Securities code: 002178 securities abbreviation: Shanghai Yanhua Smartech Group Co.Ltd(002178) Announcement No.: 2021-061 Shanghai Shanghai Yanhua Smartech Group Co.Ltd(002178) Technology (Group) Co., Ltd
Announcement on matters related to the adjustment of performance commitments of Beijing taihekang Medical Biotechnology Co., Ltd. and the signing of supplementary agreements
In 2020, due to the continuous impact of New Coronavirus pneumonia, Shanghai Shanghai Yanhua Smartech Group Co.Ltd(002178) Technology (Group) Limited by Share Ltd (hereinafter referred to as “company” or “listed company”) participated in the operation of Beijing Taihe Medical Biotechnology Co., Ltd. (hereinafter referred to as “Taihe Kang”) and its business environment and business were greatly affected, and failed to achieve the performance commitments of 2020. After deliberation at the 18th meeting of the 5th board of directors, the 2020 annual general meeting of shareholders, the 20th (Interim) meeting of the 5th board of directors, the 25th (Interim) meeting of the 5th board of directors and other relevant meetings, it is agreed to negotiate with the performance commitment Party Beijing Zhonghui Qianding Investment Management Co., Ltd. (hereinafter referred to as “performance commitment party” or “Zhonghui Qianding”) according to law, Adjust the content of performance commitment: extend the one-year gambling period on the premise that the total committed net profit (i.e. RMB 136 million) remains unchanged. At the same time, the board of directors also puts forward relevant requirements for performance adjustment and determines the signing principles.
Now, after many consultations with the performance commitment party Zhonghui Qianding, the supplementary agreement on matters related to performance commitment adjustment (hereinafter referred to as the “supplementary agreement”) is signed with the performance commitment party and the target company according to the resolutions of the general meeting of shareholders and the board of directors of the company.
1、 Main contents of supplementary agreement
(i) Extension of performance commitment period
The performance commitment period agreed in the equity transfer agreement and profit compensation agreement (hereinafter collectively referred to as the “original agreement”) is 2019-2021, which is now adjusted to be extended to 2022.
（2） Performance content adjustment
According to the original agreement, from 2019 to 2021, the total promised total profit is 136 million yuan. The total net profit actually completed in 2019 and 2020 is about 53 million yuan. Zhonghui Qianding promises to realize a total net profit of no less than 83 million yuan in 2021 and 2022, and a net profit of no less than 20 million yuan in 2021 and 2022.
（3） Performance compensation agreement
In view of the extension of the performance gambling period and the adjustment of the content, Zhonghui Qianding shall perform performance compensation in any of the following two cases:
1. The total net profit in 2021 and 2022 is less than 83 million yuan; 2. The net profit realized in any year of 2021 and 2022 is less than 20 million yuan.
（4） Payment of compensation and remaining equity transfer balance
1. The outstanding performance commitments of taihekang in 2020 affected the overall operation of the listed company in 2020 and caused certain losses. Zhonghui Qianding agreed to pay the compensation for the outstanding performance commitments in 2020 to the listed company, and the payment shall not be less than 10 million yuan before December 31, 2021;
2. Considering the capital turnover needs of taihekang and the negotiation spirit of the supplementary agreement, the listed company agrees to pay the equity transfer balance not exceeding the total amount of performance commitment compensation to Zhonghui Qianding.
（5） Acquisition agreement
Exempt the acquisition obligation of the listed company agreed in the original agreement. The listed company will further judge whether to continue the acquisition according to the subsequent profit realization of taihekang and the market situation, and then sign the agreement to agree on relevant matters.
2、 Other instructions
1. The company will continue to follow up the implementation of taihekang’s follow-up performance commitments, and timely fulfill the obligation of information disclosure in strict accordance with laws, regulations and relevant provisions of regulatory authorities. The information disclosure media designated by the company are securities times and cninfo（ http://www.cn.info.com..cn. ）, all information of the company shall be subject to the official announcement disclosed by the above designated media. Please pay attention to investment risks.
3、 Documents for future reference
1. Supplementary agreement on matters related to performance commitment adjustment.
It is hereby announced.
Board of directors of Shanghai Shanghai Yanhua Smartech Group Co.Ltd(002178) Technology (Group) Co., Ltd
December 31, 2021
