Securities code: Innuovo Technology Co.Ltd(000795) securities abbreviation: Innuovo Technology Co.Ltd(000795) Announcement No.: 2022018 Innuovo Technology Co.Ltd(000795)
About the outstanding performance commitment of Innuovo Technology Co.Ltd(000795) rehabilitation in 2021
And announcement on performance compensation
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.
Innuovo Technology Co.Ltd(000795) (hereinafter referred to as "the company") held the fourth meeting of the ninth board of directors on March 10, 2022, deliberated and adopted the company's proposal on Innuovo Technology Co.Ltd(000795) rehabilitation of outstanding performance commitments and performance compensation in 2021. The relevant information is hereby announced as follows:
1、 Basic information
The company held the 16th meeting of the 8th board of directors on January 8, 2020, and deliberated and adopted the proposal on transferring part of the equity of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. The company signed the equity transfer contract of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. (hereinafter referred to as "equity transfer contract") with Mr. Fu Chengxian and Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. (hereinafter referred to as "equity transfer contract") and agreed that the company would transfer 19% of the equity of Innuovo Technology Co.Ltd(000795) rehabilitation held by Mr. Fu Chengxian. According to the provisions of the equity transfer contract, in this transaction, Mr. Fu Chengxian made a commitment to the performance of Innuovo Technology Co.Ltd(000795) rehabilitation from 2019 to 2022, in which he promised that the total audited net profit of Innuovo Technology Co.Ltd(000795) rehabilitation in 2020 and 2021 would not be less than 83.24 million yuan. If it is insufficient, Then bear the full compensation liability to the company (the net profit is calculated according to the lower of the current net profit and the current net profit after deducting non recurring profits and losses, and the audit institution is the accounting firm hired by the company in the same period).
According to the special audit report on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. in 20202021 (hexinzhuanzi (2022) No. Norinco International Cooperation Ltd(000065) ) issued by Hexin Certified Public Accountants (special general partnership), the net profit of Innuovo Technology Co.Ltd(000795) rehabilitation in 2021 was 133379 million yuan, and the net profit after deducting non recurring profits and losses was 11.765 million yuan, The performance did not reach the promised performance of 52.32 million yuan in 2021.
2、 Reasons for unfulfilled performance commitments
Innuovo Technology Co.Ltd(000795) rehabilitation is mainly engaged in the production and sales of scooters and wheelchairs for the elderly. The global covid-19 epidemic has had a great impact on the industry. On the one hand, the travel of different groups, including the elderly and the disabled, has been affected to varying degrees due to the epidemic, resulting in a sharp contraction in the market demand for the company's products. On the other hand, although the market situation in China has improved during the reporting period, there are still many adverse factors in the post epidemic era. In addition, the global lack of core, the sharp rise of sea freight, as well as the company's own investment in fixed assets and R & D, the company's sales revenue is not as expected, and the costs and expenses increase at the same time, resulting in Innuovo Technology Co.Ltd(000795) rehabilitation's failure to fulfill the performance commitment in 2021.
3、 Performance compensation
According to the audited profit of Innuovo Technology Co.Ltd(000795) rehabilitation in 2021 and in accordance with the relevant provisions of the equity transfer contract of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd., Mr. Fu Chengxian needs to compensate the company 204155 million yuan.
Attachment: calculation formula of compensation amount agreed in the contract
When the accumulative actual net profit at the end of the current period is less than the accumulative committed net profit at the end of the current period, the amount of cash to be compensated at the end of the current period shall be calculated according to the following formula:
The amount of cash to be compensated at the end of the current period = [total price of equity transfer x (cumulative committed net profit as of the end of the current period - cumulative actual net profit as of the end of the current period) ÷ the sum of cumulative committed net profit in performance commitment II] - the cumulative amount of cash compensated in performance commitment II. (performance commitment II refers to the performance commitment of Innuovo Technology Co.Ltd(000795) rehabilitation from 2020 to 2022). For details, see the company's announcement on China Securities Journal, securities times and cninfo.com on January 9, 2020（ http://www.cn.info.com.cn. ）Relevant announcements disclosed on.
4、 Opinions of independent directors
According to the special audit report on the completion of the performance commitment of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. in 20202021 (hexinzhuanzi (2022) No. Norinco International Cooperation Ltd(000065) ) issued by Hexin Certified Public Accountants (special general partnership), Innuovo Technology Co.Ltd(000795) rehabilitation failed to complete the performance commitment in 2021. The board of directors of the company abides by the principles of fairness, impartiality and reasonableness when considering the achievement of performance commitments of Innuovo Technology Co.Ltd(000795) rehabilitation in 2021 and the performance compensation of the compensation obligor to the company, which can fully protect the interests of the company and effectively safeguard the interests of all shareholders, especially small and medium-sized shareholders. The decision-making procedure of this performance compensation is legal and compliant, and there is no violation of relevant laws and regulations. We agree to the implementation of the company's performance compensation.
5、 Impact on the company
The company's performance commitment compensation will not have an impact on the company's profit and loss in 2022, nor on the company's control, governance structure and sustainable operation.
6、 Follow up measures of the company
The company will continue to pay attention to the performance of Innuovo Technology Co.Ltd(000795) rehabilitation and strengthen its management. The company will urge the performance commitment party to timely perform the compensation obligations in accordance with the relevant agreements of this transaction, and earnestly safeguard the interests of the company and all shareholders.
7、 Documents for future reference
1. Resolutions of the fourth meeting of the ninth board of directors of the company;
2. Independent opinions of the company's independent directors on matters related to the fourth meeting of the ninth board of directors.
It is hereby announced.
Innuovo Technology Co.Ltd(000795) board of directors March 12, 2002
