Lease Agreement III, the Finance Lease Agreement Ś and the Finance Lease Agreement V of RMB1,870,000 (bearing nil interests), RMB1,250,000 (bearing nil interests), RMB320,000 (bearing nil interests), RMB340,000 (bearing nil interests) and RMB220,000 (bearing nil interests), respectively. When the last lease payment of the Finance Lease Agreements, the lease payments and other payables under the final payment will automatically be deducted from the deposits, and the Lessor will refund each of the Lessees the remaining amount (if any).

Ownership of the Leased Assets

During the lease period, the ownership of the Leased Assets shall be vested in the Lessor. If the Lessees have properly and fully performed all obligations under the respective Finance Lease Agreements, upon the expiry of the Finance Lease Agreements, the Lessor will transfer the Leased Assets to the Lessees at the consideration of RMB100 in nominal value, respectively.

Guarantee

The guarantee arrangements for the Finance Lease Agreement I, the Finance Lease Agreement II, the Finance Lease Agreement III, the Finance Lease Agreement Ś and the Finance Lease Agreement V are set out below:

• (1) the controlling shareholder of Lessees provides joint and several liabilities for the debts of the Lessees under the Finance Lease Agreements;

• (2) the ultimate beneficial owner of Lessees provides joint and several liabilities for the debts of the Lessees under the Finance Lease Agreements;

• (3) 100% equity interest of the Lessee III, the Lessee IV and the Lessee V will be pledged by the shareholders of the Lessee III, the Lessee IV and the Lessee V to the Lessor, respectively; and

• (4) 100% equity interest of a connected company of the Lessees will be pledged by the shareholder of this company to the Lessor.

REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENTS AND THE FINANCE LEASE AGREEMENTS

The Company's principal activities are to provide finance leasing and advisory services to customers. The Finance Lease Agreements are entered into by the Company during its ordinary and usual course of business.

The Directors consider that entering into the Finance Lease Agreements will generate revenue and profit to the Company over the lease period and is consistent with the Company's business development strategy. Since the Finance Lease Agreements were entered into under normal commercial terms, the Directors are of the view that the terms under the Finance Lease Agreements are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

INFORMATION OF THE PARTIES

Information of the Company

The Company is a pioneer and a dedicated finance lease company in serving technology and new economy companies in China. As the sole finance lease platform under Zhongguancun Development Group Co., Ltd. ( ʕᗫӀ೯࢝ණྠٰ΅Ϟࠢʮ̡ ), the Company offers efficient finance lease solutions and a variety of advisory services to satisfy technology and new economy companies' needs for financial services at different stages of their growth. The Company's finance lease solutions primarily take the form of direct lease and sale-and-leaseback. The Company also delivers a variety of advisory services, including policy advisory and management and business consulting, to help its customers achieve rapid growth.

Information of the Lessees

The Lessees are limited liability companies established in the PRC, which are principally engaged in the provision of ophthalmic medical services.

LISTING RULES IMPLICATIONS

The Lessee I, the Lessee II, the Lessee III, the Lessee IV and the Lessee V are parties connected with one another (as set out under Rule 14.23 of the Listing Rules). As the transactions under the Finance Lease Agreements were entered into during the 12-month period, according to Rule 14.22 of the Listing Rules, the transactions thereunder shall be aggregated as a series of transactions. As the highest applicable percentage ratio under each of the Finance Lease Agreements on a stand-alone basis is less than 5%, while the highest applicable percentage ratio upon aggregation of the Finance Lease Agreements is higher than 5% but lower than 25% therefore, the transactions thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the following meanings:

"Board"

the board of directors of the Company

"Company"

Zhongguancun Science-Tech Leasing Co., Ltd. ( ʕᗫӀ߅Ҧॡ༣ ٰ΅Ϟࠢʮ̡ ), a joint stock company incorporated under the laws of the PRC with limited liability, the H shares of which are listed on the Stock Exchange with stock code of 1601

"Director(s)"

the director(s) of the Company

"Finance Lease Agreements"

the Finance Lease Agreement I, the Finance Lease Agreement II, the Finance Lease Agreement III, the Finance Lease Agreement Ś and the Finance Lease Agreement V

"Finance Lease Agreement I"

the finance lease agreement entered into between the Lessor and Lessee I on February 7, 2021

"Finance Lease Agreement II"

the finance lease agreement entered into between the Lessor and Lessee II on February 25, 2021

"Finance Lease Agreement III"

the finance lease agreement entered into between the Lessor and Lessee III on February 25, 2021

"Finance Lease Agreement IV"

the finance lease agreement entered into between the Lessor and Lessee IV on February 25, 2021

"Finance Lease Agreement V"

the finance lease agreement entered into between the Lessor and Lessee V on February 25, 2021

"independent third party(ies)"

any individual or company not being the connected persons (as defined under the Listing Rules) of the Company, independent of the Company and its connected persons (as defined under the Listing Rules) and not connected with them

"Leased Assets"

the Leased Assets I, the Leased Assets II, the Leased Assets III, the Leased Assets Ś and the Leased Assets V

"Leased Assets I"

ophthalmic medical equipment under the Finance Lease Agreement I, with a net book value of approximately RMB25,250,188

"Leased Assets II"

ophthalmic medical equipment under the Finance Lease Agreement II, with a net book value of approximately RMB16,502,172

"Leased Assets III"

ophthalmic medical equipment under the Finance Lease Agreement III, with a net book value of approximately RMB4,228,055

"Leased Assets IV"

ophthalmic medical equipment under the Finance Lease Agreement IV, with a net book value of approximately RMB4,539,680

"Leased Assets V"

ophthalmic medical equipment under the Finance Lease Agreement V, with a net book value of approximately RMB2,911,732

"Lessees"

the Lessee I, the Lessee II, the Lessee III, the Lessee IV and the Lessee V

"Lessee I"

Beijing Meiermu Hospital Co., Ltd.* ( ̏ԯߕဧͦᔼ৫Ϟࠢʮ ̡ ), a limited liability company established in the PRC, which is principally engaged in the provision of ophthalmic medical services. The ultimate beneficial owner of this company is YE Qing* ( ໢ڡ)

"Lessee II"

"Lessee III"

Baoding Meiermu Yinghua Hospital Co., Ltd.* ( ڭ֛ߕဧͦ᜻ശ ᔼ৫Ϟࠢʮ̡ ), a limited liability company established in the PRC, which is principally engaged in the provision of ophthalmic medical services. The ultimate beneficial owner of this company is YE Qing*

( ໢ڡ)

Beijing Meiermu Runshi Eye Hospital Co., Ltd.* ( ̏ԯߕဧͦ ᆗൖ଻߅ᔼ৫Ϟࠢப΂ʮ̡ ), a limited liability company established in the PRC, which is principally engaged in the provision of ophthalmic medical services. The ultimate beneficial owner of this company is YE Qing* ( ໢ڡ)

"Lessee IV"

Beijing Meiermu Dinghui Hospital Co., Ltd.* ( ̏ԯߕဧ֛ͦᅆᔼ ৫Ϟࠢʮ̡ ), a limited liability company established in the PRC, which is principally engaged in the provision of ophthalmic medical services. The ultimate beneficial owner of this company is YE Qing*

( ໢ڡ)

"Lessee V"

Beijing Meiermu Eye Hospital Co., Ltd.* ( ̏ԯߕဧͦ଻߅ᔼ ৫Ϟࠢʮ̡ ), a limited liability company established in the PRC, which is principally engaged in the provision of ophthalmic medical services. The ultimate beneficial owner of this company is YE Qing*

( ໢ڡ)

"Lessor"

the Company

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange

"PRC" or "China"	the People's Republic of China, which, for the purpose of this
announcement, excludes the Hong Kong Special Administrative
Region of the PRC, the Macau Special Administrative Region of the
PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"VAT"	value-added tax
Beijing, the PRC, February 25, 2021

By order of the Board

Zhongguancun Science-Tech Leasing Co., Ltd.

DUAN Hongwei

Chairman

As at the date of this announcement, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. LI Peng as non-executive Directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.

* For identification purposes only.