Securities code: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022025 convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
About Dongguan Sixiang insulating material Co., Ltd
Special instructions on the achievement of performance commitments and excess performance awards in 2021
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.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors respectively on April 20, 2022, and deliberated and adopted the proposal on special instructions on the realization of performance commitments and excess performance rewards of Dongguan Sixiang insulation material Co., Ltd. in 2021. The specific contents are hereby announced as follows:
1、 Basic information
The company held the 15th meeting of the third board of directors on September 29, 2019, deliberated and approved the proposal on the company’s purchase of 51% equity of Dongguan Sixiang insulation material Co., Ltd. and signing relevant asset purchase agreements with counterparties, and the independent directors issued their agreed independent opinions.
The company plans to sign the asset purchase agreement and the compensation agreement for asset purchase agreement with natural persons Yan Ruohong, Dai zhite, Ma Wenbin and Wang Shigang on the acquisition of 51% equity of Dongguan Sixiang insulation material Co., Ltd. (hereinafter referred to as “Dongguan Sixiang” and “subject assets”). The company acquired 51% equity of Dongguan Sixiang in cash at a transaction price of 204million yuan.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. On October 17, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on the company’s purchase of 51% equity of Dongguan Sixiang insulation material Co., Ltd. and signing relevant asset purchase agreements with counterparties.
2、 Performance commitment of underlying assets
1. Performance commitments
On October 18, 2019, the listed company signed the asset purchase agreement with the counterparties of yanruohong, Dai zhite, mawenbin and wangshigang. On October 18, 2019, the listed company and the performance compensation commitment party signed the compensation agreement of asset purchase agreement with conditional effect.
The performance compensation commitment parties of this transaction are Yan Ruohong, Dai zhite, Ma Wenbin and Wang Shigang.
The commitment period of the performance commitment of this transaction is 2019, 2020 and 2021. The performance compensation commitment promises to the listed company:
During the performance commitment period, the net profit after tax attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated financial statements audited by an accounting firm qualified for securities and futures business hired by the listed company shall not be less than the following commitments:
Unit: 10000 yuan
Total of the project in 2019, 2020 and 2021
Committed net profit 320 Zhang Jia Jie Tourism Group Co.Ltd(000430) 00052 Csg Holding Co.Ltd(000012) 70000
The above committed net profit and realized net profit shall deduct the capital cost corresponding to various capital expenditures provided by the listed company to Dongguan Sixiang (the interest calculated according to the interest rate agreed by both parties from the date of actual arrival of such support funds). The above capital cost shall take into account the deduction factor of enterprise income tax.
2. Performance compensation scheme
(1) Profit compensation method
According to the asset purchase agreement, if in any year of the performance commitment period, Dongguan Sixiang’s non net profit attributable to the shareholders of the parent company audited by an accounting firm with securities business qualification hired by the listed company does not reach the commitment amount, Then the performance compensation party promises to compensate the listed company: the listed company can choose to require the performance compensation party to compensate by paying cash or holding the equity of Dongguan Sixiang. The profit indemnifying party will pay the listed company the amount of cash to be compensated each year according to the following formula or transfer it to the listed company free of charge within 30 working days after the accountant issues the special audit report, and calculate the amount of equity to be compensated each year according to the following formula:
Amount of compensation cash = (the cumulative deduction of non net profit forecast by the end of any fiscal year in the profit compensation period – the cumulative actual deduction of non net profit by the end of this fiscal year) ÷ the sum of the deduction of non net profit forecast by each fiscal year in the profit compensation period × Transaction price of Dongguan Sixiang in this transaction – amount of compensated cash.
Number of compensation equity = number of equity transferred in this transaction × [[cumulative non net profit deduction forecast by the end of any fiscal year in the profit compensation period – cumulative actual non net profit deduction by the end of this fiscal year) ÷ total non net profit deduction forecast by each fiscal year in the profit compensation period] ÷ [1 – cumulative non net profit deduction forecast by the end of any fiscal year in the profit compensation period – cumulative actual non net profit deduction by the end of this fiscal year) ÷ total non net profit deduction forecast by each fiscal year in the profit compensation period]] – number of compensated equity.
If compensation is made in the form of equity, the performance compensation party shall timely sign all necessary legal documents in accordance with the requirements of the listed company, and cooperate in handling all necessary equity change procedures. If the government departments such as industry and Commerce require the equity to change the agreed transfer price. The two parties shall sign a separate agreement for handling the relevant procedures such as equity change, but the listed company does not need to actually pay the transfer price.
The amount of cash or equity that should be compensated is calculated every year. If the calculation result is less than or equal to 0, it is taken as 0, that is, the amount of cash or equity that has been compensated is not reversed. The part of non net profit commitment deducted beyond the performance compensation period shall be implemented in accordance with the performance reward agreement.
During the performance commitment period, if the proportion of the non net profit actually deducted by Dongguan Sixiang attributable to the shareholders of the parent company in the current performance commitment profit is between 95% (including the amount) and 100% (excluding the amount), the performance compensation commitment party shall be exempted from the performance compensation obligation.
(2) Assessment and compensation of accounts receivable collection
The listed company will assess the subsequent recovery of accounts receivable at the end of Dongguan Sixiang’s performance commitment period. The assessment base = Dongguan Sixiang’s audited book amount of accounts receivable as of December 31, 2021 (book amount of accounts receivable = book balance of accounts receivable – provision for bad debts of accounts receivable, the same below) 95%.
If Dongguan Sixiang still fails to fully recover the book amount of the above accounts receivable as of December 31, 2021 on December 31, 2023, the performance compensation party shall pay compensation to the listed company for the balance that cannot be recovered. The compensation amount is as follows:
Compensation amount = book value of Dongguan Sixiang’s audited accounts receivable as of December 31, 2021 95% – actual recovery amount of Dongguan Sixiang’s aforesaid accounts receivable as of December 31, 2023.
When the compensation amount is less than or equal to 0, no compensation is required. When the compensation amount is greater than 0, the performance compensation party shall pay compensation to the company within 10 working days after the accounting firm with securities and futures related business qualification hired by the listed company issues special verification opinions on the recovery of the above accounts receivable.
(3) Impairment test
Within four months after the expiration of the performance commitment period, the listed company shall apply for an accounting firm with securities and futures business qualification to conduct impairment test on the underlying assets. After the impairment test, if the ending impairment amount of the underlying asset is greater than the amount corresponding to the compensated cash and / or equity within the compensation period, the performance compensation party shall make additional compensation, and the additional amount to be compensated is as follows:
Additional amount to be compensated = ending impairment amount of the underlying asset – the amount corresponding to the compensated cash and / or equity within the compensation period.
The impairment amount shall be deducted from the impact of capital increase, capital reduction, gift acceptance and profit distribution of the shareholders of the underlying assets during the compensation period.
3. Reward for excess performance
According to the asset purchase agreement, after the expiration of the performance commitment period, if the total net profit actually realized in the performance commitment period is higher than the total net profit promised in the commitment period, 50% of the difference attributable to the listed company will be paid by Dongguan Sixiang to the management of Dongguan Sixiang as reward consideration. The scope, distribution plan and distribution time of the personnel receiving the reward consideration shall be deliberated and approved by the board of directors and the shareholders’ meeting of Dongguan Sixiang.
Within 30 working days after the issuance of the annual audit report of the last year of Dongguan Sixiang’s commitment period, Dongguan Sixiang decision-making organization shall be convened to make a decision, and Dongguan Sixiang will pay in cash at one time. 3、 Achievement of performance commitments
According to the audit report of Dongguan Sixiang for 2019, 2020 and 2021 issued by Lixin Certified Public Accountants (special general partnership) (Report No.: xksbz [2020] No. zc10213, xhui
Shi Bao Zi [2021] No. zc10152, Xin Hui Shi Bao Zi [2022] No. zc10181), Dongguan Sixiang’s performance commitments for 2019, 2020 and 2021 are as follows:
Unit: 10000 yuan
The net profit of the project after deducting non recurring profits and losses in 2021, 2020 and 2019 is 752938, 444829 and 366434 plus: the net profit affected by excess performance reward is 802.43
Less: after tax capital cost of supporting Dongguan Sixiang: 35.21 4.39 2.76 net profit of performance commitment caliber: 829660444390366158 performance commitment amount: 52000043 Shenzhen Sed Industry Co.Ltd(000032) 0000 commitment completion rate: 159.55% 103.35% 114.42%
Dongguan Sixiang’s net profit from 2019 to 2021 performance commitments was 366158 million yuan, 44.439 million yuan and 82.966 million yuan respectively, totaling 1640208 million yuan. The amount exceeding the total cumulative performance commitments was 370208 million yuan, and the completion rate of performance commitments was 129.15%. Dongguan Sixiang exceeded its performance commitment. 4、 Reward for excess performance
According to the asset purchase agreement, the agreed amount of Cumulative Performance commitment from 2019 to 2021 is 127 million yuan, so 50% of the 370208 million yuan in excess of 127 million yuan in the cumulative amount of net profit from 2019 to 2021 will be paid by Dongguan Sixiang to Dongguan Sixiang’s management as reward consideration. Therefore, Dongguan Sixiang accrued 9.4403 million yuan of performance reward, which was included in the current cost, but the impact of this factor was deducted when calculating the actual performance of the commitment.
5、 Documents for future reference
1. 2021 annual audit report of Dongguan Sixiang insulating material Co., Ltd.
It is hereby announced.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors April 21, 2022
