Securities code: Sichuan Development Lomon Co.Ltd(002312) securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022056
Sichuan Development Lomon Co.Ltd(002312)
About the wholly-owned subsidiary longmang Dadi Agriculture Co., Ltd
Announcement of achievement of performance commitments (after update)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) completed the acquisition of longmang Dadi Agriculture Co., Ltd. (hereinafter referred to as “longmang Dadi” or “the target company”) in 2019. The performance commitment period is from 2019 to 2021. According to the relevant regulations of Shenzhen Stock Exchange and the acquisition agreement, the completion of longmang Dadi performance commitment is described as follows:
1、 Basic information of acquisition
On June 3, 2019, the company held the 17th meeting of the 5th board of directors, deliberated and approved the proposal related to this major asset purchase. On the same day, the company and the counterparty signed the equity acquisition agreement between Chengdu Santai Holding Group Co., Ltd. and Li Jiaquan, Sichuan longmang Group Co., Ltd. and longmang Dadi Agriculture Co., Ltd. (hereinafter referred to as the “equity acquisition agreement”) with effective conditions. On August 9, 2019, the company held the 18th meeting of the 5th board of directors, deliberated and approved the proposal on the report on major asset purchase of Chengdu Santai Holding Group Co., Ltd. (Draft) (Second Revision) and its summary and other relevant proposals. On the same day, based on the latest audit report and evaluation report, the company and the counterparty signed the supplementary agreement to the equity acquisition agreement with effective conditions for the transaction. On August 30, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and approved the proposals related to this transaction. On September 10, 2019, Mianzhu administrative examination and approval Bureau approved the industrial and commercial change registration of longmang Dadi. Longmang Dadi became a wholly-owned subsidiary of the company and was included in the scope of the company’s consolidated statements.
2、 Profit commitment and compensation
Mr. Li Jiaquan and Sichuan longmang Group Co., Ltd., the counterparties of the above acquisition transactions, promise that the net profit attributable to the shareholders of the parent company (hereinafter referred to as “net profit”) realized by the target company in 2019, 2020 and 2021 after deducting non recurring profits and losses will not be less than 300 million yuan, 378 million yuan and 45 million yuan respectively, and the cumulative committed net profit will not be less than 1128 million yuan.
After the end of each fiscal year within the profit commitment period, the company will hire an accounting firm with securities and futures related business qualifications to conduct a special audit on longmang earth and issue a special audit report. According to the special audit report, if the accumulated actual net profit of longmang earth in any year during the profit commitment period is less than the accumulated committed net profit of the corresponding year, the difference shall be compensated by the counterparty in cash.
3、 Completion of performance commitments
According to the special audit report on the performance of longmang Dadi Agriculture Co., Ltd. in 2019 issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), the net profit of longmang Dadi in 2019 was 31528661913 yuan, and the net profit after deducting non recurring profits and losses was 30742301669 yuan, which was 300 million yuan higher than the promised net profit in 2019, completing the performance commitment in 2019.
According to the special audit report on the performance of longmang Dadi Agriculture Co., Ltd. in 2020 issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), the net profit of longmang Dadi in 2020 was 44109178505 yuan, and the net profit after deducting non recurring profits and losses was 43437347195 yuan, which was higher than the promised net profit of 378 million yuan in 2020, completing the performance commitment in 2020. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The announcement on the completion of 2019 performance commitment of longmang Dadi Agriculture Co., Ltd. (2020050) and the announcement on the completion of 2020 performance commitment of longmang Dadi Agriculture Co., Ltd. (2021031) were disclosed.
According to the special audit report on the performance of longmang Dadi Agriculture Co., Ltd. in 2021 issued by Sichuan Huaxin (Group) accounting firm (special general partnership), the net profit of longmang Dadi in 2021 was 73696937488 yuan, and the net profit after deducting non recurring profits and losses was 75864261651 yuan, which was higher than the promised net profit of 45 million yuan in 2021, completing the performance commitment in 2021.
To sum up, from 2019 to 2021, the cumulative net profit of longmang earth was 1493347777906 yuan, and the cumulative net profit after deducting non recurring profits and losses was 150043910515 yuan, higher than the promised deduction of non net profit of 1128 million yuan from 2019 to 2021. Longmang earth completed its performance commitment from 2019 to 2021. It is hereby announced.
Sichuan Development Lomon Co.Ltd(002312) board of directors April 12, 2002
