Securities code: Casin Real Estate Development Group Co.Ltd(000838) securities abbreviation: Casin Real Estate Development Group Co.Ltd(000838) Announcement No.: 2022008
Casin Real Estate Development Group Co.Ltd(000838)
About Chongqing Hanyu renewable resources Co., Ltd. in 2021
Announcement on the completion of performance commitments
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.
1、 Basic information
Casin Real Estate Development Group Co.Ltd(000838) (hereinafter referred to as "the company" and " Casin Real Estate Development Group Co.Ltd(000838) ") acquired 100% equity of Chongqing Hanyu renewable resources Co., Ltd. (hereinafter referred to as "Chongqing Hanyu" and "target company") held by Chongqing Caixin Environmental Resources Co., Ltd. (hereinafter referred to as "Caixin environment") at a transaction price of 309865700 yuan in November 2017. For details, please refer to the information disclosure media designated by the company and cninfo.com.cn Announcement on the acquisition of 100% equity and related party transactions of Chongqing Hanyu renewable resources Co., Ltd. (Announcement No.: 2017147).
2、 Performance commitment
1. According to the performance commitment made by Caixin environment in the supplementary explanation letter on relevant matters of the equity acquisition agreement: the net profit before deduction attributable to the parent company in the consolidated statements of Chongqing Hanyu during the performance commitment period is as follows: no less than 5 million yuan, 10 million yuan, 15 million yuan and 20 million yuan in 2018, 2019, 2020 and 2021 respectively. The realization of the net profit of the subject company shall be subject to the audit results of the accounting firm with securities practice qualification designated by Casin Real Estate Development Group Co.Ltd(000838) company.
2. Performance compensation commitment:
(1) During the commitment period, Casin Real Estate Development Group Co.Ltd(000838) the auditor employed by Casin Real Estate Development Group Co.Ltd(000838) shall audit the target company within 4 months after the end of each fiscal year of the commitment period and issue a special audit report. If, during the commitment period, the total net profit before deduction realized by the target company by the end of the current period is lower than the total net profit before deduction committed by the end of the current period, Caixin environment shall compensate Casin Real Estate Development Group Co.Ltd(000838) in cash within 10 working days after the disclosure of the special audit report of the current year in the designated media. The compensation amount of the current year shall be calculated as follows (when the calculated compensation amount is less than 0 yuan, it shall be taken as 0 yuan, that is, the compensated amount shall not be reversed; if there is a decimal in the calculation result, it shall be rounded off):
Amount of compensation payable by Caixin environment in the current year = (net profit before deduction accumulated promised by the end of the current period - net profit before deduction accumulated realized by the end of the current period) ÷ sum of net profit before deduction accumulated promised during the commitment period × Current transaction price of the underlying asset - cumulative compensated amount.
(2) In any case, the total amount of compensation paid by Caixin environment to Casin Real Estate Development Group Co.Ltd(000838) shall not exceed the total amount of equity transfer consideration obtained in this equity transfer. "
3、 Completion of performance commitments
According to the verification report on the completion of performance commitments of Chongqing Hanyu renewable resources Co., Ltd. (TJs [2022] No. 8-13) issued by Tianjian Certified Public Accountants (special general partnership), the audited consolidated statements of Chongqing Hanyu in 2021, the net profit attributable to the parent company before deducting non recurring profits and losses was 310525 million yuan, exceeding the commitment of 110525 million yuan, Completed the performance commitment of 2021.
4、 Deliberations
The company held the 45th interim meeting of the 10th board of directors on March 6, 2022,
The meeting deliberated and adopted the proposal on the completion of performance commitments of Chongqing Hanyu renewable resources Co., Ltd. in 2021 by 3 affirmative votes, 0 negative votes, 0 abstention votes and 5 withdrawal votes. Related party directors Mr. Jason, Mr. Peng Lingjiang, Mr. Luo Yuxing, Mr. Mao biaoyong and Mr. Li Qiguo avoided voting on the proposal. The independent directors expressed their independent opinions approved and agreed in advance. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
Prior approval opinion of independent directors: through communication with the management of the company and consulting the relevant materials provided by the company and the audit institution, we believe that the related parties have completed the performance commitment in 2021, which is in line with the interests of the company and all shareholders, and the proposed procedure of the company is legal and effective. Agree to submit the above proposal to the board of directors for deliberation.
Opinion of independent directors: after careful verification, Chongqing Hanyu's performance completion in 2021 has been certified by Tianjian Certified Public Accountants (special general partnership), and Chongqing Hanyu has completed its performance commitment in 2021. The relevant situation is in line with the objective actual situation of the company, Comply with the provisions of the supplementary explanation letter on relevant matters of the equity acquisition agreement signed by the company and the performance commitment party, as well as the articles of association and other relevant laws, regulations and normative documents. When the board of directors of the company voted on the proposal, the related directors have avoided voting. The convening, convening, deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of shareholders, especially the interests of minority shareholders. Therefore, we agree to the matter under consideration.
6、 Documents for future reference
1. Resolutions of the 45th extraordinary meeting of the 10th board of directors of the company;
2. Prior approval opinions and independent opinions of the independent directors of the company on matters related to the 45th interim meeting of the 10th board of directors;
3. Assurance report on the completion of performance commitments of Chongqing Hanyu renewable resources Co., Ltd.
It is hereby announced.
Casin Real Estate Development Group Co.Ltd(000838) board of directors March 7, 2022
