Securities code: 000151 securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 2021-92
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.
China National Complete Plant Import And Export Co.Ltd(000151)
Announcement on commitments of relevant parties to major asset restructuring
China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “listed company” or ” China National Complete Plant Import And Export Co.Ltd(000151) “) this major asset purchase (hereinafter referred to as “this major asset restructuring”) plan and related matters have been deliberated and adopted at the fourth extraordinary general meeting of shareholders in China National Complete Plant Import And Export Co.Ltd(000151) 2021.
China National Complete Plant Import And Export Co.Ltd(000151) the important commitments made by relevant parties in the process of this major asset restructuring are announced as follows:
1、 Performance commitment and compensation arrangement
The performance commitment period of this major asset restructuring is three consecutive fiscal years from the year when the share transfer is completed, i.e. 2021, 2022 and 2023. If the share transfer is not completed in 2021 as scheduled, but in 2022, the performance commitment period shall be adjusted to 2022, 2023 and 2024. The performance commitment Party of this transaction is China complete equipment import and Export Group (Hong Kong) Co., Ltd. (hereinafter referred to as “Zhongcheng Hong Kong”) ）It is promised that the audited net profit attributable to the parent company after deducting non recurring profits and losses realized by the subject company in 2021, 2022 and 2023 will not be less than 62.213 million yuan, 81.9594 million yuan and 92.1534 million yuan respectively. If the share transfer is not completed in 2021 as scheduled, but in 2022, Then the performance commitment period is adjusted to 2022, 2023 and 2024. The net profit commitment attributable to the parent company after deducting non recurring profits and losses in 2024 is 102.7918 million yuan.
According to the measures for the administration of major asset restructuring of listed companies and the performance compensation agreement signed between China National Complete Plant Import And Export Co.Ltd(000151) and Zhongcheng Hong Kong, the listed company shall separately disclose the actual net profit realized by the subject company after deducting non recurring profits and losses at the end of the current year and its difference from the committed net profit of the current year in the corresponding annual report of each year within the performance commitment period, The accounting firm shall conduct special audit on such differences and issue special audit opinions. The realized net profit corresponding to the above special audit opinions shall be used as the basis for determining whether Zhongcheng Hong Kong needs to bear the compensation obligation.
According to the special audit opinions issued by the accounting firm, during the performance commitment period, if the cumulative net profit realized by the subject company at the end of any accounting year does not reach the cumulative committed net profit, Zhongcheng Hong Kong will make cash compensation to the listed company or Yucheng international, and the specific amount of compensation payable by Zhongcheng Hong Kong in that year shall be calculated and determined according to the following formula:
Current compensation amount of performance commitment = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total cumulative committed net profit of each year during the performance commitment period × Transaction price of underlying assets – accumulated compensated amount of Zhongcheng Hong Kong.
If the current compensation amount calculated according to the above formula is less than or equal to 0, it is taken as 0, that is, Zhongcheng Hong Kong does not need to compensate cash to the listed company and Yucheng international, but the cash compensated by Zhongcheng Hong Kong is not reversed.
The listed company or Yucheng International shall notify Zhongcheng Hong Kong in writing within 5 working days after the disclosure of the special audit opinions, and Zhongcheng Hong Kong shall make cash compensation in accordance with Article 4.1 of the performance compensation agreement within 20 working days after receiving the written notice.
2、 Commitments made by China National Complete Plant Import And Export Co.Ltd(000151)
(i) Promise that the information provided is true, accurate and complete
1. The materials provided by the listed company to the intermediaries of all parties involved in the reorganization are true, accurate and complete original written materials or duplicate materials and information, and the duplicate materials or copies are consistent with their original materials or originals; The signatures and seals of all documents are true, without any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of the information provided; If there are false records, misleading statements or major omissions in the information provided, causing losses to the relevant parties, investors or intermediaries of the restructuring, the listed company and all its directors, supervisors and senior managers will bear legal liabilities according to law.
2. The listed company guarantees that the statements and confirmations issued for this reorganization are true, accurate and complete, and there are no false records, misleading statements or major omissions, and shall bear legal liabilities for their false records, misleading statements or major omissions.
（2） Statement on integrity in the last three years
1. The listed company has not been subject to administrative punishment or criminal punishment in the past three years, nor has it been filed for investigation by judicial organs for suspected crimes or investigated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) for suspected violations of laws and regulations, nor has it committed major illegal acts that damage the legitimate rights and interests of investors and social and public interests.
2. In the past three years, the listed company has not failed to fulfill its commitments, been taken administrative regulatory measures by the CSRC, or been subject to disciplinary action or public condemnation by the stock exchange, nor has it committed other major dishonesty.
（3） Commitment letter on no insider trading
Neither the listed company nor the institutions controlled by its main body disclosed the insider information of the reorganization nor used the insider information of the reorganization for insider trading, No insider trading involving any major asset restructuring of a listed company (including being filed for investigation or investigation due to insider trading, being made an administrative punishment decision by the CSRC or relevant judicial decisions and taking effect, and it has not been 36 months since the above administrative punishment decision was made or relevant decisions have taken effect) Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies shall not participate in any major asset restructuring of listed companies.
If the listed company, the parties involved in this restructuring, investors or the intermediaries involved in this restructuring suffer losses due to false records, misleading statements or major omissions in the above statements made by the listed company, they will bear legal liabilities according to law.
（4） Letter of commitment on the authenticity, accuracy and completeness of application documents for major asset restructuring
The listed company guarantees that the information disclosure and application documents related to the reorganization are true, accurate and complete, and there are no false records, misleading statements or major omissions, and shall bear individual and joint legal liabilities for their false records, misleading statements or major omissions.
3、 China National Complete Plant Import And Export Co.Ltd(000151) commitments made by all directors, supervisors and senior managers
(i) Commitment to the authenticity, accuracy and completeness of the information provided:
1. The materials provided by all directors, supervisors and senior managers to the intermediaries of all parties involved in the restructuring are true, accurate and complete original written materials or duplicate materials and information, and the duplicate materials or copies are consistent with their original materials or originals; The signatures and seals of all documents are true, without any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of the information provided; If the information provided has false records, misleading statements or major omissions, causing losses to the relevant parties, investors or intermediaries of the restructuring, all directors, supervisors and senior managers of the listed company will bear legal liabilities according to law.
2. All directors, supervisors and senior managers guarantee that the statements and confirmations issued for this restructuring are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear legal liabilities for their false records, misleading statements or major omissions. 3. All directors, supervisors and senior managers shall, in the process of participating in the reorganization, timely provide the listed company with information related to the reorganization, and ensure that the information provided is true, accurate and complete without false records, misleading statements or major omissions; In case of any loss caused to the listed company, all parties involved in this restructuring, investors or intermediaries of all parties involved in this restructuring due to false records, misleading statements or major omissions in the information provided, all directors, supervisors and senior managers will bear legal responsibilities according to law.
4. If the reorganization is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, all directors, supervisors and senior managers will suspend the transfer of their shares directly or indirectly interested in the listed company until the conclusion of the case investigation is clear.
（2） Statement on integrity in the last three years
(except those obviously irrelevant to the securities market), criminal punishment; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; There are no major illegal acts that harm the legitimate rights and interests of investors and social and public interests.
2. All directors, supervisors and senior managers have not failed to fulfill their commitments, taken administrative regulatory measures by the CSRC, or been subject to disciplinary action or public condemnation by the stock exchange in the past three years, nor have they committed other major dishonesty.
（3） Commitment letter on no insider trading
All directors, supervisors and senior managers have not disclosed the insider information of the reorganization or used the insider information of the reorganization for insider trading, No insider trading involving any major asset restructuring of a listed company (including being filed for investigation or investigation due to insider trading, being made an administrative punishment decision by the CSRC or relevant judicial decisions and taking effect, and it has not been 36 months since the above administrative punishment decision was made or relevant decisions have taken effect) Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies shall not participate in any major asset restructuring of listed companies.
If the listed company, relevant parties to this restructuring, investors or intermediaries related to this restructuring suffer losses due to false records, misleading statements or major omissions in the above statements made by all directors, supervisors and senior managers, they will bear legal liabilities according to law.
（4） Letter of commitment on the authenticity, accuracy and completeness of application documents for major asset restructuring
All directors, supervisors and senior managers guarantee that the information disclosure and application documents related to this restructuring are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their false records, misleading statements or major omissions.
4、 Commitments made by China complete equipment import and Export Group Co., Ltd. (hereinafter referred to as “Zhongcheng group”)
(i) Letter of commitment on maintaining the independence of listed companies
1. Ensure the independence of personnel of listed companies
It promises to maintain personnel independence from the listed company, and senior managers such as the general manager, deputy general manager, financial director and Secretary of the board of directors of the listed company will not be wholly-owned Holding or other enterprises with actual control (hereinafter referred to as “subordinate enterprises”, except the listed company and its subordinate enterprises, the same below) hold positions other than directors and supervisors and will not be paid in the subordinate enterprises of the company. The financial personnel of the listed company will not work part-time in the subordinate enterprises of the company.
2. Ensure the independence and integrity of assets of listed companies
(1) Ensure that the listed company has independent and complete assets.
(2) Ensure that the listed company does not have funds and assets occupied by the company and its subordinate enterprises.
3. Ensure the financial independence of listed companies
(1) Ensure that listed companies establish independent financial departments and financial accounting systems.
(2) Ensure that the listed company has a standardized and independent financial and accounting system.
(3) Ensure that the listed company opens an account in the bank independently and does not share a bank account with the company and its subordinate enterprises.
(4) Ensure that the financial personnel of the listed company do not work part-time in the subordinate enterprises of the company.
(5) Ensure that the listed company can make financial decisions independently, and the company and its subordinate enterprises do not interfere with the use of funds of the listed company.
4. Ensure the institutional independence of listed companies
(1) Ensure that the listed company has an independent and complete organization and can operate independently.
(2) Ensure that the office and production and business premises of the listed company are separated from the subordinate enterprises of the company.
(3) Ensure that the board of directors, the board of supervisors and all functional departments of the listed company operate independently, and there is no subordinate relationship with the functional departments of the subordinate enterprises of the company.
5. Ensure the business independence of listed companies
(1) Undertake to maintain business independence with the listed company after the completion of this restructuring, and there is no substantive horizontal competition or obviously unfair related party transactions.
(2) Ensure that the listed company has the assets, personnel, qualification and ability to carry out business activities independently, and has the ability to operate independently facing the market.
（2） Letter of commitment on avoiding horizontal competition with listed companies
1. The company fully respects the independent legal person status of listed companies and does not interfere with their specific business activities such as procurement, production and sales.
2. From the perspective of protecting the interests of all shareholders of the listed company, the company will treat each invested enterprise fairly, will not use the information obtained as management status to make decisions or judgments that are not conducive to the listed company but to other enterprises, and will exercise shareholder rights for the best interests of the listed company by controlling the enterprise.
3. After the completion of this reorganization, there is no substantial horizontal competition between the company and its wholly-owned, holding or other enterprises with actual control and the main business of the listed company; If the company and its subsidiaries encounter business opportunities within the main business scope of the listed company and its controlled enterprises, the company and its subsidiaries promise to transfer such cooperation opportunities to the listed company and its controlled enterprises, or eliminate horizontal competition in other ways.
4. If the future listed company is no longer entrusted with the management of the company’s subordinate related assets and businesses, and the assets and businesses constitute substantial horizontal competition with the listed company, the company will solve the problem of horizontal competition in the ways permitted by laws and regulations within 12 months after the end of custody.
（3） Letter of commitment on regulating related party transactions with listed companies
1. After the completion of this restructuring, on the premise that the legitimate rights and interests of the listed company and all its shareholders will not be adversely affected, the company and its subsidiaries will be wholly-owned and controlled
