Stock Code: Wuhu Token Sciences Co.Ltd(300088) stock abbreviation: Wuhu Token Sciences Co.Ltd(300088) Announcement No.: 2022009 bond Code: 123022 bond abbreviation: Changxin convertible bond
Wuhu Token Sciences Co.Ltd(300088)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
Wuhu Token Sciences Co.Ltd(300088) (hereinafter referred to as "the company" or " Wuhu Token Sciences Co.Ltd(300088) ") received the letter of concern on Wuhu Token Sciences Co.Ltd(300088) (GEM concern letter [2022] No. 182) (hereinafter referred to as "the letter of concern") issued by the management department of GEM companies of Shenzhen Stock exchange on April 11, 2022. According to the requirements of the letter of concern, the company now replies to the questions involved in the letter of concern as follows:
1. On March 30, 2020, your company signed the performance compensation agreement with BIC battery. BIC battery was required to pay you no less than 20% of the performance compensation before July 20, 2020, and the rest was compensated to your company within 6 months after the signing of the agreement. BIC battery failed to pay the performance compensation according to the above agreement. At the same time, your company claims that because BIC power does not have the ability to perform performance compensation to your company, it has not claimed performance compensation from BIC power, but has never waived BIC power's claim of rights and interests in any express or implied way.
(1) In combination with articles 6 and 11 of the regulatory guidelines for listed companies No. 4 - commitments of listed companies and their related parties, your company is requested to explain whether the commitment elements related to performance compensation in the capital increase and share expansion agreement are complete, whether the compensation period is not specified, and whether it does not actively and timely require bike power to bear compensation liability, and whether it meets the requirements of the above regulatory guidelines, if not, Please clarify in your reply the respective compensation responsibilities of BIC battery and BIC power, the amount of compensation to be borne, and when your company will recover from BIC power.
reply:
1、 The commitment elements of performance compensation in the capital increase and share expansion agreement are relatively complete
On February 5, 2016, after the deliberation and approval of the 10th meeting of the Fourth Board of directors, the company signed the capital and share increase agreement with BIC power and BIC battery, in which the performance commitment and performance compensation are agreed as follows:
Net profit of bike power in 2016, 2017 and 2018 (net of non recurring profit and loss)
The net profit is the basis for calculation. The net profit mentioned below refers to the net profit after deducting non recurring profits and losses, and shall be subject to the special audit report issued by an accounting firm with securities business qualification recognized by Wuhu Token Sciences Co.Ltd(300088) and shall not be used separately
Less than 400 million yuan, 70 million yuan and 120 million yuan. For example, in 2016
If the actual net profit in 2017 and 2018 is lower than the promised amount, BIC battery and BIC power shall perform relevant compensation obligations to Wuhu Token Sciences Co.Ltd(300088) according to the following agreement.
1. If the audited net profit of BIC power in 2016 is less than RMB 400 million, BIC battery and BIC power agree to adjust the valuation according to the P / E ratio of 20 times the audited net profit in 2016, return the corresponding proportion of investment or transfer the corresponding equity proportion to Wuhu Token Sciences Co.Ltd(300088) .
2. If the audited net profit of BIC power in 2017 is less than 70 million yuan, BIC battery and BIC power shall adjust the valuation according to the P / E ratio of 12 times the audited net profit of BIC battery in 2017, return the corresponding proportion of investment or transfer the corresponding equity proportion to Wuhu Token Sciences Co.Ltd(300088) .
3. If the audited net profit of BIC power in 2018 is less than 120 million yuan, BIC battery and BIC power will give Wuhu Token Sciences Co.Ltd(300088) the following compensation to shareholders' equity (net profit of 12 Shenzhen Zhongheng Huafa Co.Ltd(000020) 18) × Wuhu Token Sciences Co.Ltd(300088) shares in BIC power.
Although the capital increase and share expansion agreement does not specify the time limit of compensation, it does not limit the time limit for the company to claim performance compensation as the obligee. Therefore, if the actual net profit of BIC power is lower than the commitment, after triggering the performance compensation clause, the company can require the performance compensation contractor, namely BIC battery or BIC power, to perform the performance compensation liability at any time as agreed. After the occurrence of performance compensation, the company immediately required BIC battery and BIC power to undertake performance compensation obligations, and specified the period of performance compensation of BIC battery in the subsequent performance compensation agreement. To sum up, the commitment elements of performance compensation in the capital increase and share expansion agreement are relatively complete and meet the relevant requirements of regulatory guidelines.
2、 The company actively urges the performance compensation party to fulfill the compensation responsibility
According to the performance commitment of BIC power, the company actively and timely requires the performance compensation party, namely BIC battery or BIC power, to perform the performance compensation responsibility and implement the compensation matters. Of which:
1. In 2016, bike power completed performance gambling without performance compensation.
2. In 2017, BIC power did not complete the performance bet. BIC battery has transferred its 3.3055% equity of BIC power to the company, and the performance compensation has been completed.
3. In 2018, BIC power failed to complete the performance bet, which requires a compensation of 3 Cgn Nuclear Technology Development Co.Ltd(000881) 15520845 million yuan. Under the continuous supervision of the company, the company has received a performance compensation of 8 million yuan from BIC battery. For the remaining performance compensation of 107520845 million yuan, due to BIC power's participation in the major asset restructuring of Anhui Xinli Finance Co.Ltd(600318) and in order to implement the performance compensation as soon as possible, the company signed the agreement on equity transfer and debt cancellation and the supplementary agreement with BIC battery through consultation, which agreed that BIC battery would transfer its 1048984% equity of BIC power to Wuhu Token Sciences Co.Ltd(300088) , Thus, the equity transfer payment payable by Wuhu Token Sciences Co.Ltd(300088) to BIC battery can be offset by the performance compensation payable by BIC battery to Wuhu Token Sciences Co.Ltd(300088) . Due to the termination of Anhui Xinli Finance Co.Ltd(600318) major asset restructuring, the restrictions on the equity rights of BIC power held by BIC battery have not been resolved, and the above equity transfer has not been completed.
For the outstanding performance compensation, the company has continuously urged BYK battery and BYK power to implement the compensation since the date of occurrence of relevant matters. The chairman of the company and the Secretary of the board of directors have been collecting 2018 performance compensation from BIC battery and BIC power in various ways, and have repeatedly communicated and collected face-to-face in the Shenzhen Office of BIC power and BIC battery. On April 23, 2020, the company arranged the board secretary and the staff of the securities office to go to the Longgang plant of BIC power in Shenzhen to collect money face-to-face with Mr. Li Qianxiang, the actual controller of BIC power.
In order to ensure the effective implementation of performance compensation, Mr. Li Qianxiang, the actual controller of BIC power, agreed to provide joint and several guarantee liabilities and signed the guarantee agreement; At the same time, in order to further protect the interests of shareholders of the listed company, the company negotiated with Li Xiangqian to provide relevant equity pledge by him or a third party designated by him. On April 24, 2020, the company handled the equity pledge procedures of 1.5% of BIC power in Shenzhen market supervision and Administration Bureau, and urged BIC power and BIC battery to dispose of assets as soon as possible and pay performance compensation. Related matters, the company issued the progress announcement on the completion of performance commitments of the joint-stock company Shenzhen BIC Power Battery Co., Ltd. on April 27, 2020. At present, there are still a large number of unliquidated debts and pending litigation of BIC power, and all the equity of BIC power held by BIC battery is in the state of pledge and freezing. In addition, BIC power's industrial and commercial matters are in the state of commercial freezing, which makes BIC power unable to handle the industrial and commercial matters such as equity transfer and change involved in the company. At the same time, the company actively performed the information disclosure of the progress of relevant compensation matters: the progress announcement on the completion of the performance commitment of the joint-stock company Shenzhen BIC Power Battery Co., Ltd. disclosed on March 11, 2019, and the progress announcement on the completion of the performance commitment of the joint-stock company Shenzhen BIC Power Battery Co., Ltd. disclosed on April 27, 2020 The progress announcement of Wuhu Token Sciences Co.Ltd(300088) on the completion of performance commitments of the joint-stock company Shenzhen bike Power Battery Co., Ltd. disclosed on March 9, 2021.
To sum up, the company and relevant staff have actively and timely required the performance indemnifier to assume corresponding compensation responsibilities, which is in line with the relevant requirements of the regulatory guidelines.
3、 Division of compensation responsibilities between performance compensators
According to the capital and share increase agreement, BIC battery and BIC power, as performance compensation parties, jointly perform relevant compensation obligations to Wuhu Token Sciences Co.Ltd(300088) according to the contents of the agreement, and they bear joint and several liability in terms of commitment subjects. If BIC battery fails to perform on schedule, please refer to IV. performance time limit of BIC power. Up to now, Wuhu Token Sciences Co.Ltd(300088) holds 11.64% equity of BIC power. BIC power is a joint-stock subsidiary of Wuhu Token Sciences Co.Ltd(300088) and BIC battery is the controlling shareholder of BIC power. From the perspective of protecting the interests of listed companies and in combination with the actual capital situation of BIC power, Wuhu Token Sciences Co.Ltd(300088) gives priority to BIC battery for recovery, but does not give up the right of recovery of BIC power. In addition, the company signed the guarantee agreement with Li Xiangqian, one of the actual controllers of BIC power, requiring him to bear joint and several guarantee liabilities to the company for the performance compensation and the liability for breach of contract agreed in the performance compensation agreement.
4、 Bike power performance time limit
If BIC battery fully performs its performance compensation obligations, BIC power will not be liable for performance compensation. However, considering that BIC battery is unable to transfer the equity corresponding to performance compensation to the company temporarily, if BIC battery still fails to transfer 1048984% of the equity of BIC power to the company or fails to fully fulfill the responsibility of performance compensation before December 31, 2022, BIC power must fulfill the remaining responsibility of performance compensation before March 31, 2023. (2) In combination with the operation of BIC power and BIC battery in recent three years and the division of responsibilities of both parties for performance compensation, please explain that your company always treats BIC battery and BIC power differently in terms of recovery of performance commitment compensation when BIC battery is the controlling shareholder of BIC power and Anhui Xinli Finance Co.Ltd(600318) (hereinafter referred to as " Anhui Xinli Finance Co.Ltd(600318) ") plans to acquire BIC power through major asset replacement, And whether the basis for BIC power's lack of compensation ability is sufficient and reasonable, and whether there is a problem of helping BIC power avoid compensation obligations.
reply:
1、 Operating conditions of bike power battery in recent three years
The main financial data of BIC power in the last two years and one period are as follows:
Unit: 10000 yuan
Balance sheet items 2021-9-30202012-31201912-31
Total assets 473199524523337259101362
Total liabilities 259095212620858231184357
Owner's equity 214104321902479027917006
Owner's equity attributable to the parent company 183946581802947727917006
Income statement items January September 20212020 2019
Operating income 169003841563806713831202
Operating profit -173104 -11690665 -8053344
Total profit -170053 -11923318 -8133224
Net profit -170622 -10013907 -7679844
Net profit attributable to owners of parent company -736.28 -1 Harbin Electric Corporation Jiamusi Electric Machine Co.Ltd(000922) 0 -7679844
Main financial indicators: September 30, 2021 / December 31, 2020 / December 31, 2019/
January September 20212020 2019
Consolidated asset liability ratio (%) 54.58 57.94 52.76
Gross profit margin (%) 13.62 -0.41 -12.04
Since 2018, due to the changes in the internal and external environment of the power battery market, affected by the business difficulties of some customers such as ST Zhongtai ( Zotye Automobile Co.Ltd(000980) .sz, the former Zhongtai automobile) and Huatai Automobile, the collection of accounts receivable of bike power has been blocked, resulting in the arrears of payment to some suppliers and the inability to repay bank loans in time, resulting in great financial pressure.
Main litigation matters of BIC power and its subsidiaries (litigation)
