Securities code: 300375 securities abbreviation: Tianjin Pengling Group Co.Ltd(300375) announcement Code: 2022-004 Tianjin Pengling Group Co.Ltd(300375)
Announcement on the completion of performance commitment compensation share repurchase and cancellation
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. The repurchase and cancellation of performance compensation shares involves the shares of two legal person shareholders and one natural person shareholder. The total number of shares repurchased and cancelled is 46328763, accounting for 6.5149% of the total share capital of the company before the repurchase. The nature of the shares is shares with limited sales conditions.
2. The compensated shares shall be repurchased and cancelled by the company at a total price of RMB 1. The company has completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on January 28, 2022. After the cancellation of this repurchase, the total share capital of the company was changed from 711123166 shares to 664794403 shares.
1、 Basic information of issuing shares and paying cash to purchase assets
On September 13, 2018, Tianjin Pengling Group Co.Ltd(300375) (" Tianjin Pengling Group Co.Ltd(300375) ") and Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (hereinafter referred to as " Chang Chun Eurasia Group Co.Ltd(600697) "), the shareholders of Hebei Xinou Auto Parts Technology Co., Ltd. (hereinafter referred to as "Hebei Xinou"), song Jinhua, Xie Donglin, Xie Dongtai Qinghe Xinou Enterprise Management Service Center (limited partnership) (hereinafter referred to as "Qinghe Xinou") ( Chang Chun Eurasia Group Co.Ltd(600697) , song Jinhua, Xie Donglin, Xie Dongtai and Qinghe Xinou hereinafter referred to as "counterparty") signed the agreement on issuing shares and paying cash to purchase assets and the performance compensation agreement. Tianjin Pengling Group Co.Ltd(300375) purchases shares from Chang Chun Eurasia Group Co.Ltd(600697) and other counterparties by issuing shares and paying cash. The counterparties hold 100% equity of Hebei New Europe, with a total transaction amount of RMB 120 million. Among them, the cash consideration is 720 million yuan and the share consideration is 480 million yuan.
On April 1, 2019, Tianjin Pengling Group Co.Ltd(300375) received the reply on approving Tianjin Pengling Group Co.Ltd(300375) to issue shares to purchase assets and raise supporting funds from Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (zjxk [2019] No. 498) from China Securities Regulatory Commission, which approved the company to issue shares to Chang Chun Eurasia Group Co.Ltd(600697) and other companies to purchase relevant equity of Hebei Xinou and raise supporting funds of no more than 132 million yuan. The company issued 119700746 shares to Chang Chun Eurasia Group Co.Ltd(600697) , Xie Dongtai and Qinghe Xinou. The details are as follows:
Counter party share consideration price (yuan / share) quantity (share)
(10000 yuan)
Chang Chun Eurasia Group Co.Ltd(600697) 32,400.00 4.01 80,798,004
Xie Dongtai 6000.00 4.01 14962593
Qinghe Xinou 9600.00 4.01 23940149
Total 48000.00 4.01 11970746
2、 Completion of performance commitments
According to the performance compensation agreement signed by the company and the counterparty on September 13, 2018, the counterparty jointly promises that the net profit realized by Hebei Xinou in 2018, 2019 and 2020 (subject to the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in that year) shall not be less than 80 million yuan, 100 million yuan and 120 million yuan respectively, The accumulated net profit in three years shall not be less than 300 million yuan. If the actual profit realized by Hebei New Europe in the compensation period is lower than the net profit commitment, the compensation obligor shall compensate according to the calculation method and compensation method agreed in this agreement.
According to the audit report (xksbz [2019] No. zb10540 and xksbz [2020] No. zb10223) issued by Lixin Certified Public Accountants (special general partnership) for the target company in 2018-2019, Hebei Xinou realized a net profit of 142.2857 million yuan attributable to the owner of the parent company after deducting non recurring losses in 2018 and 2019, and the cumulative performance completion degree was 79.05%, Less than 90%. Therefore, the counterparty has given priority to the compensation of 37620210 shares of the company obtained due to this exchange, and the company has gone through the share cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
According to the verification report on the achievement of major asset restructuring performance commitments (xyzh / 2021jnaa40048) issued by ShineWing Certified Public Accountants (special general partnership), Hebei Xinou achieved a net profit of 73.5554 million yuan attributable to the owner of the parent company after deducting non recurring profits and losses in 2020, completing 61.30% of the performance commitments in 2020.
In 2020, together with the net profit attributable to the owner of the parent company after deducting non recurring profits and losses actually realized in 2018 and 2019, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses accumulated in Hebei Xinou in 2018, 2019 and 2020 was 215841200 yuan, which was higher than the promised 2018 In 2019 and 2020, after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company was 300 million yuan, down from 84.1588 million yuan. 71.95% of the original performance commitments have been completed in three years, and the completion of Hebei New Europe performance commitments in 2020 has not reached 90%. Therefore, the counterparty shall compensate the company, giving priority to the company's shares obtained due to this exchange.
3、 Compensation amount and number of shares for outstanding performance commitments
(I) specific agreement on performance compensation
1. Performance compensation principle
If the performance commitment of Hebei New Europe in 2018 or 2019 fails to reach 90%, the counterparty shall perform the compensation obligation in the current year according to the calculation method and compensation method agreed in the performance compensation agreement; If the performance commitment of Hebei New Europe in 2018 and 2019 reaches or exceeds 90%, the compensation obligor does not need to perform the compensation obligation in the current year. When the compensation period expires, it can determine the accumulated net profit of Hebei New Europe during the compensation period and perform the compensation obligation according to the calculation method and compensation method agreed in the performance compensation agreement.
If the performance compensation obligation is triggered, the counterparty shall have priority to compensate with the shares of the listed company it holds, and the number of compensation shares shall not exceed the total number of shares issued by the listed company to the counterparty in this transaction; If the shares held by the counterparty are insufficient for compensation, the counterparty shall compensate in cash; Total compensation amount of the counterparty (total amount of share compensation) × The issuing price + total amount of cash compensation) shall not exceed the total consideration of this transaction. If the listed company has ex rights issues such as share distribution and capital reserve conversion to share capital during the period from the completion of this transaction to the date when the listed company receives all share compensation and / or cash compensation agreed in the performance compensation agreement, the number of shares actually compensated by the counterparty and the upper limit of the cumulative number of shares to be compensated will be adjusted ex rights according to the actual situation; If the listed company has cash dividends during the above-mentioned period, the cumulative dividend income obtained by the number of compensation shares at the time of compensation implementation (subject to the amount of individual income tax payment) shall be given to the listed company free of charge.
If the actual net profit realized in any year is higher than the net profit commitment, the excess can be included in the profit of the next year for the compensation calculation of the next year; When the number of shares to be compensated or the amount to be compensated calculated during the compensation period is less than or equal to 0, it is taken as 0, that is, the compensated shares and amount are not reversed.
2. Calculation method of performance compensation amount
If the performance commitment of Hebei New Europe fails to reach 90% in any compensation period, the amount of compensation payable for that year shall be calculated and determined according to the following formula within 10 days from the date of disclosure of the annual report (including special opinions) of the listed company for the corresponding year:
Amount to be compensated in the current year = (cumulative net profit commitment of Hebei New Europe by the end of the current year - cumulative actual profit of Hebei New Europe by the end of the current year) ÷ total net profit commitment of each year during the compensation period of Hebei New Europe × The total consideration of the listed company for purchasing the corresponding underlying assets - the amount compensated;
Compensated amount = number of compensated shares × Issue price + compensated cash amount.
If the performance commitment of Hebei New Europe in 2018 or 2019 reaches or exceeds 90% but does not reach 100%, there is no need to perform the compensation obligation in that year. Within 10 days from the date of disclosure of the listed company's 2020 annual report (including special opinions), the total amount of compensation payable during the compensation period shall be calculated and determined according to the following formula:
Amount to be compensated = (cumulative net profit commitment of each year during the compensation period of Hebei New Europe - cumulative actual net profit of each year during the compensation period of Hebei New Europe) ÷ total net profit commitment of each year during the compensation period of Hebei New Europe × The total consideration of the listed company for purchasing the corresponding underlying assets.
The counterparty shall give priority to the compensation of Listed Companies in the form of share compensation, that is, give priority to the compensation of shares of listed companies obtained due to this exchange, and calculate and determine the number of shares to be compensated in each year according to the following formula: the number of shares to be compensated in the current year during the compensation period = the amount to be compensated in the current year during the compensation period ÷ the issue price; If the number of shares to be compensated calculated according to the above calculation method exceeds the number of shares obtained in this issuance held by the counterparty at this time, the difference shall be compensated by the counterparty in cash, and the amount of cash compensation for each year shall be calculated and determined according to the following formula:
Cash amount to be compensated in the current year during the compensation period = amount to be compensated in the current year during the compensation period - number of compensated shares in the current year × Issue price.
3. Implementation of performance compensation
(1) Share compensation
If the counterparty needs to compensate for the shares of the listed company, the listed company shall notify the counterparty in writing of the number of shares to be compensated within 10 days from the date of issuing the annual report (including special opinions) of the corresponding year of Hebei New Europe. The counterparty shall, within 30 days from the date of receiving the aforesaid written notice from the listed company, give a written reply to the listed company on the right status of the shares of the listed company held by it (including but not limited to share locking, equity pledge, judicial freezing, etc.), the number of shares that can eventually be compensated to the listed company and the amount of cash compensation for the insufficient compensation of shares, And assist the listed company in notifying the clearing company to transfer the number of shares it holds and should compensate to the special account established by the board of directors of the listed company for separate locking. These locked shares do not have the right to vote and do not have the right to dividend distribution.
After receiving the written reply provided by the counterparty, the listed company shall finally determine the number of shares and cash amount to be compensated by the counterparty within 3 working days, and convene a shareholders' meeting on the share repurchase of compensated shares within 30 days; If the share repurchase is deliberated and approved by the general meeting of shareholders and the required approval is obtained, the listed company shall repurchase all the compensation shares of the counterparty deposited in the lock-in account of the above listed company at a total price of 1.00 yuan and cancel them; If the share repurchase has not been deliberated and approved by the general meeting of shareholders of the listed company or has not obtained the required approval, the listed company shall notify the counterparty in writing within 5 trading days after the announcement of the resolution of the general meeting of shareholders or the determination that the required approval cannot be obtained, and the counterparty will obtain the required approval as soon as possible within 30 days after receiving the notice, in compliance with relevant securities regulatory regulations On the premise of the requirements of the rules and regulatory authorities, the shares equivalent to the above number of shares to be repurchased shall be given to other shareholders registered on the equity registration date of the general meeting of shareholders of the listed company or the equity registration date determined by the board of directors of the listed company, Other shareholders are entitled to the donated shares according to the proportion of the number of shares they hold in the share capital of the listed company on the equity registration date (after deducting the number of shares held by other trading partners).
If the number of shares to be compensated during the compensation period determined by the listed company is negative or 0, the number of repurchased shares (compensation shares) will not be added in the compensation year, nor will the number of repurchased shares (compensation shares) accumulated in the previous compensation year be reduced.
(2) Cash compensation
If the counterparty needs to compensate the listed company in cash, the listed company shall notify the counterparty in writing of the amount of cash to be compensated within 10 days from the date of issuing the annual report (including special opinions) of the corresponding year of Hebei New Europe, The counterparty shall remit the cash compensation to the account designated by the listed company at one time within 30 days from the date of receiving the aforesaid written notice from the listed company.
4. Impairment test
After the expiration of the full compensation period, the listed company will hire an accounting firm with business qualification related to securities and futures to conduct impairment test on the underlying assets, and issue an asset impairment test report within 30 working days after the issuance of special opinions in the last year of the compensation period. If the counterparty has different opinions on the above impairment test results, an accounting firm with securities and futures related business qualifications jointly hired by the listed company and the counterparty shall review the impairment test results.
According to the impairment test report, the ending impairment amount of the underlying asset is > (the total number of compensated shares within the compensation period) × Issue price + cash compensation amount), the counterparty shall compensate separately according to the following methods and methods:
(1) In addition, the amount of shares to be compensated
In addition, the amount of shares to be compensated = (the ending impairment amount of the underlying asset - the total number of shares compensated during the compensation period) × Issue price - amount of compensated cash during the compensation period) ÷ issue price;
(2) Cash amount to be compensated
If the amount of share compensation calculated according to the above exceeds the number of shares obtained by the issuance held by the counterparty at this time, the difference shall be compensated by the counterparty in cash, and the amount of cash compensation shall be calculated and determined according to the following formula:
In addition, the amount of cash to be compensated = (the ending impairment amount of the underlying asset - the total number of compensated shares in the compensation period) × Issue price - amount of compensated cash during the compensation period) - number of shares that can be compensated separately in the current year × Issue price. (II) specific calculation process of performance compensation
Total amount of net profit promised by Hebei euro at the end of the year = total amount of net profit promised by Hebei euro at the end of the year × Total consideration of Party A's purchase of corresponding target assets - compensated amount;
Amount of compensation due to unfulfilled performance commitments in 2020 = (300000000.00)
