Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) Announcement No.: 2022016
Announcement on the completion of performance gambling of wholly-owned subsidiaries in 20192021
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.
Important:
Rianlon Corporation(300596) issue shares to purchase the underlying company of assets Rianlon Corporation(300596) Kaiya (Hebei) new materials Co., Ltd. has completed the performance bet for 20192021. 1、 Overview of equity acquisition
(I) subject matter
Name: Rianlon Corporation(300596) Kaiya (Hebei) new material Co., Ltd. (formerly known as Hengshui Kaiya Chemical Co., Ltd.) unified social credit Code: 911311017913820594
Registered capital: 36 million yuan
Date of establishment: August 18, 2006
Legal representative: Liu Rongxin
Type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Registered address: No. 9, Jiheng Road, Suzheng, Wuyi County, Hebei Province
Business scope: manufacturing of other synthetic materials. Production and sales: hydrogen (2 million m3 / a); Light stabilizers and intermediates, polymerization inhibitors, antioxidants, UV absorbers, decanediamine, nylon 1010, nylon 1012, nylon salt, chemical products (excluding dangerous, highly toxic, precursor and monitored chemicals) and their import and export trade (except for goods restricted or prohibited by the state) (except for dangerous chemicals). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) acquisition plan
Rianlon Corporation(300596) (hereinafter referred to as "the company") deliberated and approved the proposal on the company's issuance of shares to purchase assets at the second meeting of the third board of directors held on December 23, 2018, and agreed that the company would issue 25010420 tradable shares with limited sales conditions to purchase Han Houyi, Han birui, Wang Zhikui Liang Yusheng holds 100% equity of Hengshui Kaiya Chemical Co., Ltd. (now renamed as " Rianlon Corporation(300596) Kaiya (Hebei) new material Co., Ltd.). The total transaction price of the underlying assets is paid by the company issuing shares to the counterparty. Through joint negotiation between the company and the counterparty, the transaction price of the underlying assets is determined to be 60 million yuan. II. Content of performance commitment
Han Houyi, Han birui, Wang Zhikui and Liang Yusheng, the former shareholders of Rianlon Corporation(300596) Keya, promised that the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of Rianlon Corporation(300596) Keya in 2019, 2020 and 2021 would not be less than 50 million yuan, 60 million yuan and 70 million yuan respectively. If the transaction of issuing shares to purchase assets cannot be completed within the expected period, the profit commitment year shall be postponed accordingly, and the promised net profit in the corresponding postponed year shall not be lower than the profit forecast of each year determined in the asset evaluation report of the underlying asset. 3、 Completion of performance commitments
The company hired an accounting firm with securities and futures qualification to audit Rianlon Corporation(300596) Kaiya. The details are as follows:
Grant Thornton certified public accountants audited the 2019 financial statements of Rianlon Corporation(300596) Keya and issued the audit report ztzz (2020) No. 110za4139. The net profit attributable to shareholders of Rianlon Corporation(300596) Keya in 2019 after deducting non recurring profits and losses was 1176149 million yuan, fulfilling the performance commitment in 2019.
Tianzhi International Certified Public Accountants (special general partnership) audited the 2020 financial statements of Rianlon Corporation(300596) Keya and issued the special audit report tzz [2021] No. 6082. The net profit attributable to shareholders of Rianlon Corporation(300596) Keya in 2020 after deducting non recurring profits and losses was 1505893 million yuan, and the performance commitment in 2020 has been realized.
Tianzhi International Certified Public Accountants (special general partnership) audited the 2021 financial statements of Rianlon Corporation(300596) Keya and issued the special audit report tzz [2022] No. 5566. The net profit attributable to shareholders of Rianlon Corporation(300596) Keya after deducting non recurring profits and losses in 2021 was 191402600 yuan, and the performance commitment in 2021 has been realized. 4、 Documents for future reference
1. Impairment test report issued by Tianzhi International Certified Public Accountants (special general partnership);
2. Special audit report on the realization of Rianlon Corporation(300596) performance commitment issued by Tianzhi International;
3. The appraisal report of walkson (Beijing) International Assets Appraisal Co., Ltd. on Rianlon Corporation(300596) Kaiya (Hebei New Material Co., Ltd;
4. Verification opinions of Minsheng Securities Co., Ltd. on the realization of performance commitments in 2021 for the company to issue shares to purchase assets.
It is hereby announced.
Rianlon Corporation(300596) board of directors
February 28, 2022
