Securities code: Shanghai Putailai New Energy Technology Co.Ltd(603659) securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659) Announcement No.: 2022024 Shanghai Putailai New Energy Technology Co.Ltd(603659)
Announcement on the achievement of performance commitments of Li Qingmin and Liu Guangtao in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Performance commitment involves the basic information of the transaction
Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as "the company"), the 13th and 15th meetings of the second board of directors respectively deliberated and adopted the proposal on the signing of conditional effective share subscription agreement and Shandong Xingfeng minority equity transfer agreement and related party transactions between the company and Li Qingmin and Liu Guangtao The proposal on the company signing the supplementary agreement of Shandong Xingfeng minority equity transfer agreement with Li Qingmin and Liu Guangtao and signing the termination agreement of share subscription agreement and related party transaction with Li Qingmin and Liu Guangtao agreed that the company would pay cash to Li Qingmin Liu Guangtao acquired 49% equity of Shandong Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as "Shandong Xingfeng") (hereinafter referred to as "this acquisition"). The above matters have also been considered and approved by the 2019 annual general meeting of shareholders. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 27, April 17 and June 24, 2020 Announcement of disclosure (announcement numbers are 2020043, 2020051 and 2020076 respectively).
2、 Performance commitment
According to the equity transfer agreement on Shandong Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as the "agreement") and the supplementary agreement on the equity transfer agreement of Shandong Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as the "supplementary agreement") signed by the company with Li Qingmin and Liu Guangtao, Li Qingmin and Liu Guangtao promise that the net profit corresponding to 100% equity of Shandong Xingfeng (after deducting non recurring profits and losses) will be Not less than 150 million yuan, 180 million yuan and 22 million yuan in 2021 and 2022 respectively. Among them, the "graphitization project with an annual output of 50000 tons of lithium ion battery cathode materials" invested by the company's non-public offering of A-Shares in 2020 and the profits or losses generated by the company's other new investment in Shandong Xingfeng after the delivery date of this acquisition need to be eliminated.
During the performance commitment period, the audit institutions recognized by all parties shall issue relevant special audit reports to audit and confirm the actual net profit amount of Li Qingmin and Liu Guangtao in the corresponding year during the performance commitment period. If the actual net profit confirmed by the audit is lower than the promised net profit, Li Qingmin and Liu Guangtao shall bear the corresponding compensation obligations according to the results of the special audit report and compensate according to the compensation scheme described in the agreement and supplementary agreement. During the reporting period, after deliberation at the 25th meeting of the second board of directors, the company transferred 100% equity of Inner Mongolia Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as "Inner Mongolia Xingfeng") from Shandong Xingfeng to the company free of charge. Relevant industrial and commercial registration procedures have been completed, and the company directly holds 100% shares of Xingfeng in Inner Mongolia. This free equity transfer is a transfer within the scope of the company's merger, which does not constitute a substantive transfer transaction, and the above performance commitments, compensation obligations and other matters do not change substantially. For details, please refer to the announcement (Announcement No.: 2021040) disclosed by the company on the website of Shanghai Stock Exchange on April 12, 2021.
After deliberation at the 26th meeting of the second board of directors, the company increased the registered capital of 278 million yuan to Inner Mongolia Xingfeng, and Inner Mongolia Xingfeng absorbed and merged Inner Mongolia Zichen Technology Co., Ltd. (hereinafter referred to as "Inner Mongolia Zichen"). Relevant industrial and commercial registration procedures have been completed. As a 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"). This capital increase, absorption and merger are regarded as the company's new equity to Xingfeng, Inner Mongolia. The profits or losses arising from this part of equity shall be eliminated in the performance assessment, and the above performance commitments, compensation obligations and other matters shall not be materially changed. For details, please refer to the announcement (Announcement No.: 2021052) disclosed by the company on the website of Shanghai Stock Exchange on May 11, 2021.
3、 Achievement of performance commitments in 2021
According to the assurance report on the implementation of performance commitments in 2021 (Ernst & Young Huaming (2022) ZZ No. 61453494b03) issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), in 2021, The net profit corresponding to the graphitization phase I and supporting projects of Shandong Xingfeng and Inner Mongolia Zichen Xingfeng after deducting non recurring profits and losses is RMB 186243700 (excluding the company's 2020 non-public offering and investment project "graphitization project of cathode materials for 50000 tons of lithium ion batteries", and the company's investment in Shandong Xingfeng and Inner Mongolia Xingfeng (or Inner Mongolia Zichen Xingfeng) after the date of this acquisition and settlement The completion rate of the profit or loss generated by other new inputs and the profit or loss generated by Inner Mongolia Zichen Xingfeng absorbing all the rights and interests of Inner Mongolia Zichen is 103%, so the performance commitment of Li Qingmin and Liu Guangtao in 2021 has been completed. Li Qingmin and Liu Guangtao do not need to perform the obligation of compensation to the company.
It is hereby announced.
Shanghai Putailai New Energy Technology Co.Ltd(603659) board of directors March 29, 2022
