Securities code: Beijing Originwater Technology Co.Ltd(300070) securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022043 Beijing Originwater Technology Co.Ltd(300070)
Announcement on the completion of the company’s performance commitments
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.
Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company” or ” Beijing Originwater Technology Co.Ltd(300070) “) deliberated and adopted the proposal on the completion of the company’s performance commitments at the 23rd Meeting of the 5th board of directors held on April 7, 2022. The details are as follows:
1、 Performance commitment and compensation agreement
In May and June 2019 and March 2021, the company’s shareholders Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun (hereinafter referred to as “equity transferor” or “performance commitment party”) and the company’s controlling shareholder China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as “China urban rural”) signed the share transfer agreement, the supplementary agreement to the share transfer agreement and the supplementary agreement to the share transfer agreement (II) respectively, The transferor transferred a total of 320762323 shares held by it to urban and rural China, and made performance commitment and compensation agreement to the listed company on the share transfer between shareholders. For details, see the suggestive announcement 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 the gem information disclosure media designated by the CSRC on May 6, 2019, June 4, 2019 and March 31, 2021 respectively 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).
Since the company has adjusted its performance commitments in 2021, the adjusted performance commitments are as follows: “the equity transferor can choose either of the following two performance commitment schemes:
(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). “
The performance compensation method has not been adjusted. The compensation method is: if Beijing Originwater Technology Co.Ltd(300070) fails to realize the performance commitment, 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.
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)
Scheme I 58380815403158779416361100398 Orient Securities Company Limited(600958)
Scheme II: 58380815403234992719236176611903833
3、 Performance compensation arrangement
This performance commitment refers to the compensation for the difference of performance commitment made to the company by the shareholders of the company in the share transfer agreement for the equity transfer. After knowing that the performance commitment party has triggered the compensation obligation for the difference of performance commitment 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 of the 2021 annual report, reminding that the performance commitment party has touched on the compensation situation of performance difference, and please confirm the applicable scheme of performance commitment as soon as possible and fulfill the compensation obligation according to the contract, so as to protect the legitimate rights and interests of listed companies.
According to the agreement, the performance commitment party shall pay the difference between the actual performance and the committed 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. There may be uncertainty in the implementation and progress of performance compensation, so investors should pay attention to investment risks. It is hereby announced.
Beijing Originwater Technology Co.Ltd(300070) board of directors
April 8, 2002
