Securities code: Shenzhen Minkave Technology Co.Ltd(300506) securities abbreviation: Shenzhen Minkave Technology Co.Ltd(300506) Announcement No.: 2022029 Shenzhen Minkave Technology Co.Ltd(300506) about
Announcement on the achievement of performance commitments of Zhejiang Yongqi Lighting Engineering Co., Ltd. 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.
1、 Overview of asset sales
The company held the 26th meeting of the second board of directors on March 27, 2018, deliberated and approved the proposal on cash acquisition of 55% equity of Zhejiang Yongqi Lighting Engineering Co., Ltd., and purchased Xu Jianping and Ningbo yongao investment partnership (limited partnership) in cash Zhejiang Yongqi Lighting Engineering Co., Ltd. (hereinafter referred to as “Yongqi lighting” or “target company”) held by Chengwang investment management partnership (limited partnership) of Ningbo Meishan bonded port area has 28.325%, 23.925% and 2.75% equity respectively, with a total of 55% equity, and the transaction consideration is 247.5 million yuan. The 55% equity of Yongqi lighting completed the equity transfer procedures on April 13, 2018.
The company held the 39th meeting of the third board of directors on June 28, 2021, deliberated and approved the proposal on selling 55% equity of Zhejiang Yongqi Lighting Engineering Co., Ltd. the company (Party B) sold 55% equity of Yongqi lighting to Ningbo Cultural Tourism Investment Group Co., Ltd. and Hangzhou Tianmai Network Co., Ltd. (collectively referred to as Party A), with a transaction price of 280.5 million yuan. The 55% equity of Yongqi lighting completed the equity transfer procedures on June 30, 2021, and has been renamed as Yongqi light and shadow Digital Technology Co., Ltd.
According to Article 5 of the gambling agreement, the remaining 250000 yuan (i.e. the total amount of the company’s equity transfer commitment is converted to the guarantor according to the company’s equity transfer agreement), i.e. the remaining 250000 yuan (i.e. the total amount of the company’s equity transfer is deemed to be offset by the company’s equity transfer commitment) is paid to the guarantor according to the company’s equity transfer agreement.
2、 Performance commitment content
5.1 as a necessary condition for this transaction, upon the evaluation of the audit and evaluation institution approved by Party A, Shenzhen Minkave Technology Co.Ltd(300506) makes the following commitments on the relevant business indicators of the target company from 2021 to 2023 (hereinafter referred to as the “gambling period”):
5.1.1 the net profit of the target company in fiscal year 2021 shall not be less than 40 million yuan; The net profit of the target company in fiscal year 2022 shall not be less than 65 million yuan; In the fiscal year 2023, the net profit of the target company shall not be less than 95 million yuan. When the gambling period expires and the target company’s cumulative net profit in three years is not less than 200 million yuan, it is deemed that the target company has completed its commitment to performance.
5.1.2 for 2021, if the target company reaches the promised net profit after being audited by an accounting firm with securities and futures practice qualification, and the proportion of accounts receivable at the end of the period in the main business income of the current period is not more than 70%, Party A shall release 20% of the deposit (i.e. RMB 28.05 million) to Party B within 30 days after the issuance of the annual audit report; If the target company fails to achieve the promised net profit or the proportion of accounts receivable at the end of the period accounting for more than 70% of the main business income of the current period after being audited by an accounting firm with securities and futures practice qualification in the current year, Party A will not release 20% of the deposit (i.e. 28.05 million yuan) to Party B
3、 Achievement of performance commitments
The audited net profit of Yongqi lighting in 2021 was 5.7701 million yuan, and the net profit after deducting non recurring profits and losses was 4.8832 million yuan respectively. At the end of 2021, the proportion of accounts receivable in the main revenue of the current period was 109.31%, which did not meet the release conditions of the performance gambling deposit of the first period.
4、 Impact of unfulfilled performance commitments
Combined with the current industry situation and the prediction of the sustainable profitability of Yongqi lighting based on historical data, the company reasonably expects that Yongqi lighting will not be able to achieve the performance promised by the company during the future gambling period. The company believes that all the remaining equity transfer funds receivable will be unrecoverable, so they will be included in the current profit and loss as losses during the reporting period, affecting the current profit and loss of the company -1365999 million yuan.
5、 Documents for future reference
1. Resolution of the 13th meeting of the 4th board of directors;
2. Resolution of the 12th meeting of the 4th board of supervisors.
It is hereby announced.
Shenzhen Minkave Technology Co.Ltd(300506)
Board of directors
April 2, 2022
