Shanghai Putailai New Energy Technology Co.Ltd(603659) assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2020 December 31, 2021
Shanghai Putailai New Energy Technology Co.Ltd(603659)
catalogue
Page 1: 2021 on major asset purchases in 2020
Assurance report on the implementation of performance commitments 1 – 2 II, Shanghai Putailai New Energy Technology Co.Ltd(603659)
Notes on the implementation of 2021 performance commitments for major asset purchases in 2020 3 – 6
Shanghai Putailai New Energy Technology Co.Ltd(603659)
Statement on the implementation of 2021 performance commitments for major asset purchases in 2020
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records and misleading
Material statements or material omissions. 1、 Basic information of major asset purchases
Upon deliberation and approval of the 13th and 15th meetings of the second board of directors of Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as ” Shanghai Putailai New Energy Technology Co.Ltd(603659) “), Shanghai Putailai New Energy Technology Co.Ltd(603659) purchased 49% of the equity of Shandong Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as “Shandong Xingfeng” or “target company”) held by Li Qingmin and Liu Guangtao in cash, The total transaction consideration is RMB 735 million (hereinafter referred to as “this transaction”).
On December 1, 2020, Dezhou Linyi County Administrative Examination and approval service bureau issued a new business license to Shandong Xingfeng. 100% of the equity of Shandong Xingfeng has been changed and registered under the name of Shanghai Putailai New Energy Technology Co.Ltd(603659) and Shandong Xingfeng has become a wholly-owned subsidiary of Shanghai Putailai New Energy Technology Co.Ltd(603659) . 2、 Performance commitment of major asset purchase
According to the equity transfer agreement between Shanghai Putailai New Energy Technology Co.Ltd(603659) and Li Qingmin and Liu Guangtao on Shandong Xingfeng New Energy Technology Co., Ltd. and the supplementary agreement between Shanghai Putailai New Energy Technology Co.Ltd(603659) and Li Qingmin and Liu Guangtao on the equity transfer agreement of Shandong Xingfeng New Energy Technology Co., Ltd., the main terms of performance commitment and compensation of this transaction are as follows: (I) performance commitment party and compensation obligor
The performance commitment party and compensation obligor of this transaction are Li Qingmin and Liu Guangtao. (II) performance commitment period
The performance commitment period is 2020, 2021 and 2022.
(III) committed net profit
The performance commitment Party of this transaction promises that the net profit corresponding to 100% equity of Shandong Xingfeng (after deducting non recurring profits and losses) will not be less than 150 million yuan, 180 million yuan and 22 million yuan in 2020, 2021 and 2022 respectively.
2、 Performance commitments for major asset purchases (Continued) (IV) performance compensation arrangements
1. Determination of performance compensation amount
During the performance commitment period, the audit institution recognized by all parties to the transaction shall issue the special audit report of the target company to audit and confirm the actual net profit amount of the target company in the corresponding year during the performance commitment period. The compensation amount is calculated by comparing the actual net profit amount confirmed by the audit with the committed net profit amount.
Calculation formula of compensation amount: after audit, if the cumulative actual net profit amount of the target company in any fiscal year from 2020 to 2022 does not reach the cumulative committed net profit amount of the current period, the calculation formula of the compensation amount of the performance commitment party in the current period is as follows:
Amount of compensation payable in the current period = (cumulative committed net profit amount as of the end of the current period – cumulative actual net profit amount of the target company as of the end of the current period) ÷ the sum of cumulative committed net profit amount of each year during the performance commitment period × Transaction consideration of this transaction – cumulative compensated amount of previous years. When the current compensation amount is less than zero, it is taken as zero, that is, the compensated amount is not reversed.
Excluding the impact of new income: when determining the actual net profit amount of the target company during the performance commitment period, the “graphitization project with an annual output of 50000 tons of lithium ion battery cathode materials” invested by Shanghai Putailai New Energy Technology Co.Ltd(603659) 2020 non-public offering raised investment project and the profits or losses generated by Shanghai Putailai New Energy Technology Co.Ltd(603659) other new inputs to the target company after the delivery date of this transaction need to be excluded.
2. Payment arrangement of performance compensation
The compensation amount shall be paid by the performance commitment party to putailai in cash at the proportion of 60% of Li Qingmin and 40% of Liu Guangtao. The compensation amount that the performance commitment party has determined and has not paid to Shanghai Putailai New Energy Technology Co.Ltd(603659) and the corresponding transaction consideration that Shanghai Putailai New Energy Technology Co.Ltd(603659) has not paid to the performance commitment party will be automatically offset in accordance with relevant agreements. The amount of the automatic offset part shall be deemed that Shanghai Putailai New Energy Technology Co.Ltd(603659) has fulfilled the payment obligation of the transaction consideration of the corresponding amount, and the performance commitment party has fulfilled the payment obligation of the corresponding compensation amount. If the corresponding transaction consideration not paid by Shanghai Putailai New Energy Technology Co.Ltd(603659) is insufficient to offset the compensation amount payable by the performance commitment party to Shanghai Putailai New Energy Technology Co.Ltd(603659) in time, the performance commitment party shall still make cash compensation to Shanghai Putailai New Energy Technology Co.Ltd(603659) for the insufficient part.
Payment period of compensation amount: if the performance commitment party needs to further make cash compensation to Shanghai Putailai New Energy Technology Co.Ltd(603659) the performance commitment party shall pay the corresponding compensation cash to the bank account designated by Shanghai Putailai New Energy Technology Co.Ltd(603659) within 60 working days after receiving Shanghai Putailai New Energy Technology Co.Ltd(603659) written notice.
2、 Performance commitments for major asset purchases (Continued) (V) performance incentive arrangements
1. Determination of performance award amount
Calculation method of performance reward amount: on the premise that the actual net profit amount realized in each period of the target company’s commitment period is greater than the committed net profit amount of the current period, Shanghai Putailai New Energy Technology Co.Ltd(603659) agrees to give cash reward to the performance commitment party. The specific calculation formula is as follows:
Cash reward amount = total amount of actual net profit in the target company’s performance commitment period – total amount of committed net profit in the target company’s performance commitment period.
The total amount of the above performance awards shall not exceed 20% of the transaction consideration, that is, no more than 147 million yuan. 2. Payment arrangement of Performance Award
Within 30 working days after the issuance of the special audit report of the target company in 2022, the above performance awards shall be withheld and paid by Shanghai Putailai New Energy Technology Co.Ltd(603659) to the performance pledger in one time in cash according to the distribution ratio of 60% and 40%. (VI) relevant equity changes
On April 11, 2021, the 25th meeting of the second board of directors of Shanghai Putailai New Energy Technology Co.Ltd(603659) approved that Shandong Xingfeng transferred 100% equity of its wholly-owned subsidiary Inner Mongolia Xingfeng to Shanghai Putailai New Energy Technology Co.Ltd(603659) . After the transfer is completed, Shanghai Putailai New Energy Technology Co.Ltd(603659) directly holds 100% equity of Xingfeng in Inner Mongolia, and the relevant industrial and commercial registration procedures have been changed in April 2021.
On May 10, 2021, the 26th meeting of the second board of directors of Shanghai Putailai New Energy Technology Co.Ltd(603659) approved Shanghai Putailai New Energy Technology Co.Ltd(603659) to increase the registered capital of RMB 278 million to Inner Mongolia Xingfeng, and Inner Mongolia Xingfeng absorbed and merged Inner Mongolia Zichen Technology Co., Ltd. (hereinafter referred to as “Inner Mongolia Zichen”). As of September 28, 2021, Shanghai Putailai New Energy Technology Co.Ltd(603659) with the funds raised from the “graphitization project of cathode materials for lithium ion batteries with an annual output of 50000 tons”, increased the registered capital of 278 million yuan from Xingfeng, Inner Mongolia, and the relevant industrial and commercial registration procedures have been completed. As the surviving company, Inner Mongolia Xingfeng inherits all businesses, assets, liabilities and all other rights and obligations of Inner Mongolia Zichen according to law, and is renamed Inner Mongolia Zichen Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as “Inner Mongolia Zichen Xingfeng”).
Therefore, the 100% equity of the target company now includes 100% equity of Shandong Xingfeng and 100% equity of Inner Mongolia Zichen Xingfeng after excluding the above new equity.
The above equity transfer is a free equity transfer within the scope of the company’s consolidated statements and does not constitute a substantive transfer; The above capital increase, absorption and merger shall be deemed as Shanghai Putailai New Energy Technology Co.Ltd(603659) adding new equity to Xingfeng in Inner Mongolia, and the profits or losses arising from this part of equity shall be eliminated in the performance assessment. Therefore, there is no material change in the above performance commitments, compensation obligations and other matters.
3、 Completion of performance commitments in 2021
The completion of performance commitments is shown in the table below:
Unit: RMB 10000
Project name performance commitment amount actual realized amount difference completion rate
Deducting non recurring profit and loss
Net profit after impact 18 Ping An Bank Co.Ltd(000001) 862437 624.37 103% (100% equity)
In 2021, after deducting the impact of non recurring profits and losses and the new income described in “II. Performance commitment of asset purchase (IV) performance compensation arrangement”, the net profit corresponding to 100% equity of the target company has reached the net profit of performance commitment.
