Securities code: Shanghai Lisheng Racing Co.Ltd(002858) securities abbreviation: Shanghai Lisheng Racing Co.Ltd(002858) Announcement No.: 2022017 Shanghai Lisheng Racing Co.Ltd(002858)
About signing the compensation agreement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd
And related performance commitment statement
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、 Basic information description
Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as "the company") held the fifth (Interim) meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2018 on September 28, 2018 and October 15, 2018, and deliberated and adopted the proposal on acquiring 51% equity of Jiangxi Saiqi sports equipment manufacturing Co., Ltd, Agree to pay RMB 30.6 million with its own funds to purchase 51.00% equity of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. (hereinafter referred to as "Jiangxi Saiqi"). See the company's designated information disclosure media and cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcements published on.
2、 Signing of supplementary agreement
(I) supplementary agreement
Whereas, the company and Huang Bin signed the agreement with effective conditions on purchasing the equity of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. by paying cash (hereinafter referred to as the "original agreement") in September 2018. In order to further clarify the adjustment of transaction consideration under the original agreement, both parties, in accordance with the contract law of the people's Republic of China and other relevant laws The regulations signed the supplementary agreement on the agreement with effective conditions for purchasing the equity of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. by paying cash (hereinafter referred to as the "supplementary agreement") in March 2020.
The company held the 15th meeting of the third board of directors on April 6, 2020 and the 2019 annual general meeting of shareholders on April 28, 2020, and deliberated and adopted the proposal on signing the supplementary agreement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. The main contents are as follows:
Party A: Shanghai Lisheng Racing Co.Ltd(002858)
According to the original agreement and supplementary agreement, if the net profit of the target company is less than thirty-two million six hundred and eighty thousand yuan (RMB 3268000000) (excluding this amount) in the whole performance commitment period, the purchase price of the target equity is reduced to:
Net profit realized from August 2018 to December 2021
Acquisition price after the second adjustment = 3060 × 32.68 million yuan
The adjusted fourth phase equity transfer price = the second adjusted acquisition price - the equity transfer price paid by Party A (excluding all compensation given by Party B to party a when the third phase equity transfer price is negative). If the adjusted phase IV equity transfer price is negative, Party A has the right to require Party B to compensate in one or a combination of the following modes (this compensation scheme is the only and final compensation scheme for the whole performance commitment period from August 2018 to December 2021, and the compensation will be refunded and compensated on the basis of all the compensation given by Party B to party a when the phase III equity transfer price is negative):
① Cash compensation
Party B shall pay party a cash equivalent to the absolute value of the adjusted phase IV equity transfer price within 6 months after receiving the notice of Party A's request for payment;
② Equity compensation
Compensated equity = the absolute value of the adjusted fourth phase equity transfer price × 51%
Acquisition price after the second adjustment
Party B shall register the equity transfer of compensation in the name of Party A within 10 days after receiving the notice of share adjustment from Party A. See the company's designated information disclosure media and cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcements published on.
(II) compensation agreement
On April 6, 2022, the company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on signing the compensation agreement and relevant performance commitment statement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd., and further clarified the matters of compensation.
(1) According to Article 7.3 of the original agreement and Article 2 of the supplementary agreement, after calculation, the second adjusted purchase price is RMB thirteen million nine hundred and five thousand seven hundred and thirty-eight point fifty-four (RMB 1395573854).
(2) According to Article 7.3 of the original agreement and Article 2 of the supplementary agreement, the adjusted phase IV equity transfer price is negative, and its absolute value is RMB twelve million fifty-four thousand two hundred sixty-one point forty-six (RMB 1205426146). Party A now chooses the combination of cash and equity for compensation, in which Party B pays party a RMB fourteen thousand and sixteen point forty-four (rmb1401644) as cash compensation (hereinafter referred to as "cash compensation"), and Party B has paid party a RMB two million five hundred and sixty-seven thousand nine hundred and ninety-nine point seventy-five (RMB 256799975) in 2020, Party A shall refund Party B two million five hundred and fifty-three thousand nine hundred and eighty-three yuan and thirty-one cents (rmb255398331), and Party B shall transfer 44% of the equity of the target company to Party A as equity compensation (the corresponding value of 44% equity is rmb1204024502). Party B has transferred 16% equity to Party A in 2020, and Party B needs to transfer 28% equity to Party A, Equity compensation shall be separately negotiated and determined by both parties and an equity transfer agreement shall be signed. (3) Party A shall pay Party B two million five hundred and fifty-three thousand nine hundred and eighty-three yuan and thirty-one cents (RMB 255398331) within six months after receiving the notice of Party B's request for refund. Since the net profit in the above performance commitment period is based on the recovery of receivables and other receivables generated during Party B's performance commitment period, before Party A returns RMB 255398331 to Party B, Party B must complete the recovery of relevant receivables and properly solve the outstanding debts of the subject company during the performance commitment period.
(4) In view of Party B's full compensation to Party A according to the collection agreement, Party B still enjoys the dividend right of 49% of the original shareholding ratio after deducting the legal surplus reserve from the net profit realized during the performance commitment period, and undertakes the obligation of 49% compensation for the unliquidated debts generated by the subject company during the performance commitment period.
From January 1, 2022, Party A and Party B shall enjoy the rights (including but not limited to decision-making power, dividend right and other legal rights) and obligations of the subject company at the proportion of 95% and 5%.
3、 Performance commitment and completion
According to the original agreement signed by the company and Huang Bin, Jiangxi Saiqi promised that the net profit attributable to the owners of the parent company after deducting non recurring profits and losses would not be less than 6.2 million yuan, 8.4 million yuan, 8.82 million yuan and 9.26 million yuan respectively from August to December 2018, 2019, 2020 and 2021.
According to the audit report (TJs [2022] 783) issued by Tianjian Certified Public Accountants (special general partnership), the performance of Jiangxi Saiqi from August 2018 to December 2021 is as follows:
Unit: RMB
Three year performance commitment settlement (audited)
Period net profit non net profit after deduction
August December 201849549694354142650441354293
2019423246087 -75 Shenzhen Centralcon Investment Holding Co.Ltd(000042) 3996087
20202035231341757541201765593
20214310934497773031423320418
Total 1553359613629232221490436391
From August 2018 to December 2021, Jiangxi Saiqi accumulated a net profit of 1490436391 yuan attributable to the owner of the parent company after deducting non recurring profits and losses, with a realization rate of 45.61% compared with the promised net profit. Jiangxi Saiqi failed to fulfill its performance commitment from August 2018 to December 2021. According to the original agreement, supplementary agreement and compensation agreement, Huang Bin needs to compensate the company with cash of 1205426146 yuan based on net profit. The company chooses to accept the compensation method of 44% equity of Jiangxi Saiqi transferred by Huang Bin plus cash of 1401644 yuan.
4、 Relevant review procedures
1. Opinions of the board of directors
According to the audit report issued by Tianjian Certified Public Accountants (special general partnership) (tianjianshen [2022] 783), the board of directors of the company confirmed that Jiangxi Saiqi sports equipment manufacturing Co., Ltd. has not completed the performance commitment target, and the performance commitment is from August 2018 to December 31, 2021. In order to further clarify the compensation matters, the board of directors agreed that the company and Huang Bin signed the compensation agreement (hereinafter referred to as the "compensation agreement"). According to the original agreement, supplementary agreement and compensation agreement, calculated by net profit, Huang Bin needs to compensate the company with cash of 1205426146 yuan. The company chooses to accept Huang Bin's transfer of 44% equity of Jiangxi Saiqi plus cash of 1401644 yuan.
2. Opinions of independent directors
According to the audit report (TJs [2022] 783) issued by Tianjian Certified Public Accountants (special general partnership), Jiangxi Saiqi sports equipment manufacturing Co., Ltd. failed to fulfill the performance commitment from August 2018 to December 2021. According to the original agreement, supplementary agreement and compensation agreement, the compensation scheme considered by the board of directors of the company is conducive to protecting the interests of all shareholders of the company, especially small and medium-sized investors, and there is no violation of relevant laws and regulations. Gu Mingjie and Huang Haiyan, independent directors, unanimously agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
3. Opinions of the board of supervisors
The board of supervisors believes that: according to the original agreement, supplementary agreement and compensation agreement, the compensation scheme considered by the board of directors of the company is conducive to protecting the interests of all shareholders of the company, especially small and medium-sized investors, and there is no violation of relevant laws and regulations.
5、 Documents for future reference
1. Audit report issued by Tianjian Certified Public Accountants (special general partnership);
2. Resolutions of the 7th Meeting of the 4th board of directors of the company;
3. Independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors of the company;
4. Resolutions of the 5th meeting of the 4th board of supervisors of the company;
5. Compensation agreement.
It is hereby announced.
Board of directors
April 8, 2002
