Securities abbreviation: Cosco Shipping Development Company Limited(601866) securities code: Cosco Shipping Development Company Limited(601866) Announcement No.: pro 2022021 Cosco Shipping Development Company Limited(601866)
About issuing shares to purchase assets
Description of achievement of performance commitments 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、 Basic information of issuing shares to purchase assets
According to the proposal of Cosco Shipping Development Company Limited(601866) issuing shares to purchase assets and raising supporting funds and related party transactions approved by the company’s first extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, The company issued shares to COSCO Shipping Investment Holding Co., Ltd. (hereinafter referred to as “COSCO Shipping Investment holding”) to purchase 100% equity of Huanyu Oriental international container (Qidong) Co., Ltd. (hereinafter referred to as “Huanyu Qidong”), 100% equity of Huanyu Oriental international container (Qingdao) Co., Ltd. (hereinafter referred to as “Huanyu Qingdao”) The issuing price of 100% equity of Huanyu Oriental international container (Ningbo) Co., Ltd. (hereinafter referred to as “Huanyu Ningbo”) and 100% equity of Shanghai Huanyu Logistics Technology Co., Ltd. (hereinafter referred to as “Huanyu technology”) (hereinafter referred to as “this transaction”) is RMB 2.51 per share. According to the proposal on the company’s profit distribution in 2020 deliberated and approved by the company’s 2020 annual general meeting, the company will distribute a cash dividend of 0.56 yuan (including tax) to all shareholders for every 10 shares on the basis of the total share capital registered on the equity registration date at the time of profit distribution in 2020 minus the share balance of the repurchased shares in the special repurchase account at that time. After ex dividend and ex right adjustment, the issue price of the issued shares to purchase assets is determined to be 2.46 yuan / share. According to the adjusted price, the number of new shares issued by the company to COSCO Shipping Investment Control for the purchase of assets from the issued shares is 1447917519 shares.
The approval on the issuance of supporting funds issued by the CSRC on October 20, 2021 was received.
As of November 10, 2021, the company has obtained 100% equity of Huanyu Qidong, 100% equity of Huanyu Qingdao, 100% equity of Huanyu Ningbo and 100% equity of Huanyu technology. Yejing ShineWing Certified Public Accountants
(special general partnership) verified and issued xyzh / 2021bjaa131537 capital verification report on November 10, 2021.
2、 Performance commitment content
In the transaction of issuing shares to purchase assets this time, the compensation obligor of performance commitment is COSCO Shipping Investment Control. (I) Huanyu Qidong performance compensation assets
COSCO Shipping Investment and control promises that if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment and control promises that the audited revenue share of Huanyu Qidong performance compensation assets in 2021, 2022 and 2023 will not be less than 2021200 yuan, 1418000 yuan and 1159200 yuan respectively. If the transaction cannot be completed before December 31, 2021 (inclusive), COSCO Shipping Investment Control promises that the audited revenue share of Huanyu Qidong performance compensation assets in 2022, 2023 and 2024 will not be less than 1418000 yuan, 1159200 yuan and 1040400 yuan respectively.
At the end of each fiscal year during the performance compensation period, the listed company shall decide and hire an accounting firm in line with the provisions of the securities law to audit Huanyu Qidong and issue special audit opinions. If the income share of the audited performance compensation assets realized by Huanyu Qidong during the performance compensation period is lower than the promised income share of Huanyu Qidong, COSCO Shipping Investment Control shall first compensate the listed company with the shares of the listed company obtained through this transaction, and the insufficient part shall be compensated in cash.
(II) Huanyu technology performance compensation assets
COSCO Shipping Investment and control promises that if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment and control promises that the total audited revenue share of Huanyu technology performance compensation assets in 2021, 2022 and 2023 will not be less than 7.4732 million yuan, 5.1046 million yuan and 4.1958 million yuan respectively. If the transaction cannot be completed before December 31, 2021 (inclusive), COSCO Shipping Investment Control promises that the total audited revenue share of universal technology performance compensation assets in 2022, 2023 and 2024 will not be less than 5104600 yuan, 4195800 yuan and 3644900 yuan respectively.
At the end of each fiscal year during the performance compensation period, the listed company shall decide and hire an accounting firm that meets the provisions of the securities law to audit Huanyu technology and issue special audit opinions. If the income share of the audited performance compensation assets realized by Huanyu technology during the performance compensation period is lower than the promised income share of Huanyu technology, COSCO Shipping Investment Control shall first compensate the listed company with the shares of the listed company obtained through this transaction, and the insufficient part shall be compensated in cash.
3、 Achievement of performance commitments in 2021
The audited revenue share of Huanyu Qidong and Huanyu technology performance compensation assets in 2021 is as follows: unit: 10000 yuan
Number of performance commitments in 2021 and realization rate in 2021
Huanyu Qidong performance compensation assets 202.12 410.49 203.09%
Huanyu technology performance compensation assets 747.32126032 168.65%
Total 949.44167081 175.98%
Huanyu Qidong performance compensation assets realized a revenue share of 4.1049 million yuan in 2021, with a realization rate of 203.09%; In 2021, Huanyu technology performance compensation assets realized a revenue share of 126032 million yuan, with a realization rate of 168.65%. Therefore, the performance compensation assets evaluated by the income method in the target assets of COSCO Shipping Investment Control have completed the performance commitment in 2021.
It is hereby announced.
Cosco Shipping Development Company Limited(601866) board of directors March 30, 2022
