Securities Announcement No.: Harbin Medisan Pharmaceutical Co.Ltd(002900) 29
About the achievement of performance commitments of wanlihong in 2021
Announcement of performance compensation scheme and apology
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.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as “the company”) held the 8th meeting of the 5th board of directors on March 28, 2022, deliberated and adopted the proposal on performance compensation scheme of wanlihong in 2021, The company purchased 78.33% of the equity of Beijing wanlihong Technology Co., Ltd. (hereinafter referred to as “wanlihong”) from 20 shareholders such as wanlijincheng Venture Capital Co., Ltd. (hereinafter referred to as “wanlijincheng”) by issuing shares. Because wanlihong failed to fulfill its performance commitment in 2021, the above-mentioned counterparties must fulfill their compensation obligations in accordance with the agreement. The company plans to repurchase the compensated shares of the counterparty in 2021 according to the agreement. The details are hereby announced as follows:
1、 Basic information of issuing shares to purchase assets
On September 17, 2021, the company received the reply on approving Beijing Oriental Jicheng Co.Ltd(002819) to issue shares to Wanli Jincheng Venture Capital Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 3033) issued by China Securities Regulatory Commission, Approve the company to issue 130922004 shares to 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd., purchase 78.33% equity of Beijing wanlihong Technology Co., Ltd. and raise supporting funds of no more than 600 million yuan.
In this major asset restructuring, 20 shareholders including Wanli Jincheng, the shareholder of the company, made commitments to the performance of wanlihong in 2021. According to the agreement on performance commitment and compensation and the supplementary agreement to performance commitment and compensation agreement, the contents of performance commitment are as follows: (I) determination of performance commitment and commitment period
The counterparties of the transaction are Wanli Jincheng, Liu Da, Jin Taifu, Hangzhou Mingjie, precision Zhixin, Gree venture capital, Zhao Guo, Zhang Linlin, Zhuhai Zhonghong, Guofeng Dingjia, Zhuhai Zhongtai, dahengqin innovation, Wang Xiuzhen, Liu Dingquan, Zhang Xiaoliang, sun Wenbing, Taihe growth, Yu liangbing, Xizang Tengyun and Zhuhai Zhongcheng.
The performance commitment shares of Wanli Jincheng, Zhao Guo, Wang Xiuzhen, Liu Dingquan, Zhang Xiaoliang and sun Wenbing are 100% of their new shares held through this transaction; The performance commitment shares of Hangzhou Mingjie, Liu Da, Zhang Linlin and Yu liangbing are 61.60% of their new shares held through this transaction; The performance commitment shares of Zhuhai Zhongtai, Zhuhai Zhonghong, Jin Taifu, precision smart core, Gree venture capital, dahengqin innovation, Taihe growth, Guofeng Dingjia, Tibet Tengyun and Zhuhai Zhongcheng are 30.80% of the new shares held by them through this transaction.
The performance commitment period is 2020, 2021, 2022 and 2023. If the performance commitment period needs to be adjusted according to the actual delivery or the requirements of the CSRC, the performance commitment party shall negotiate and sign a supplementary agreement in accordance with the legal provisions in force at that time.
The performance commitment party promises that the actual net profit realized by the target company during the performance commitment period (the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses audited by the accounting firm filed by the CSRC and the relevant competent department of the State Council) is not less than the promised net profit (the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses), Otherwise, the performance commitment party shall compensate the listed company in accordance with the agreement. The committed net profit of each year in the performance commitment period is:
Commitment period 20202021 20222023
Committed net profit 71 Tecon Biology Co.Ltd(002100) 03100039100
(II) the principle of determining the difference between the promised net profit and the actual net profit
Within 3 months after the end of each fiscal year of the performance commitment period, the listed company shall apply for a special audit report issued by an accounting firm filed by the CSRC and the relevant competent department of the State Council. The difference between the promised net profit and the actual net profit of the target company shall be determined according to the special audit report issued by the accounting firm.
3、 Completion of performance commitments
Wan Lihong’s 2021 financial statements were audited by Zhitong certified public accountants, and an unqualified audit report was issued on March 28, 2022. The report number is Zhitong Shen Zi (2022) No. 110c005033. The audited net profit attributable to the parent company in 2021 was 1116425 million yuan, which was 983575 million yuan lower than the performance commitment.
Reasons for differences:
1. The implementation of some projects in China has been delayed due to the delayed bidding situation, which has also affected the on-site delivery of some projects required by customers.
2. Due to the prolonged supply cycle of government integration products and equipment, the supply of some products in the implementation project is delayed, and the conditions for project delivery and acceptance are not met; Due to the rising price of raw materials for core components of self owned information security products, the product cost increased and the gross profit margin decreased, affecting the growth of business gross profit.
Based on the above factors, the company’s revenue growth and gross profit growth this year did not meet the performance commitment expectations.
The audited net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2021 was 11164245393 yuan, and the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2020 was 7311352062 yuan. The accumulated net profit attributable to the parent company in two years was 18475597455 yuan. The accumulated commitment in the same period was completed and 65.75% of the non attributable net profit was deducted. If the performance commitment was not completed, the compensation procedure was triggered. The performance commitment party has priority to compensate with the company’s shares, and the company repurchases and cancels it with a total price of 1 yuan.
4、 Performance compensation scheme
If the accumulated actual net profit of the target company in the first and second years of the performance commitment period reaches or exceeds 80% of the accumulated committed net profit of the two years, the compensation procedure will not be triggered in the second year; If the accumulated actual net profit of the first, second and third years of the target company’s performance commitment period reaches or exceeds 80% of the accumulated committed net profit of the three years, the compensation procedure will not be triggered in the third year; If the cumulative actual net profit of the target company in the four-year performance commitment period reaches or exceeds 100% of the cumulative committed net profit in the four-year performance commitment period, the compensation procedure will not be triggered in the fourth year. Except for the above circumstances, compensation shall be made.
If the performance compensation procedure is triggered, the performance commitment party shall give priority to compensate the listed company in the form of compensation shares, and the number of compensation shares shall not exceed the number of performance commitment shares obtained by the performance commitment party in this transaction; If the shares are insufficient for full compensation, the insufficient part shall be compensated to the listed company in cash.
Amount to be compensated in the current period = (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 committed net profit of each year within the commitment period × Pricing of the underlying asset transaction – cumulative compensated amount
The number of shares to be compensated in the current period = the amount to be compensated in the current period ÷ the issue price of the shares. The number of shares to be compensated in the current period calculated according to the above formula is accurate to single digits; If there is a decimal in the calculation result, the decimal will be rounded off and the integer will be taken upward.
The total amount of cumulative compensation of each party of the performance commitment party shall not exceed the total consideration of the performance commitment shares held by each party of the performance commitment party. The performance commitment parties shall bear the compensation liability under the agreement according to the proportion of their respective performance commitment shares in the total performance commitment shares of this transaction. The specific formula is as follows:
The number of shares to be compensated by the performance commitment party = the number of shares to be compensated in the current period × (number of performance commitment shares of each performance commitment party ÷ number of performance commitment shares)
The number of shares to be compensated by each performance commitment party calculated according to the above formula shall be rounded to the nearest single digit.
When the performance compensation procedure is triggered, each party of the performance commitment party shall compensate according to the above formula, without sequence, and shall not bear joint and several liability to each other; The positive difference between the number of shares to be compensated in the current period and the number of shares to be compensated by the performance commitment party shall be made up by Wanli Jincheng.
If the performance compensation procedure is triggered, when the performance commitment parties unlock the performance commitment shares obtained by participating in this transaction, the number of performance commitment shares unlocked by the performance commitment parties shall be deducted from the number of shares compensated by the performance commitment parties in the current period.
It is agreed by all parties that in case of ex rights matters such as the conversion of capital reserve to share capital or the distribution of stock dividends during the performance commitment period, the aforesaid amount of share compensation in the current period shall be adjusted accordingly, that is, the amount of share compensation in the current period (after adjustment) = the amount of share compensation in the current period (before adjustment) × (1 + proportion of conversion to value-added shares or share offering).
If the listed company has cash dividends and other ex dividend matters during the performance commitment period, the cumulative cash dividends corresponding to the current share compensation amount of the performance commitment shares held by the counterparty according to the above formula shall be presented to the listed company.
In conclusion, due to the failure of the performance commitment party to complete the performance commitment in 2021 and trigger the compensation procedure, the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2021 was 11164245393 yuan, the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2020 was 7311352062 yuan, and the accumulated net profit attributable to the parent company after deducting the non recurring profit and loss in two years was 18475597455 yuan, The committed performance is the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2020, the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss in 2021 is 210 million yuan, and the accumulated committed net profit attributable to the parent company in two years is 281 million yuan, which is calculated according to the above formula, The amount of compensation payable by the performance commitment party in the current period = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ the total amount of committed net profit of each year within the commitment period × Pricing of the underlying asset transaction – cumulative compensated amount = (281 million yuan – 18475597455 yuan) ÷ 982 million yuan × RMB 22.76/share × 130922004 shares – 0 yuan = 29204326395 yuan, and the issue price of this share is 22.76 yuan / share, so the number of shares to be compensated in the current period = the amount to be compensated in the current period / the issue price of this share = 12831427 shares (decimal points have been rounded up).
The company will determine the performance commitment party to fulfill the corresponding compensation obligations within 10 working days after the issuance of the annual special audit report within the performance commitment period, notify the performance commitment party, and require the performance commitment party to fully cooperate with the company and actively fulfill its commitments. The company will handle the share repurchase and cancellation of the performance commitment party in accordance with the authorization of the general meeting of shareholders and the requirements of relevant laws, regulations and normative documents. The company shall complete the cancellation of shares within 2 months after the proposal is deliberated and approved by the general meeting of shareholders.
If the above share cancellation cannot be implemented due to the fact that the listed company’s reduction of registered capital has not been recognized by relevant creditors or passed by the general meeting of shareholders, the performance commitment party or the listed company party shall present the shares that should be compensated in the current period to other share holders within one month after the share cancellation is determined to be unable to be implemented. The specific calculation formula of share gift is as follows:
Compensation shares obtained by a single other share holder = number of shares to be compensated in the current period × (the number of shares held by a single other share holder in the listed company ÷ the total number of shares held by other share holders in the listed company).
If the compensation shares available to other share holders are less than one share when the aforesaid share compensation is carried out in proportion, the listed company may require the performance commitment party to multiply the part of less than one share held by other share holders by the issue price and make compensation in cash,
At that time, it will be handled in accordance with relevant laws or the provisions of China Securities Depository and Clearing Co., Ltd.
If the current compensation amount and current share compensation amount calculated according to the above publicity are less than zero, it shall be taken as zero, and the compensated shares and cash shall not be reversed.
5、 It is estimated that the equity structure of the company will change after the share repurchase and cancellation
Before and after this change
Nature of shares minus (+,)
Quantity (share) proportion quantity (share) proportion
1、 Restricted sales conditions: 17813423555.99% – 1283142716530280854.14% general shares / non tradable shares
Executive lock-in shares 78028072.45% 78028072.56%
Restricted shares after IPO 16788185052.76% – 1283142715505042350.78%
Equity incentive restricted shares 24495780.77% 24495780.80%
2、 Unlimited sales conditions: 44.01% of 140045534 shares and 45.86% of the outstanding shares
3、 Total share capital 318179769100.00% – 5878305348342100.00%
6、 Review procedures to be performed for this share repurchase and cancellation
The company held the 8th meeting of the 5th board of directors on March 28, 2022, deliberated and adopted the proposal on performance compensation scheme of wanlihong in 2021. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approved by two-thirds of the voting rights held by shareholders who are not related to the counterparty
