Stock Code: Xinjiang Korla Pear Co.Ltd(600506) stock abbreviation: ST Xiangli Announcement No.: Lin 202220 Xinjiang Korla Pear Co.Ltd(600506)
About unified Petrochemical Co., Ltd. in 2021
Description of achievement of performance commitments
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, Xinjiang Korla Pear Co.Ltd(600506) (hereinafter referred to as the “company”) has prepared the description on the realization of performance commitments of unified Petrochemical Co., Ltd. in 2021.
1、 Basic information of major asset restructuring
In November 2021, Xinjiang Korla Pear Co.Ltd(600506) , Shanghai xilico Industrial Development Co., Ltd. (hereinafter referred to as “Shanghai xilico”) and tedden Investment Holding Co., Ltd. (hereinafter referred to as “tedden”), Weining Trading Co., Ltd. (hereinafter referred to as “Weining”), Horst Group Holdings Co., Ltd. (hereinafter referred to as “Horst group”), tedden Asia Holdings Co., Ltd. (hereinafter referred to as “tedden guarantee”), Huo Zhenxiang, Huo Yuqin Tan Xiuhua and Huo Jianmin signed the compensation agreement for major asset purchase and profit forecast. The agreement stipulates that Shanghai xilico plans to purchase 922119%, 5.0405% and 2.7476% of the equity of unified Petrochemical Co., Ltd. (hereinafter referred to as “unified petrochemical”) held by teden, Weining and Huo group in cash; At the same time, the company acquired 25.00% equity of unified (Shaanxi) Petrochemical Co., Ltd. (hereinafter referred to as “Xianyang unified”) and 25.00% equity of unified (Wuxi unified) Petroleum Products Co., Ltd. (hereinafter referred to as “Wuxi unified”) from Weining by paying cash. After the completion of this reorganization, the company obtained 100% equity of unified petrochemical, Shaanxi unified and Wuxi unified through Shanghai xilico. The overall price of this reorganization is 1398 million yuan. 2、 Performance commitment of acquired assets
According to the compensation agreement on major asset purchase and profit forecast signed by the company and Shanghai xilico with tedden, Weining, Huo’s group, Huo Zhenxiang, Huo Yuqin, Tan Xiuhua and Huo Jianmin, the former shareholders of unified petrochemical tedden, Weining, Huo’s group, Huo Zhenxiang, Huo Yuqin, Tan Xiuhua and Huo Jianmin promise to unify petrochemical in 2021, 2022 The EBITDA of the simulated consolidated financial statements realized in 2023 (assuming that unified Petrochemical will merge the two companies according to the 100% proportion of Wuxi unified and Xianyang unified actually controlled by Shanghai xilico) is no less than RMB 1405151 million, RMB 2132838 million and RMB 2449478 million, with a total of RMB 5987467 million.
Among them, EBITDA refers to the sum of the total profit after deducting the non recurring profit and loss and adding back the impairment loss (if any) of the individual goodwill of uni president petrochemical. The non recurring profit and loss shall be determined in accordance with the relevant laws and regulations issued by the CSRC, such as the explanatory notice on information disclosure of companies offering securities to the public No. 1 – non recurring profit and loss (2008).
According to the agreement on compensation for major asset purchase and profit forecast, when calculating the actual performance of unified petrochemical in 2021, the agreed financial consultant fee for this major asset purchase should be excluded, that is, the financial consultant fee should be added back.
If the target company has the following circumstances in the performance commitment year, the Seller shall compensate Shanghai xilico in the manner agreed in the agreement in each performance commitment year. The calculation formula of the current compensation amount (“performance commitment compensation amount”) of each performance commitment year is as follows:
1. If the actual performance of the target company in 2021 is less than 85% of the promised performance of the current year, the compensation amount of the seller’s 2021 performance commitment = the promised performance of the target company in 2021 – the actual performance of the target company in 2021 – the paid transition period loss agreed in the agreement (if any)
2. If the actual performance of the target company in 2022 is less than 85% of the promised performance of the current year, the compensation amount of the seller’s performance commitment in 2022 = the promised performance of the target company in 2022 – the actual performance of the target company in 2022 Xinjiang Korla Pear Co.Ltd(600506) major asset purchase report (Draft) (Revised Version) 23 3. If the cumulative actual performance of the target company in the performance commitment year is less than the cumulative committed performance of the above three performance commitment years, Then the total performance commitment compensation amount of the seller in 2023 = (the cumulative commitment performance of the target company from 2021 to 2023 – the cumulative actual performance of the target company from 2021 to 2023) – the cumulative performance commitment compensation amount compensated by the seller at that time.
3、 Achievement of acquired assets
The audited EBITDA of unified petrochemical in 2021 was 118015 million yuan, and the actual performance after adding back the financial consultant fee of 263774 million yuan for this major asset purchase was 1443788 million yuan, exceeding the commitment of 1405151 million yuan, and completing 102.75% of the performance commitment of this year.
It is hereby announced.
Xinjiang Korla Pear Co.Ltd(600506) board of directors
April 19, 2002
