Special statement on the completion of performance commitments of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
About Cangzhou Lingang Yanuo Chemical Co., Ltd. in 2021
Special description on the completion of performance commitments
Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. (hereinafter referred to as ” Hainan Yatai Industrial Developent Co.Ltd(000691) “) has prepared these instructions in accordance with the measures for the administration of major asset restructuring of listed companies and the relevant provisions of Shenzhen Stock Exchange.
1、 Basic information
On November 1, 2019, after the deliberation and approval of Hainan Yatai Industrial Developent Co.Ltd(000691) board of directors, Hainan Yatai Industrial Developent Co.Ltd(000691) signed the equity purchase framework agreement with Hebei Yanuo Biotechnology Co., Ltd. (hereinafter referred to as “Yanuo biotechnology”) and its actual controllers Luo Qike, Liu Xiaomin, Li Zhen and Cangzhou Lingang Yanuo Chemical Co., Ltd. (hereinafter referred to as “Lingang Yanuo chemical”) within 5 working days after signing the agreement, Pay 35 million yuan of earnest money to Yanuo biology. Both parties agree that after the formal agreement of this transaction takes effect, the transaction earnest money will be directly converted into the transaction price paid by Hainan Yatai Industrial Developent Co.Ltd(000691) to the counterparty to offset the first phase transaction price related to this transaction payable by Hainan Yatai Industrial Developent Co.Ltd(000691) to the counterparty according to the agreement of both parties. On November 1, 2019, Hainan Yatai Industrial Developent Co.Ltd(000691) held the 5th meeting of the 7th board of directors in 2019, deliberated and approved the plan and related proposals of the reorganization, and the independent directors expressed independent opinions; On March 2, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) signed the equity purchase agreement and performance commitment compensation agreement with the counterparty to be purchased. On March 2, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) held the second meeting of the seventh board of directors in 2020, deliberated and approved the formal plan of the reorganization and relevant proposals, and the independent directors expressed independent opinions; On April 10, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) signed the supplementary agreement to the equity purchase agreement and the supplementary agreement to the performance commitment compensation agreement with the counterparty to be purchased. On April 10, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) held the third meeting of the seventh board of directors in 2020, deliberated and passed the proposal related to the adjustment of the transaction scheme, adjusting the sale of Tongchuang JIAYE and the purchase of Lingang Yanuo chemical to the purchase of Lingang Yanuo chemical only; On May 20, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) held the 6th meeting of the 7th board of directors in 2020, considered and approved the proposal on updating the financial data related to the transaction; On June 5, 2020, Hainan Yatai Industrial Developent Co.Ltd(000691) held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on purchasing 51% equity of Lingang Yanuo chemical; On June 17, 2020, the market supervision and Administration Bureau of Cangzhou Bohai New Area accepted the shareholder change of Lingang Yanuo chemical and issued a new business license (Unified Social Credit Code “91130931557675726n”).
2、 Performance commitment
Luo Qike, Liu Xiaomin and Li Zhen promised the net profits of Lingang Yanuo chemical in 2020, 2021 and 2022
Special description on performance commitment of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) development Co., Ltd
Not less than 45 million yuan, 53 million yuan and 62 million yuan respectively, and the total committed net profit in the performance commitment period is 160 million yuan. The above net profit is calculated on the basis of the lower one before and after deducting non recurring profits and losses audited by an accounting firm qualified for securities and futures business.
Hainan Yatai Industrial Developent Co.Ltd(000691) agreed with Luo Qike, Liu Xiaomin and Li Zhen that if the total net profit actually realized by Lingang Yanuo chemical in 2020, 2021 and 2022 fiscal years reaches 90% (inclusive) of the total committed net profit of 160 million yuan, Luo Qike, Liu Xiaomin and Li Zhen can complete the performance commitment, and the performance commitment party does not need to make performance compensation.
Hainan Yatai Industrial Developent Co.Ltd(000691) and Luo Qike, Liu Xiaomin and Li Zhen agreed that during the performance commitment period, if the cumulative net profit realized by Lingang Yanuo chemical fails to reach the agreed total committed net profit, that is, the total net profit realized by Lingang Yanuo chemical during the performance commitment period is less than 90% of the total committed net profit of 160 million yuan, Luo Qike, Liu Xiaomin and Li Zhen shall be liable for compensation Hainan Yatai Industrial Developent Co.Ltd(000691) Luo Qike, Liu Xiaomin and Li Zhen shall jointly calculate and confirm the amount of compensation payable by both parties within 15 working days after the performance commitment of Lingang Yanuo chemical expires and the audit report of 2022 is issued, and Luo Qike, Liu Xiaomin and Li Zhen shall compensate Hainan Yatai Industrial Developent Co.Ltd(000691) in cash within 10 working days after the amount of compensation payable is confirmed. The audit report of 2022 shall be issued before April 2023. Compensation amount = [(cumulative committed net profit in performance commitment period – cumulative realized net profit in performance commitment period) / cumulative committed net profit in performance commitment period] × The total amount of the transaction price of the target assets to be purchased – Hainan Yatai Industrial Developent Co.Ltd(000691) is the amount of the fourth installment unpaid amount agreed in the equity purchase agreement. If the compensation amount is negative, the compensation is not involved. Luo Qike, Liu Xiaomin and Li Zhen do not need to pay compensation to Hainan Yatai Industrial Developent Co.Ltd(000691) company.
The cumulative committed net profit in the performance commitment period in the above formula is 100% of the agreed total committed net profit. If the performance promising party fails to perform the performance compensation obligation in time and in full as agreed, Hainan Yatai Industrial Developent Co.Ltd(000691) has the right to require Luo Qike, Liu Xiaomin and Li Zhen to pay liquidated damages for the overdue period (from the date of expiration of the performance compensation obligation to the date of completion of the performance compensation payment by the performance promising party) according to the standard of 0.05% per day.
3、 Completion of performance commitments
According to the audit, Lingang Yanuo chemical achieved a net profit of 57.818 million yuan after deducting non recurring profits and losses in 2021, with a performance commitment of no less than 53 million yuan. Lingang Yanuo chemical completed its performance commitment in 2021.
Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. April 18, 2022
