Securities code: 000070 securities abbreviation: Shenzhen Sdg Information Co.Ltd(000070) announcement Code: 2022-06 Shenzhen Sdg Information Co.Ltd(000070)
Announcement on the signing of agreements by shareholders on matters related to the lifting of share restrictions
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.
In order to actively fulfill the performance commitment, pay the performance compensation payable by Shenzhen Sdg Information Co.Ltd(000070) (hereinafter referred to as “the company”, “000070}” or “party a”) in full, The management shareholders (Dai Rong, Yin Tao and Lin Feng) (hereinafter referred to as “Party B”) of Chengdu Fourier Electronic Technology Co., Ltd. (hereinafter referred to as “Chengdu Fourier” or “the target company”) hereby apply for the release of the restricted shares corresponding to the completion of the promised performance in 2020, Obtain funds by reducing or transferring shares and timely pay Shenzhen Sdg Information Co.Ltd(000070) the performance compensation of RMB 14312176.49 in 2019.
In order to ensure that the management shareholders of Chengdu Fourier can effectively repay the performance compensation after the shares are unlocked, the management shareholders of Chengdu Fourier have further signed an agreement with the company to make specific arrangements for the handling of lifting the restrictions on the sale of restricted shares in batches and ensuring that the remaining outstanding performance compensation is paid to the company after the shares are unlocked. The main contents of the agreement are as follows:
Party A: Shenzhen Sdg Information Co.Ltd(000070)
Party B 1: Dai Rong
Party B II: Yin pottery
Party B III: Lin Feng
In this agreement, either party of Party A and Party B is individually referred to as “party” and collectively referred to as “parties”; Dai Rong, Yin Tao and Lin Feng are collectively referred to as “Party B” or “Party B”.
1、 Whereas:
1、 The agreement between Shenzhen Sdg Information Co.Ltd(000070) and all shareholders of Chengdu Fourier Electronic Technology Co., Ltd. to purchase assets by issuing shares and paying cash (hereinafter referred to as the “asset purchase agreement”) and the profit compensation agreement between Shenzhen Sdg Information Co.Ltd(000070) and Dai Rong, Yin Tao, Lin Feng, Chen Yu and Zhang Hongxia on Chengdu Fourier Electronic Technology Co., Ltd. (hereinafter referred to as the “agreement”)“ In the profit compensation agreement, Dai Rong, Yin Tao and Lin Feng, the former management shareholders of Chengdu Fourier, made separate supplementary commitments on the performance of Chengdu Fourier from 2018 to 2020 (the “supplementary performance commitment period”): the net profit of Chengdu Fourier in 2018, 2019 and 2020 shall not be lower than the promised net profit in 2017, that is, not less than 35 million yuan.
2. Article 5.2 of the profit compensation agreement stipulates that “if the actual net profit of the target company in the supplementary performance commitment period is confirmed to be less than 35 million yuan, the management shareholders (Party B) shall make up the difference to the listed company in cash within 30 days after the issuance of the special audit report of the target company in that year.”
3. In article 3.7 “lock up period of issued shares” of article 3.7 of the asset purchase agreement, the agreement on lifting the restrictions on the sale of the third and fourth phases of Shenzhen Sdg Information Co.Ltd(000070) non-public issued shares held by Party B. “
4. According to the asset purchase agreement, Party B further promises to complete the performance of the current year during the supplementary performance commitment period of Chengdu Fourier (2018, 2019 and 2020), and unlocks the restricted shares corresponding to the performance of the current year in batches, that is, the second batch of restricted shares, the third batch of restricted shares and the fourth batch of restricted shares. 5. According to the audit of Tianzhi International Certified Public Accountants (special general partnership), the actual net profit of Chengdu Fourier in 2019 during the supplementary performance commitment period is 12975716.68 yuan, Party B fails to reach the performance supplementary commitment target of 35 million yuan (as of the date of signing this agreement, Party B has paid performance compensation to Party A totaling 7712106.83 yuan, and needs to pay performance compensation to Party A of 14312176.49 yuan). The actual net profit in 2020 is 49312176.49 yuan, which has exceeded the performance supplementary commitment target of 35 million yuan made by Party B for the current year.
2、 Through friendly negotiation, it is agreed as follows: within 60 trading days after the release of the fourth phase of Shenzhen Sdg Information Co.Ltd(000070) non-public offering shares held by Party B, Party B shall pay Party A the outstanding performance compensation of RMB 14312176.49. Party B 1, Party B 2 and Party B 3 shall perform the repayment obligations according to the sharing proportion agreed in the profit compensation agreement, and Party B 1 shall bear joint and several liability guarantee for the above cash compensation obligations of Party B 2 and Party B 3 in accordance with the profit compensation agreement. The outstanding performance compensation paid by Party B shall be paid in full and on time by means including but not limited to Article 3 of this agreement.
3、 Through friendly negotiation between the parties, the third batch of restricted shares and the fourth batch of restricted shares that have not yet been lifted shall be handled and the remaining outstanding performance compensation shall be paid in the following ways:
Party A applies to the regulatory authority for lifting the restrictions on the sale of the fourth batch of restricted shares, and Party B shall circulate and realize the fourth batch of restricted shares lifted as soon as possible, and immediately transfer the funds to the third-party regulatory account established by Party B in the bank designated by Party A, which shall be preferentially used to repay the balance of performance compensation not paid by Party B to Party A in 2019. After Party B pays the balance of performance compensation to Party A in full, The third-party supervision of the bank account can be lifted, and Party A shall apply to the regulatory authority for lifting the restrictions on the sale of the third batch of restricted shares as soon as possible.
The specific implementation methods are as follows:
1. Party B shall first set up a three-party supervision account jointly supervised with Party A in the bank designated by Party A, which is the only account for Party B to collect the share reduction funds after lifting the restriction, and all the funds obtained from the share reduction shall be transferred to the supervision account. Party B and Party A hereby sign a tripartite supervision agreement with the deposit bank of the jointly managed account.
2. Party B agrees to designate the co managed account as the only account for the transfer of bank securities funds for the release of the restricted shares and securities account.
3. Party A applies to the regulatory authority for lifting the restrictions on the sale of the fourth batch of restricted shares, and Party B transfers the fourth batch of released Shenzhen Sdg Information Co.Ltd(000070) shares held by Party B through call auction or block trading within 30 trading days from the date of share circulation, and all the funds obtained by Party B from reducing its shares are transferred to the joint management account, It is designated to give priority to the payment of performance compensation payable to Party A in 2019 (RMB 14312176.49). If there is any deficiency, Party B shall raise another fund to solve it.
4. Party B promises that the custody unit and co custody account corresponding to the above shares are the only custody unit and associated bank account for the circulating shares after the deregulation. Without the consent of Party A and before the unpaid performance compensation in 2019 is paid, Party B will not transfer the custody and replace the bank account.
5. Party B agrees that if the above fourth batch of restricted shares fails to pay the performance compensation in full within 60 trading days from the date of lifting the circulation of restricted shares, the company has the right to give priority to the disposal of the shares not reduced in the lifted restricted shares and the third batch of restricted shares not lifted, so as to pay the remaining outstanding performance compensation payable at that time.
6. After Party B fully pays the outstanding performance compensation for 2019 (RMB 14312176.49) to Party A, Party A shall apply to the regulatory authority for lifting the restrictions on the sale of the third batch of restricted shares within 15 trading days.
7. Party B promises that the third batch of restricted shares and the fourth batch of restricted shares mentioned in this agreement that have not been lifted at present will not establish pledge or other equity burden in any form without the written consent of Party A.
4、 Compulsory notarization
1. Party A and Party B jointly confirm that:
(1) According to relevant laws and regulations, we have fully understood the meaning, content, procedure and effectiveness of compulsory notarization. After careful consideration, it is decided that since the date of signing this supplementary agreement, Party A and Party B voluntarily apply to Longhua notary office in Shenzhen, Guangdong Province for notarization, and the repayment obligation and guarantee obligation given to Party B shall be enforceable. If Party B fails to perform, delays in performing or fails to fully perform the repayment obligations and guarantee obligations under the contract, Party A may, in accordance with Article 238 of the civil procedure law, directly apply to the people’s court with jurisdiction for enforcement in accordance with the agreement and enforcement certificate given by the notary office, without going through litigation procedures, Party B voluntarily accepts the compulsory execution of the judicial authority, and at the same time, Party B waives the right of defense against Party A’s direct application for compulsory execution.
(2) Party A and Party B jointly confirm that the creditor’s right, debt relationship and payment content given by the agreement are clear. Debts are the following monetary debts: performance compensation, expenses incurred to realize creditor’s rights, mortgage, pledge, etc. (including but not limited to legal fees, arbitration fees, lawyer’s fees, travel expenses, notarization fees, execution fees, appraisal fees, preservation fees, guarantee (insurance) fees, evaluation fees, auction or sale fees, transfer fees, announcement fees, etc.) and all other payable expenses.
2. Verification and confirmation method of breach of contract: if Party B fails to fulfill the repayment and guarantee obligations as agreed and pays the outstanding performance compensation to Party A in full on schedule, Shenzhen Longhua Notary Office of Guangdong Province can verify and confirm the fact of breach of contract through the agreed method (among which, sending letters is the main verification method and telephone contact is the auxiliary verification method), The correspondence address and contact information of Party A and Party B shall be subject to the contact information specified in this supplementary agreement. Party B promises that if there is any objection to the debt facts and amount in the above notice or service documents of Party A and the notary office, it will submit the objection in writing to Party A and Shenzhen Longhua Notary Office of Guangdong Province and serve the corresponding evidence within 5 working days from the date of the notice or the date of issuance of the document. Otherwise, it can be regarded as Party B’s acquiescence in Party A’s claim. In such cases, the notary office can confirm the amount of debt according to the certificate unilaterally provided by Party A.
3. If Party B replies and confirms the fact of Party B’s breach of contract and clearly expresses its willingness to actively cooperate in paying the outstanding performance compensation, Party A can give a performance period of 5 working days. If Party B fails to complete the performance within 5 working days, the performance period can be appropriately extended with the written consent of Party A. If Party B fails to reply or indicate in the reply that it is willing to actively perform the repayment obligations and guarantee obligations, or fails to complete the repayment obligations and guarantee obligations within the agreed period (including the extended period of performance with the written consent of Party A), Party A has the right to unilaterally apply to Shenzhen Longhua securities Office of Guangdong Province for issuing an enforcement certificate, Directly apply to the people’s court with jurisdiction for compulsory execution. 5、 In order to better perform this contract, Party A and Party B shall clarify the contact information.
Party A and Party B guarantee that the service address, contact person, contact number and e-mail specified in this supplementary agreement are true, accurate and effective. If the party changes the service address, contact person, contact number and e-mail, it shall notify the other party and Longhua notary office in Shenzhen, Guangdong Province in writing and obtain a written return. Otherwise, the original contact information is still deemed to be valid.
6、 Dispute resolution
This supplementary agreement shall be preferentially applicable to the compulsory notarization clause in Article 4 as the dispute resolution clause. Only when the people’s court decides not to execute the execution certificate issued by the notary office, or the notary office decides not to issue the execution Certificate in writing, either party shall bring a lawsuit to the people’s court where Party A is located and resolve the dispute through litigation procedures.
7、 This agreement is a supplementary document to the asset purchase agreement and the profit compensation agreement. In case of any difference between this supplementary agreement and the above two agreements, the provisions of this supplementary agreement shall prevail, and other contents of the above two agreements shall continue to be valid.
It is hereby announced.
Shenzhen Sdg Information Co.Ltd(000070) board of directors January 11, 2022
