Stock Code: Jiangsu Azure Corporation(002245) stock abbreviation: Jiangsu Azure Corporation(002245) No.: 2022019 Jiangsu Azure Corporation(002245)
Special statement on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd. the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company” or ” Jiangsu Azure Corporation(002245) “) deliberated and adopted the proposal on the acquisition of minority equity and related party transactions of holding subsidiaries at the 2018 annual general meeting of shareholders held on February 22, 2019, Agree to acquire 52.94% of the total equity of Jiangsu lvwei lithium energy Co., Ltd. (hereinafter referred to as “Jiangsu lvwei”) held by Hong Kong lvwei Co., Ltd. (hereinafter referred to as “Hong Kong lvwei”) and Suzhou yipengyuan equity investment partnership (limited partnership) (hereinafter referred to as “Suzhou yipengyuan”). After the completion of the above transaction, the company holds 100% equity of Jiangsu lvwei, and Jiangsu lvwei has become a wholly-owned subsidiary of the company. For details, please refer to the securities times and cninfo (www.cn. Info. Com. CN.) Announcement on the acquisition of minority equity and related party transactions of holding subsidiaries (No. 2019019) published by the company on. The completion of performance commitments related to this acquisition is described as follows:
1、 Basic information
Before this acquisition, the company held 47.06% equity of Jiangsu lvwei. In order to promote the company’s lithium battery development strategy, the company signed the equity transfer agreement with Hong Kong lvwei and Suzhou yipengyuan on February 1, 2019. The company acquired 52.94% equity of Jiangsu lvwei held by Hong Kong lvwei and Suzhou yipengyuan, including 35.29% equity of Jiangsu lvwei held by Hong Kong lvwei with RMB 776470588 in cash; Purchase 17.65% equity of Jiangsu lvwei held by Suzhou yipengyuan with cash of 388235294 yuan. After the completion of the above transaction, Jiangsu lvwei became a wholly-owned subsidiary of the company. On April 11, 2019, the relevant approval procedures for the equity change of Jiangsu lvwei were completed, and Jiangsu lvwei received the business license renewed by Zhangjiagang administrative examination and approval Bureau on April 12, 2019.
2、 Performance commitment
1. According to the equity transfer agreement signed by the company and the former minority shareholders of Jiangsu lvwei, Hong Kong lvwei and Suzhou yipengyuan, Hong Kong lvwei and Suzhou yipengyuan promise that the accumulated net profit attributable to the shareholders of the parent company (according to the data of the consolidated financial statements) of Jiangsu lvwei from 2019 to 2021 will not be less than RMB 60 million.
2. As Jiangsu lvwei is only a shareholding company, its actual business is operated by its wholly-owned subsidiary Jiangsu Tianpeng power supply Co., Ltd. (hereinafter referred to as “Tianpeng power supply”). In order to meet the business needs and optimize the management structure, in 2020, the company adjusted the equity structure of its subsidiaries, and Jiangsu lvwei transferred 100% of its equity of Tianpeng power supply to the listed company.
In view of the above changes, with the unanimous consent of all parties, the company signed the supplementary agreement on equity transfer with Hong Kong lvwei and Suzhou yipengyuan to amend Article 6 “performance commitment and compensation” of the originally signed equity transfer agreement. The originally agreed performance commitment to Jiangsu lvwei was changed to performance commitment to Tianpeng power supply, and the remaining committed net profit amount, calculation method, compensation and other terms remained unchanged. The change of the target enterprise of this performance commitment was reviewed and approved by the 11th meeting of the 5th board of directors held on September 21, 2020 and the 4th extraordinary general meeting of shareholders held on October 23, 2020. For details, please refer to the securities times and cninfo (www.cn. Info. Com. Cn.) Announcement on structural adjustment of lithium battery business subsidiary and change of target enterprise of performance commitment (No. 2020075) published by the company on.
3、 Completion of performance commitments
The audited net profit attributable to the shareholders of the parent company in 2019, 2020 and 2021 after deducting non recurring profits and losses was 772236800 yuan, exceeding the commitment of 172236800 yuan, and completing 128.71% of the three-year performance commitment. Tianjian Certified Public Accountants (special general partnership) issued an assurance report on this.
4、 Other
This statement has been deliberated and adopted at the 25th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors held by the company on March 19, 2022.
5、 Documents for future reference
1. Resolutions of the 25th meeting of the 5th board of directors of the company;
2. Resolutions of the 21st Meeting of the 5th board of supervisors of the company;
It is hereby announced.
Jiangsu Azure Corporation(002245) board of directors March 22, 2002
