Securities code: Jiangsu Gian Technology Co.Ltd(300709) securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022033 Jiangsu Gian Technology Co.Ltd(300709)
About Shenzhen antexin Technology Co., Ltd
Announcement on achievement of performance commitments and performance compensation in 2021
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.
Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) held the ninth meeting of the third board of directors and the seventh meeting of the third board of supervisors on March 31, 2022. The meeting deliberated and adopted the proposal on the realization of performance commitments and performance compensation of Shenzhen antexin Technology Co., Ltd. in 2021. The relevant matters are hereby announced as follows:
1、 Basic information of the company’s acquisition of Shenzhen antxin Technology Co., Ltd
1. On November 11, 2020, the company disclosed the announcement on signing the equity acquisition framework agreement. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
2. On February 4, 2021, the company held the 31st meeting of the second board of directors and the 28th meeting of the second board of supervisors, deliberated and adopted the proposal on purchasing 60% equity of Shenzhen antxin Technology Co., Ltd., and agreed that the company would purchase 60% equity of Shenzhen antxin Technology Co., Ltd. (hereinafter referred to as “antxin”) with its own capital of RMB 180 million. According to relevant laws and regulations and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on February 5, 2021（ http://www.cn.info.com.cn. ）Announcement on the acquisition of 60% equity of Shenzhen antxin Technology Co., Ltd.
3. On February 8, 2021, the company opened the gem information disclosure website cninfo.com designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The progress announcement on the acquisition of 60% equity of Shenzhen antxin Technology Co., Ltd. was disclosed on the. The company signed the equity transfer agreement with the shareholders of antxin, Xu Mingqiang, Chen Mingfang, Yan Weijun and he Lang.
4. On March 9, 2021, the company opened the gem information disclosure website cninfo.com designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The announcement on the progress of acquiring 60% equity of Shenzhen antxin Technology Co., Ltd. was disclosed on the. The company received a notice that antxin has completed the industrial and commercial change registration procedures in Shenzhen market supervision administration and renewed its new business license.
2、 Performance commitment and compensation method
(I) performance commitment
The company (hereinafter referred to as the “Transferee”) and Xu Mingqiang, Chen Mingfang, Yan Weijun and he Lang (hereinafter referred to as the “Transferor”) agree to bet on the performance of antxin for three years (20202022). The transferor promises that the performance target (committed net profit) of antxin’s operating performance in 20202022 is as follows:
1. The company’s performance target in 2020 is 12 million yuan;
2. The annual performance target in 2021 is 24 million yuan;
3. The performance target for 2022 is 36 million yuan.
The above performance objectives refer to the net profit after deducting non recurring profits and losses under the consolidated statement of antxin in the current year. At the end of each fiscal year within the performance commitment period, the transferee will hire a qualified accounting firm to issue a special audit report on the realization of the performance commitment of antxin in each fiscal year within the performance commitment period. The financial statements of antxin in the special audit report shall be prepared in accordance with the effective accounting standards for business enterprises and other applicable laws and regulations implemented by the transferee at that time. The actual net profit of Andersen in each fiscal year within the performance commitment period shall be determined according to the special audit report.
(II) compensation method
If Andersen fails to realize the promised net profit within the performance commitment period, the transferor shall make cash compensation to the transferee, as follows:
1. If the actual net profit of the current year during the performance commitment period of Andersen is lower than the promised net profit of the current year, but not lower than 80% of the promised net profit of the current year, the transferor does not need to make compensation in the current year.
2. If the actual net profit of Andersen in any fiscal year during the performance commitment period is lower than 80% of the promised net profit in that year, the transferor shall pay cash compensation to the transferee within 20 working days after the special audit report on the realization of the performance commitment in that year is disclosed in the media designated by the listed company. The compensation amount shall be calculated as follows:
Amount to be compensated in the current year = (committed net profit in the current year – net profit realized in the current year) ÷ sum of accumulated committed net profits in the performance commitment period × Equity pricing in this transaction.
3. After the expiration of the performance commitment period, if the accumulated net profit realized during the performance commitment period is lower than the accumulated committed net profit, the transferor shall continue to bear the performance compensation obligation to the transferee. The part that has fulfilled the compensation obligation in each year of the three-year performance commitment period shall be deducted. If the deduction is less than 0, it shall be calculated as 0, that is, the compensated part shall not be reversed. After the performance commitment expires, the performance compensation amount (if any) shall be determined according to the following formula:
Amount to be compensated (hereinafter referred to as “supplementary compensation amount”) = (sum of cumulative committed net profits in the performance commitment period – sum of cumulative realized net profits in the performance commitment period) ÷ sum of cumulative committed net profits in the performance commitment period × Equity pricing in this transaction – amount compensated by the transferor
The transferor shall pay the compensation amount (if any) and supplementary compensation amount (if any) for a single year in 2022 to the transferee within 20 working days after the special audit report on the achievement of performance commitments in 2022 is disclosed by the designated media of the listed company.
The transferor shall be jointly and severally liable for the compensation obligations of the transferee in case of failure to meet the above performance commitments. The transferee has the right to directly deduct the compensation amount (if any) borne by the transferor from the unpaid transaction amount payable.
(III) guarantee of performance commitment
The transferor agrees to pledge 20% of the equity of antxin held by it after the completion of this equity transfer to the transferee as the guarantee of the transferor’s performance commitment. The transferor shall cooperate with the transferee to complete the registration procedures of the above equity pledge on the day when the equity delivery of this transaction is completed.
The parties agree and confirm that the creditor’s rights guaranteed by the above 20% pledged equity of Andersen are as follows:
1. As the guarantee of cash compensation when the performance commitment of the transferor is not realized as agreed in this article;
2. As the guarantee agreed in this agreement, the transferor shall make up the obligation for the part of antxin’s net assets less than 40 million yuan;
3. As agreed in this agreement, the transferor shall guarantee the actual payment of its subscribed capital contribution within 90 days from the date when 60% of the equity of antxin is changed and registered in the name of the transferee by industry and commerce;
4. As agreed in this agreement, the transferor shall withdraw the bad debt provision in full if the account age of the company’s accounts receivable exceeds three years.
If this part of bad debt exceeds the total amount of bad debt reserves of accounts receivable accrued by the company on the base date by 5.275 million yuan, the excess part of bad debt reserves confirmed by all parties is the guarantee of cash compensation obligations;
5. As a guarantee for the relevant compensation and compensation obligations in the representations and warranties of this Agreement and the commitments after the closing;
6. As the guarantee for other obligations of the transferor agreed in this agreement.
If the transferor fails to perform relevant obligations under this Agreement and fails to pay cash compensation, compensation or liquidated damages (hereinafter referred to as “the total debt of the transferor”) to the transferee and Andersen within the period agreed in this agreement, the transferee has the right to realize the pledge right; The transferee can execute the 20% equity of Andersen pledged by the transferor according to the ratio of the total debt of the transferor to the equity price of Andersen in this transaction.
If the transferor has completed the three-year performance commitment or paid all performance commitment compensation in accordance with this agreement, and the transferor has performed other relevant obligations in accordance with this agreement or has fully compensated or compensated the transferee and Andersen for the violation of relevant obligations, that is, the transferor has no debt to the transferee and Andersen under this agreement, The transferor has the right to notify the transferee to cooperate in handling the procedures for the cancellation of equity pledge, and the transferee shall cooperate with the transferor to handle the procedures for the cancellation of equity pledge within 15 working days from the date of receiving the written notice from the transferor requesting the cancellation of pledge.
(IV) reward for excess performance
If all the following conditions are met, 30% of the accumulated net profit exceeding the promised net profit during the performance commitment period will be regarded as the performance reward of the core management team of Andersen, and the excess performance reward shall not exceed 20% of the transaction consideration:
1. The net profit actually realized by Andersen in 2020 exceeds the promised net profit of 12 million yuan in that year;
2. The net profit actually realized by Andersen in 2021 exceeded the promised net profit of 24 million yuan in that year;
3. The net profit actually realized by Andersen in 2022 exceeded the promised net profit of 36 million yuan in that year.
The specific calculation method of the above “the part of the accumulated net profit realized in the performance commitment period exceeding the committed net profit” is as follows:
During the performance commitment period, the part in which the accumulated net profit exceeds the promised net profit = (net profit actually realized in 2020 + net profit actually realized in 2021 + net profit actually realized in 2022) – 72 million yuan
“72 million yuan” in the formula is the sum of the promised net profits of 12 million yuan, 24 million yuan and 36 million yuan in 2020, 2021 and 2022.
The board of directors shall announce the details of the annual reward to the core management team, and the specific amount of tax and fees involved in the reward shall be borne by the core management team of Anxin within 3 months after the implementation of the annual reward, which shall be announced by the board of directors, and the details of the reward shall be borne by the management team of Anxin.
3、 Completion of performance commitments in 2021
According to the 2021 annual audit report of Shenzhen antxin Technology Co., Ltd. (zthuashen Zi [2022] No. 020016) issued by zhongxinghua Certified Public Accountants (special general partnership), the net profit of antxin in 2021 after deducting non recurring profits and losses is -5773776219 yuan, unless the net profit attributable to the parent company after deducting recurring profits and losses is -5768898001 yuan, and the performance commitment in 2021 is 24 million yuan, Andersen failed to meet its performance commitments.
4、 Reasons for unfulfilled performance commitments in 2021
The operating performance of Andersen in 2021 was lower than expected. Compared with the same period of the previous year, the R & D personnel of the enterprises increased significantly in 2021, although the R & D personnel increased significantly in 2021; 2. Affected by the intensification of market competition and the lack of overall production management and mass production planning, the overall profitability is affected; 3. The cost of raw materials and labor increased significantly. Therefore, while the operating revenue increased significantly, Andersen still suffered from operating performance losses and failed to achieve its performance commitment in 2021.
5、 Performance compensation in 2021
According to the calculation formula of compensation amount: the amount to be compensated in the current year = (committed net profit in the current year – realized net profit in the current year) ÷ the sum of cumulative committed net profits in the performance commitment period × The equity of this transaction is priced, and the net profit after deducting non recurring profit and loss and the net profit attributable to the parent after deducting non recurring profit and loss in 2021 are calculated as the net profit realized in the current year, and the compensation amounts are 20434440548 yuan and 20422245003 yuan respectively. According to the agreement in the equity transfer agreement that “the company has the right to directly deduct the compensation amount (if any) borne by the above transferor from the unpaid transaction amount payable”, the company has the right to directly deduct 90 million of the above compensation from the unpaid transaction amount payable, and the remaining compensation is under negotiation. The company will actively negotiate and confirm the remaining compensation matters and urge relevant obligors to fulfill their compensation obligations.
The company will perform the obligation of information disclosure in a timely manner according to the progress of performance compensation. Please pay attention to investment risks and invest cautiously.
6、 Documents for future reference
Special audit report on Jiangsu Gian Technology Co.Ltd(300709) purchasing the statement of achievement of performance commitment of Shenzhen antxin Technology Co., Ltd. in 2021 issued by zhongxinghua Certified Public Accountants (special general partnership).
It is hereby announced.
Jiangsu Gian Technology Co.Ltd(300709) board of directors April 1, 2022
