Citic Securities Company Limited(600030)
About Beijing Originwater Technology Co.Ltd(300070)
In accordance with the relevant legal opinions of the Shenzhen Stock Exchange (hereinafter referred to as the “measures for the administration of the issuance of shares and the issuance of shares of the listed company”) and the ” According to the provisions of laws and regulations and normative documents, the performance commitments and compensation of some shareholders of the company on equity transfer have been verified, and the verification opinions are as follows:
1、 Transactions and performance commitments
1. Transaction overview
On April 30, 2019, the shareholders of the company Wen Jianping, Liu Zhenguo, Chen Yili, Zhou nianyun and Wu Kun signed the share transfer agreement between Wen Jianping, Liu Zhenguo, Chen Yili, Zhou nianyun and Wu Kun and China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as the “equity transfer agreement”) on Beijing Originwater Technology Co.Ltd(300070) , The above shareholders agreed to transfer a total of 337299406 shares of the company to urban and rural China, accounting for 10.71% of the total share capital of the company at that time.
On June 4, 2019, the company’s shareholders Wen Jianping, Liu Zhenguo, Chen Yili, Zhou nianyun and Wu Kun signed the supplementary agreement on the share transfer agreement of Beijing Originwater Technology Co.Ltd(300070) between Wen Jianping, Liu Zhenguo, Chen Yili, Zhou nianyun, Wu Kun and China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as the “supplementary agreement to the share transfer agreement”) with China Urban Rural Holding Group Co., Ltd. to modify the number of transferred shares, price and payment terms. After the amendment, the company’s shareholders Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun (hereinafter referred to as the “Transferor” or “commitment party”) will transfer a total of 320762323 shares to urban and rural China, and make performance commitment compensation agreement to the listed company on the share transfer between shareholders.
In view of the decline in the operating performance of the company and some important participating and holding companies affected by covid-19 epidemic in 2020, on March 30, 2021, the company’s shareholders Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun signed the supplementary agreement on the share transfer agreement of Beijing Originwater Technology Co.Ltd(300070) with China Urban rural Holding Group Co., Ltd. (hereinafter referred to as the “supplementary agreement to the share transfer agreement (II)”), Partially adjust the performance compensation content of “VII. Performance commitment” in the equity transfer agreement.
For details, please refer to the suggestive public notice on the signing of share transfer agreement and equity change by controlling shareholders, actual controllers and other shareholders (Announcement No.: 2019069) issued by the company on May 6, 2019, June 4, 2019 and March 31, 2021 respectively on the gem information disclosure media designated by the CSRC Announcement on the progress of signing the supplementary agreement of share transfer agreement and the effectiveness of the agreement by controlling shareholders, actual controllers and other shareholders (Announcement No.: 2019081), announcement on signing the supplementary agreement of share transfer agreement by some shareholders and adjusting shareholders’ commitment to the company’s performance (Announcement No.: 2021048).
2. Performance commitment
According to “VII. Performance commitment” in the equity transfer agreement: “In 2019, the net profit attributable to the owner of the parent company for Beijing Originwater Technology Co.Ltd(300070) will increase by no less than 10% compared with the net profit attributable to the owner of the parent company in the previous full fiscal year, in 2020, the net profit attributable to the owner of the parent company for Beijing Originwater Technology Co.Ltd(300070) will increase by no less than 15% compared with the net profit attributable to the owner of the parent company in the previous full fiscal year, and in 2021, the net profit attributable to the owner of the parent company for Beijing Originwater Technology Co.Ltd(300070) will increase by no less than 15% The net profit growth rate attributable to the owners of the parent company in the current year shall not be less than 20%. ” Meanwhile, according to the relevant provisions in paragraph 11 of “IX. liability for breach of contract”, if Beijing Originwater Technology Co.Ltd(300070) fails to realize the performance commitment in Article 7, the equity transferor shall pay the difference between the actual performance and the promised performance to Beijing Originwater Technology Co.Ltd(300070) in cash within 30 days after the publication of the annual report of the current year.
Based on the above performance commitment compensation is made by the equity transferor on the share transfer of both parties, after communication and consensus among shareholders, it is agreed to adjust the performance commitment scheme. According to the supplementary agreement (II) to the share transfer agreement, the performance compensation method remains unchanged, The specific adjustment method of performance commitment is as follows: “(1) In 2019 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 10%; 2020 Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company will no longer be assessed separately as a performance commitment indicator; In 2021 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company will increase by no less than 15% compared with the net profit attributable to the owner of the parent company in the full fiscal year of 2019; In 2022, the growth rate of Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 20%; (2) In 2019 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 10%; 2020 Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company will no longer be assessed separately as a performance commitment indicator; The total net profit of Beijing Originwater Technology Co.Ltd(300070) attributable to the owner of the parent company in 2020 and 2021 shall not be less than 2.53 times of the net profit attributable to the owner of the parent company in the full fiscal year of 2019. (Note: assume that the net profit of Beijing Originwater Technology Co.Ltd(300070) attributable to the owner of the parent company in 2019 is a, and the net profit attributable to the owner of the parent company in 2020 and 2021 is a (1 + 15%) + A (1 + 15%) (1 + 20%) = 2.53a). “
3. Performance compensation method
If Beijing Originwater Technology Co.Ltd(300070) fails to fulfill the performance commitment, the equity transferor shall pay Beijing Originwater Technology Co.Ltd(300070) the difference between the actual performance and the promised performance in cash within 30 days after the publication of the annual report of the current year.
2、 Completion of performance commitments
Since the adjusted performance commitment scheme is completed by the equity transferor from one of the two schemes, according to the contents of the scheme, the performance commitment amount in 2021 under each scheme is as follows:
Scheme 1 stipulates that the company promises to realize the net profit attributable to the owners of the parent company in 2021, and the growth rate of the net profit attributable to the owners of the parent company shall not be less than 15% compared with the full fiscal year of 2019.
Since the company realized the net profit attributable to the owner of the parent company of 138069057705 yuan in 2019, the company’s commitment to realize the net profit attributable to the owner of the parent company of no less than 158779416361 yuan in 2021 under this scheme.
Scheme II stipulates that the total net profit attributable to the owners of the parent company in 2020 and 2021 shall not be less than 2.53 times of the net profit attributable to the owners of the parent company in the full fiscal year of 2019, that is, not less than 349314715994 yuan. Since the company achieved a net profit of 114321996758 yuan attributable to the owners of the parent company in 2020, the company’s commitment to achieve a net profit of no less than 234992719236 yuan attributable to the owners of the parent company in 2021 under this scheme.
According to the Beijing Originwater Technology Co.Ltd(300070) audit report (dxsz [2022] No. 101560) issued by Daxin Certified Public Accountants (special general partnership), the company realized a net profit of 58380815403 yuan attributable to the owner of the parent company in 2021. Since the actual performance in 2021 is lower than the above performance commitment scheme, the equity transferor has triggered the performance compensation obligation.
Performance commitment plan actual performance completed in 2021 performance compensation amount promised in 2021
(yuan) (yuan) (yuan)
Scheme I 58380815403158779416361100398 Orient Securities Company Limited(600958)
Scheme II: 58380815403234992719236176611903833
3、 Performance compensation arrangement
This performance commitment refers to the compensation of performance commitment to the listed company agreed by the shareholders of the company in the share transfer agreement and the supplementary agreement (II) of the share transfer agreement. After knowing that the performance commitment party has triggered the performance compensation obligation in 2021, the company made a written prompt to the performance commitment parties Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun on the disclosure day of the 2021 annual report, suggesting that the performance commitment party has touched on the performance compensation situation, and please confirm the applicable scheme of the performance commitment as soon as possible and fulfill the compensation obligation as agreed, so as to protect the legitimate rights and interests of the listed company.
According to the agreement, the performance commitment party shall pay the difference between the actual performance and the promised performance to the company in cash within 30 days after the publication of the 2021 annual report, that is, before May 8, 2022. The company will continue to pay attention to the progress of the performance commitment, and fulfill the obligation of information disclosure in a timely manner in accordance with the regulations.
4、 Opinions of the sponsor
The recommendation institution checked the achievement of the above performance commitments by consulting the equity transfer agreement, the supplementary agreement to the share transfer agreement, the supplementary agreement to the share transfer agreement (II), and the verification report on the completion of Beijing Originwater Technology Co.Ltd(300070) performance commitments issued by Daxin Certified Public Accountants (special general partnership) (Daxin zhuanshen Zi [2022] No. 102705). After verification, the sponsor believes that the audited net profit attributable to the shareholders of the parent company from January 1, 2021 to December 31, 2021 is 58380815403 yuan, which fails to meet the performance commitment. There are uncertainties in the implementation and progress of performance compensation, which may have an adverse impact on the company’s future operation and management. Investors are reminded to pay attention to the above risks. The recommendation institution will also urge the performance commitment party to timely perform the compensation obligation in accordance with the equity transfer agreement and the supplementary agreement to the share transfer agreement (II).
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) on the verification opinions of Beijing Originwater Technology Co.Ltd(300070) some shareholders on performance commitment and compensation for equity transfer)
Sponsor representative
Yang Bo Ge Xin
Citic Securities Company Limited(600030) April 8, 2022
