Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
And
All shareholders of Anhui wanwei Hengsheng New Material Co., Ltd
of
Performance compensation agreement for issuing shares to purchase assets
February, 2002
Performance compensation agreement for issuing shares to purchase assets
This agreement is signed by and between the following parties in Chaohu City, Anhui Province on February 9, 2022:
Party A: Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) domicile: 56 Chaowei Road, Chaohu City, Anhui Province Party B 1: Anhui wanwei Group Co., Ltd. domicile: 56 wanwei Road, Chaohu City, Anhui Province Party B 2: Anhui Anyuan innovation venture capital fund Co., Ltd
Address: room 527, building E1, phase II, innovation and entrepreneurship Park, high tech Zone, Hefei
Party B three: Wang Bichang’s ID number: 332625196412296211 Party B four: Lu Hanming ID number: 330402196512131214 Party B five: Shen Yajuan
ID number ID number 330421196712121247 ID number six ID: Tong Chuntao ID card number 130102197202060335: Party B seven: Lin Ren Lou identity card number: 332625197905295879 Party B eight: Yao Xianping ID number: 330402198311120964 Party B nine: Zhang Hongfen ID number: 330421196704071227 Party B ten: Fang hang identity card No. 341021198601120532 Party B: Xie Dongming identity card: Party B II:
Hu Liangkuai’s ID number ID: 330227197211087716 Party B thirteen: Xie Xianhu ID number: 332625197512306514 Party B fourteen: Yi Xinhua ID number: 130321197803026212 (Party B to Party B below fourteen hereinafter referred to as “Party B” or “performance undertaking”), Party A and Party B hereinafter referred to as “both sides”, individually known as “one party”. With regard to Party A’s intention to purchase 100% equity (hereinafter referred to as the “underlying assets”) of Anhui wanwei Fusheng new materials Co., Ltd. (hereinafter referred to as “wanwei Fusheng” or “target company”) jointly held by Party B by issuing RMB ordinary shares to Party B (hereinafter referred to as “this transaction”), On August 10, 2021, both parties signed the agreement on the purchase of assets by issuing shares with all shareholders of Anhui wanwei Fusheng new materials Co., Ltd. (hereinafter referred to as the “agreement on the purchase of assets by issuing shares”).
2. On the benchmark date (December 31, 2021, the same below), according to the assets appraisal report on the value of all shareholders’ equity of Anhui wanwei Fusheng new materials Co., Ltd. involved in the purchase of assets by Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) shares issued by Anhui Zhonglian Guoxin Assets Appraisal Co., Ltd. (wzlgxb Zi (2022) No. 108), The appraisal value of the subject asset is RMB 794 million. After negotiation, the price of the underlying asset is RMB 795 million.
3. Party B agrees to implement this transaction for three consecutive fiscal years (hereinafter referred to as “performance commitment period”),
If the delivery of the underlying assets of this transaction is completed in 2022, the three years are 2022, 2023 and 2024, and so on) make a commitment to the amount of the audited net profit realized by the underlying assets (the “net profit” in this agreement refers to the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements, the same below), And compensate party a when the target assets fail to realize the promised net profit.
In view of this, through friendly negotiation, both parties hereby reach the following agreement:
Article 1 committed net profit
Party B promises that the promised net profits of the subject assets from 2022 to 2024 are as follows:
Unit: 10000 yuan
Year 2022 2023 2024
Committed net profit 4616.54 8151.96 9445.09
Article 2 Determination of performance difference
2.1 both parties agree that Party A shall separately disclose the difference between the accumulated net profit realized by the end of the current period and the accumulated committed net profit by the end of the current period in the annual report of each fiscal year of the performance commitment period, In addition, a special audit opinion (hereinafter referred to as “special audit opinion”) shall be issued by an accounting firm in accordance with the provisions of the securities law. 2.2 both parties agree that during the performance commitment period, the difference between the cumulative realized net profit of the subject asset at the end of the current period and the cumulative committed net profit at the end of the current period shall be determined by special audit opinions.
Article 3 compensation for performance differences
3.1 both parties agree that in each fiscal year during the performance commitment period, if the accumulated net profit at the end of the current period is lower than the accumulated committed net profit at the end of the current period, Party B shall compensate Party A for the insufficient part.
3.2 the compensation during the performance commitment period is calculated as follows:
The amount of compensation payable by the performance promisor in the current period = (cumulative committed net profit as of the end of the year – cumulative realized net profit as of the end of the year) ÷ the total amount of committed net profit in each year during the performance commitment period × This transaction
The performance promisor obtains the transaction consideration – accumulated compensated amount.
Each party in the performance commitment shall bear its share compensation obligation and cash compensation obligation (if any) according to the relative equity proportion of the target company held by each party before this transaction, that is, the current compensation amount of each party in the performance commitment = the current compensation amount of the performance commitment × (the equity ratio of the target company held by the party before this transaction ÷ the sum of the equity ratio of the target company held by the performance promisor before this transaction).
The number of shares to be compensated by the performance promisor in the current period = the amount to be compensated by the performance promisor in the current period ÷ the price of shares issued by Party A to Party B in this transaction. If less than one share is calculated according to the above formula, it shall be calculated according to one share.
If the amount of compensation payable by Party B in the current period calculated according to the above formula is less than 0, it shall be taken as 0, that is, the compensated shares or cash will not be returned.
Each party of the performance promisor shall independently and non jointly perform the obligation of compensation to the extent of the transaction consideration it obtains in this transaction. 3.3 as for the way in which Party B performs its compensation obligations to Party A, both parties agree to compensate Party A’s shares obtained by Party B in this transaction and still held by Party B at that time; If the shares of Party A obtained in this transaction held by Party B at that time are not enough to bear all the compensation obligations, Party B promises to compensate in cash. 3.4 if, during the performance commitment period, Party B needs to compensate Party A because the accumulated net profit of the subject asset as of the end of the current period is lower than the accumulated committed net profit as of the end of the current period, Party A shall calculate and determine the amount and number of shares that party B should compensate in the current year according to the formula agreed in this agreement within 2 months after the announcement of the annual report of the year in which compensation is required, Send a written notice to Party B on undertaking the compensation obligation, and timely convene a general meeting of shareholders to consider the share compensation. The corresponding compensation shares shall be repurchased and cancelled at the total price of RMB 1.00. Party B shall actively cooperate with Party A in the above-mentioned repurchase and cancellation of compensation shares. If the shareholders’ meeting of Party A deliberates and approves the share repurchase and cancellation plan, Party A shall perform the relevant procedures of notifying creditors and other laws and regulations on reducing the registered capital. Party B shall, within 5 working days from the date of receiving the written notice from Party A, issue an instruction to China Securities Depository and Clearing Co., Ltd. Shanghai branch to transfer its shares to be compensated in the current year to the special account established by the board of directors of Party A. After such shares are transferred to the special account established by the board of directors of Party A, Party A will handle the cancellation of such shares as soon as possible.
From the date when the number of shares to be compensated by Party B is determined to the date of cancellation of such shares, such shares do not have voting rights and do not enjoy the right of dividend distribution.
If Party B needs to make further cash compensation to Party A due to the insufficient compensation of the shares it obtained in this transaction and still holds at that time, Party B shall pay the corresponding compensation cash to the bank account designated by Party A within 30 working days from the date of receiving the written notice from Party A.
Article 4 impairment test and compensation
4.1 during the period from the expiration date of the performance commitment period to the announcement date of Party A’s annual report in the last year of the performance commitment period, Party A shall hire an accounting firm that meets the provisions of the securities law to conduct impairment test on the underlying assets, and issue corresponding impairment test results at the same time of the announcement of the annual report.
For example, the ending impairment amount of the underlying asset is greater than the total number of compensated shares × In this transaction, if the price of shares issued by Party A to Party B + compensated cash, Party B shall compensate Party A separately. In case of additional compensation, Party B shall give priority to the new shares of Party A obtained in this transaction as the transaction price, and the insufficient part shall be compensated in cash.
The number of shares to be compensated = the ending impairment amount of the underlying asset ÷ the price of shares issued by Party A to Party B in this transaction – the total number of cumulative compensated shares in the performance commitment period.
Amount to be compensated = (number of shares to be compensated for the underlying asset – total number of cumulative compensated shares in the performance commitment period) × The price of shares issued by Party A to Party B in this transaction.
Each party in the performance promisor shall undertake its obligation of share compensation and cash compensation based on the proportion of equity of the target company held by each party before this transaction, that is, the number of shares to be compensated by each party in the performance promisor = the number of shares to be compensated × The equity ratio of the target company held by the party before this transaction. All parties in the performance commitment shall perform the compensation obligations independently and not jointly.
The ending impairment amount of the underlying asset is the valuation of the underlying asset in this transaction minus the evaluation value of the underlying asset at the end of the performance commitment period, and minus the impact of the underlying asset due to the shareholders’ capital increase, capital reduction, gift acceptance, profit distribution, share distribution, conversion of provident fund to share capital and other ex rights and ex interests behaviors during the performance commitment period.
4.2 both parties agree to implement the share compensation and other matters involved in the impairment test with reference to Article 3 of this agreement. 4.3 the total amount of Party B’s compensation for impairment of underlying assets and profit commitment compensation shall not exceed the transaction consideration obtained by Party B in this transaction. 4.4 if Party A carries out cash dividend during the commitment period, the after tax dividend income accumulated by Party B according to the number of shares to be compensated calculated according to the formula agreed in the performance compensation agreement (the accumulation period is from the listing date of Party A’s new shares obtained by Party B through this transaction to the date when Party A repurchases the shares to be compensated by Party B) shall be presented to Party A accordingly. If Party A gives shares or increases share capital during the commitment period, the number of compensation shares shall be adjusted to: the number of compensation shares after adjustment = the number of additional compensation shares calculated according to the formula agreed in the performance compensation agreement × (1 + share offering or conversion ratio).
Article 5 specific arrangements for ensuring the realization of performance compensation
5.1 both parties agree that, in addition to the legal restricted sale period, the shares of consideration related to the underlying assets obtained by the performance promisor in this transaction shall be locked according to the following agreement: before the performance commitment period and corresponding compensation measures are implemented, the performance promisor shall not transfer the shares of consideration related to the underlying assets in any way; The implementation of the compensation measures mentioned in the preceding paragraph means that the performance commitment party has fully transferred the compensation shares to the special account established by the board of directors of Party A, and the performance commitment party has fully paid the compensation cash (if any) to the account name designated by Party A. 5.2 the performance promisor guarantees that the consideration shares obtained in this transaction will not be pledged during the performance commitment period, so as to ensure that all the consideration shares obtained by the performance promisor can be used to perform the performance compensation agreement.
Article 6 upper limit and adjustment of compensation amount
6.1 the number of shares to be compensated by each party in the performance promisor for the underlying assets shall not exceed the transaction price corresponding to each part of the assets divided by the share issue price of the assets purchased by issuing shares this time. The total amount of share compensation and cash compensation paid by each party in the performance commitment to Party A for the underlying assets shall not exceed that obtained by each party in the performance commitment through this transaction
