Zheshang Securities Co.Ltd(601878)
About Sunwave Communications Co.Ltd(002115)
Verification opinions on repurchase and cancellation of performance commitment compensation shares
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as ” Zheshang Securities Co.Ltd(601878) ” and “sponsor”) is the sponsor of Sunwave Communications Co.Ltd(002115) (hereinafter referred to as ” Sunwave Communications Co.Ltd(002115) ” and “company”) non-public offering of shares (hereinafter referred to as “this offering”), In accordance with relevant laws such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business In accordance with the provisions of laws and regulations and normative documents, the company has verified the repurchase and cancellation of performance commitment compensation shares. The specific verification is as follows:
1、 Performance award and compensation agreement
In 2020, the company signed the performance award and compensation agreement with Zheng Jianbo to reach an agreement on the performance award and compensation of Jiangxi Juwang Technology Co., Ltd. (hereinafter referred to as “Juwang technology”) in 2020 and 2021 (i.e. the “performance commitment period”).
(I) approval procedure for signing performance award and compensation agreement
1. On January 23, 2020, the third meeting of the sixth board of directors of the company deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017. The independent directors of the company issued a prior approval opinion on the matter and agreed to the related party transaction.
2. On January 23, 2020, the third meeting of the sixth board of supervisors of the company deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017.
3. On February 19, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017. (II) main contents of performance award and compensation agreement
1. Net profit in performance commitment period
Zheng Jianbo promised that the net profit after tax (hereinafter referred to as “committed net profit”) attributable to the parent company after deducting non recurring profits and losses in 2020 and 2021 of Juwang technology were 170 million yuan and 190 million yuan respectively.
2. Performance reward
The company promises to reward Zheng Jianbo and his designated management team by grades. In 2020 and 2021, 30% of the promised net profit exceeding 150 million yuan to 170 million yuan respectively, and 50% of the part exceeding 170 million yuan will be awarded to Zheng Jianbo and his designated management team.
In 2020 and 2021, Zheng Jianbo’s annual salary is set at 1 million yuan. After deducting non recurring profits and losses through audit, the net profit after tax attributable to the parent company reaches 130 million yuan, that is, 2 million yuan of performance bonus will be paid to Zheng Jianbo and his designated management team.
3. Calculation and implementation of performance compensation
The specific compensation amount of the performance compensation obligor in 2020 and 2021 is calculated as follows:
Amount to be compensated in 2020 = 130 million yuan – net profit after tax attributable to the parent company of Juwang technology after deducting non recurring profits and losses through audit
Amount to be compensated in 2021 = 260 million yuan – net profit after tax attributable to the parent company after deducting non recurring profits and losses accumulated by Juwang technology by the end of the current period – amount compensated.
Zheng Jianbo’s total compensation is limited to 260 million yuan.
The unrealized net profit of Zheng Jianbo in 2020 shall be compensated according to the following methods:
If Zheng Jianbo should make performance compensation during the performance compensation period, the company shall issue a notice of convening the board of directors and shareholders’ meeting within 30 working days after the disclosure of the special audit opinions of the current year to consider the proposal on the amount of compensation that Zheng Jianbo should make in the current year. The company shall notify Zheng Jianbo within 10 working days after the above proposal is passed by the general meeting of shareholders. Zheng Jianbo shall transfer the shares to be compensated to the company at a total price of 1 yuan within 20 working days after receiving the notice, and the company shall repurchase them according to the regulations and cancel them. The number of stocks to be compensated is the compensation amount ÷ stock price (8.80 yuan), and the stock price is calculated according to the average stock price of 8.80 yuan in 2019. The part of the stock insufficient for compensation shall be made up in cash to the bank account designated by the company.
4. Accounts receivable management
Zheng Jianbo promised that the balance of accounts receivable of Juwang technology on December 31, 2021 is higher than 60 million yuan, and the remaining amount (deducting the accrued bad debt loss) will be recovered before December 31, 2022. The unrecovered amount will be made up by Zheng Jianbo in cash before March 31, 2023.
2、 Early performance of performance award and compensation
On May 11, 2021, the company disclosed the progress announcement on performance rewards and compensation of counterparties of major asset restructuring in 2017 (Announcement No.: 2021-036) in the designated media, Tianjian Certified Public Accountants (special general partnership) issued the assurance report on Performance Award and compensation of Jiangxi Juwang Technology Co., Ltd. (tianjianshen [2021] No. 5071) (hereinafter referred to as the “assurance report”), Independently put forward the assurance conclusion on the achievement of Juwang technology’s performance in 2020: after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company in 2020 is 83995672.69 yuan, which is lower than the performance commitment amount of 130000000 yuan. If the performance commitment in 2020 is not completed, the amount to be compensated is 46004327.31 yuan, and the number of shares to be compensated is 5227764.
The company held the 13th meeting of the sixth board of directors on May 13, 2021 and the second extraordinary general meeting of shareholders in 2021 on May 31, 2021, and deliberated and adopted the proposal on explanation of performance award and compensation of Jiangxi Juwang Technology Co., Ltd. in 2020. For details, please refer to the relevant announcements (Announcement No.: 2021-038, 2021-046) disclosed by the company on cninfo.com on May 15 and June 1, 2021.
On May 15, 2021 and June 8, 2021, the company disclosed the progress announcement on the implementation of the performance award and compensation agreement on cninfo.com (Announcement No.: 2021-040, 2021-048).
3、 With regard to the signing of the supplementary agreement to the performance award and compensation agreement and the adjustment of the performance compensation amount, in 2021, the company signed the supplementary agreement to the performance award and compensation agreement with Zheng Jianbo to reach an agreement on the adjustment of the performance compensation amount in 2020 and 2021.
(I) sign the supplementary agreement to the performance award and compensation agreement and the approval procedure for adjusting the amount of performance compensation
1. On December 27, 2021, the 18th meeting of the sixth board of directors of the company considered and approved the proposal on signing the supplementary agreement to the performance award and compensation agreement and related party transactions.
The independent directors of the company issued a prior approval opinion on the matter and agreed to the related party transaction.
2. On December 27, 2021, the 15th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on signing the supplementary agreement to the performance award and compensation agreement and related party transactions.
3. On January 4, 2022, the 19th meeting of the sixth board of directors of the company deliberated and approved the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020 and the proposal on changing the registered capital of the company and amending the articles of association.
4. On January 4, 2022, the 16th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020.
5. On January 20, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on signing the supplementary agreement of performance award and compensation agreement and related party transactions, the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020, and the proposal on changing the registered capital of the company and amending the articles of association.
(II) main contents of the supplementary agreement to the performance award and compensation agreement
1. Adjust the compensation amount in 2020 and 2021
After the supplementary agreement to the performance award and compensation agreement came into effect, the total amount of net profit promised to trigger performance compensation for Zheng Jianbo in 2020 and 2021 was adjusted from 260 million yuan to 215.5 million yuan, with a downward adjustment of 44.5 million yuan, accounting for 17.12% of the total amount of net profit promised to trigger performance compensation in 2020 and 2021. The adjustment of committed net profit triggering performance compensation by year in 2020 and 2021 is as follows:
In 2020, the promised net profit amount of Zheng Jianbo triggering performance compensation was adjusted from 130 million yuan to 95.5 million yuan, the amount to be compensated in 2020 = 95.5 million yuan – the actual net profit of Juwang technology at the end of the current period (the actual net profit in 2020 was 83995672.69 yuan), the amount to be compensated in 2020 was adjusted to 11504327.31 yuan, and the number of shares to be compensated was adjusted to 1307310 shares.
In 2021, the promised net profit amount triggered by Zheng Jianbo’s performance compensation was adjusted from 130 million yuan to 120 million yuan. The amount to be compensated in 2021 = 215.5 million yuan – the accumulated actual net profit of Juwang technology as of the end of the current period – the compensated amount.
2. Other agreements
(1) Mr. Zheng Jianbo voluntarily gives up the unpaid part of the annual salary of 1 million yuan in 2020 and 2021 under article 2.2 of the performance award and compensation agreement.
(2) The supplementary agreement to the performance award and compensation agreement shall come into force after being deliberated and approved by the general meeting of shareholders of the company. 4、 Shares repurchased and cancelled this time
Zheng Jianbo has signed the letter of commitment, confirming that the amount to be compensated in 2020 is 11504327.31 yuan and the number of shares to be compensated is 1307310 shares. He agrees that the company will repurchase and cancel it with a total price of RMB 1 yuan.
The sponsor believes that the number of shares cancelled in this repurchase is in line with the agreement on Performance Award and compensation and the supplementary agreement to the agreement on Performance Award and compensation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s internal approval procedures for signing the supplementary agreement to the performance award and compensation agreement, adjusting the amount of performance compensation and the cancellation of this repurchase are legal and effective, and the number of shares cancelled in this repurchase is in line with the relevant agreements signed between the company and Zheng Jianbo.
To sum up, the recommendation institution has no objection to the company’s repurchase and cancellation of performance commitment compensation shares.
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(there is no text on this page, which is the signature page of Zheshang Securities Co.Ltd(601878) verification opinions on Sunwave Communications Co.Ltd(002115) repurchase and cancellation of performance commitment compensation shares)
Sponsor representative:
Zhu Xianhui, Chen Zhongzhi
Zheshang Securities Co.Ltd(601878) mm / DD / yy
