Securities code: Funeng Oriental Equipment Technology Co.Ltd(300173) securities abbreviation: Funeng Oriental Equipment Technology Co.Ltd(300173) Announcement No.: 2022049
Funeng Oriental Equipment Technology Co.Ltd(300173)
About Dongguan chaoye precision equipment Co., Ltd. in 2021
Announcement on the implementation of performance commitments
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.
Funeng Oriental Equipment Technology Co.Ltd(300173) (formerly known as Songde smart equipment Co., Ltd., hereinafter referred to as “the company”) purchased super components (H.K.) Limited, Deng Chizhu, Xiamen Shaoxu intelligent equipment investment partnership (limited partnership), Xiamen Changhang investment partnership (limited partnership) by issuing shares and paying cash for assets Xiamen Huibang Trina equity investment fund partnership (limited partnership), Xiamen Zhaoyuan investment partnership (limited partnership), Xiamen Longyuan investment partnership (limited partnership) and Ningde Guanhong Investment Co., Ltd. jointly hold 88% equity of Dongguan chaoye precision equipment Co., Ltd. (hereinafter referred to as “chaoye precision”), In accordance with the relevant regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, the completion of chaoye precision’s performance commitment in 2021 is described as follows:
1、 Basic information
On April 2, 2020, the company received the reply on approving Songde smart equipment Co., Ltd. to issue shares to purchase assets and raise supporting funds from Chaoyuan Technology (Hong Kong) Co., Ltd. (zjxk (2020) No. 551) issued by China Securities Regulatory Commission, approved the purchase of assets and raise supporting funds by issuing shares, and approved that the supporting funds raised by the company’s non-public offering of shares should not exceed 400 million yuan. The transfer of the underlying assets has been completed in May 2020, the registration and issuance and listing of new shares corresponding to the purchased assets have been completed in June 2020, and the registration and issuance and listing of new shares corresponding to the raising of supporting funds have been completed in August 2020.
2、 Basic information of performance commitment
According to the agreement on issuing shares and paying cash to purchase assets of all shareholders of Songde smart equipment Co., Ltd. and Dongguan chaoye precision equipment Co., Ltd. signed by the company and the counterparty and its supplementary agreement, the agreement stipulates:
(I) performance commitment period and performance commitment
The transferor promises that the net profit of chaoye precision in 2019, 2020 and 2021 will be no less than 66 million yuan in 2019, 79 million yuan in 2020 and 95 million yuan in 2021 respectively.
If the transaction fails to be approved by the merger and reorganization committee of CSRC (including conditional and unconditional approval) before December 31, 2019, the performance commitment period will be postponed to 2019, 2020, 2021 and 2022. The committed net profit in 2019, 2020 and 2021 is consistent with the above, and the committed net profit in 2022 is not less than 107 million yuan. (hereinafter referred to as “committed net profit”). (II) compensation subject, method and procedure
1. Performance compensation subject
The compensation obligor is the original shareholder of chaoye precision. If the above performance commitments are not realized within the performance commitment period, the compensation obligor shall compensate the company in the following ways:
The compensation obligors shall bear the compensation liability according to the corresponding proportion of their respective equity shares sold by chaoye precision in the target assets of this transaction (that is, the compensation obligors’ respective equity shares sold by chaoye precision divided by their total income from selling 88% equity of chaoye precision). The proportion of compensation liability to be borne by the compensation obligor is: Chaoyuan Technology (Hong Kong) Co., Ltd. [25.50 / (100-12)] 100% = 28.98%
Xiamen Shaoxu intelligent equipment investment partnership (limited partnership): [20.24 / (100-12)] 100% = 23.00%
Deng Chizhu: [8.50 / (100-12)] 100% = 9.66%
Xiamen Longhang investment partnership (limited partnership): [9.20 / (100-12)] 100% = 10.46%
Ningde Guanhong Investment Co., Ltd. [8.00 / (100-12)] 100% = 9.09%
Xiamen Longyuan investment partnership (limited partnership): [7.36 / (100-12)] 100% = 8.36%
Xiamen Zhaoyuan investment partnership (limited partnership): [6.90 / (100-12)] 100% = 7.84%
Xiamen Huibang Trina equity investment fund partnership (limited partnership): [2.30 / (100-12)] 100% = 2.61%
2. Performance compensation method
Performance commitment and compensation shall be conducted in the form of current assessment and current compensation. In any fiscal year within the performance commitment period, if the audited net profit of chaoye precision in the current year is lower than the performance commitment target of the current year, the compensation obligor shall compensate the company for its performance and compensate with the company’s shares or cash obtained through this acquisition. The calculation formula of current compensation is:
(1) The amount of compensation payable in the current period = (performance commitment target of the current year – net profit of the current year) ÷ the sum of the promised net profits of each year within the performance commitment period × Transaction price of target assets – amount compensated in the current period.
(2) The number of shares to be compensated in the current period = the amount to be compensated in the current period ÷ the issuing price of the company’s shares in this transaction. 3. performance compensation procedure
(1) Within 10 trading days after the disclosure of the annual report of the current year, the company shall calculate the amount to be compensated in accordance with the agreement and notify the compensation obligor in writing. The compensation obligor may choose cash compensation and / or share compensation at its own discretion.
(2) If the compensation obligor chooses cash compensation, the compensation obligor shall, within 10 trading days after receiving the written notice of the company, pay the cash to be compensated in one time to the bank account designated by the company.
(3) If the compensation obligor chooses share compensation, the compensation obligor shall transfer the unsold shares of the company obtained due to this transaction to the company at the price of RMB 1 within 10 trading days after receiving the written notice of the company; The company shall cancel such shares acquired or give them to other shareholders of the company other than the compensation obligor in accordance with the proportion of the shares held by other shareholders registered on the equity registration date determined in the announcement on the implementation of the company’s gift of shares to the total number of shares of the company (deducting the number of shares held by the compensation obligor). If the compensation amount calculated according to the above method is still insufficient, the difference shall be compensated by the compensation obligor with its own or self raised cash. The compensation obligor shall pay the compensation cash to the bank account designated by the company in one time within 10 trading days after receiving the written notice of the company.
(4) If the compensation obligor chooses cash compensation and share compensation, the compensation obligor shall, within 10 trading days after receiving the written notice of the company, pay the cash to be compensated in one time to the bank account designated by the company, and transfer the company’s shares used for compensation excluding the above cash compensation to the company at a total price of RMB 1; The company shall cancel such shares acquired or give them to other shareholders of the company other than the compensation obligor in accordance with the proportion of the shares held by other shareholders registered on the equity registration date determined in the announcement on the implementation of the company’s gift of shares to the total number of shares of the company (deducting the number of shares held by the compensation obligor).
(5) When the compensation obligor chooses “cash compensation” or “cash compensation and share compensation” according to this agreement, if the compensation obligor fails to pay the company the full amount of cash that should be compensated within the above agreed period, the part of cash compensation that has not been compensated shall be deemed as the compensation obligor’s choice of share compensation.
4. Other matters related to performance compensation
(1) After soliciting the opinions of Chaoyuan Technology (Hong Kong) Co., Ltd. and Deng Chizhu, the company shall hire an accounting firm with securities and futures business qualification to issue a special audit report on the completion of performance commitments in each year within the performance commitment period. The difference between the net profit of the current year and the net profit promised in the current year shall be determined according to the special audit results of the special audit report.
(2) The amount of performance commitment compensation is limited to the transaction consideration (including shares converted into shares or given shares) obtained by the compensation obligor (these entities jointly hold 100% equity of chaoye precision) in this exchange. In the case of annual compensation, if the compensation amount calculated in each year is less than zero, it shall be taken as zero.
(3) The proportion of the compensation amount borne by the compensation obligors is the corresponding proportion of the equity shares sold by the compensation obligors in the target assets of this transaction, and the compensation obligors are not jointly and severally liable for the compensation obligations under this agreement.
(4) During the performance commitment period, if the compensation obligor fails to fulfill the performance commitment of the current year due to the following reasons of the company, it shall be deemed that the compensation obligor has fulfilled the performance commitment of the current year, and there is no need to make any compensation to the company for the unfulfilled performance commitment of the current year:
① The company and its related parties (except chaoye precision) borrow and misappropriate chaoye precision funds without authorization in violation of laws and regulations or the articles of association of chaoye precision, resulting in that chaoye precision does not have sufficient funds to normally carry out production, purchase payment and other production and business activities;
② The company and its related parties (except chaoye precision) involved in major litigation or its property and bank account were sealed up and frozen due to their own liabilities, guarantees and other matters unrelated to chaoye precision, resulting in the failure of chaoye precision to carry out normal production and operation activities;
③ The company violated the laws and regulations or the articles of association of chaoye precision and seriously interfered with the daily operation and management of chaoye precision, resulting in the failure of chaoye precision to carry out normal production and operation activities.
(5) Except for the circumstances agreed in the agreement on issuing shares and paying cash to purchase assets, the compensation obligor will no longer bear any liability or obligation of compensation or compensation to the company for any circumstances not agreed in the agreement (including but not limited to impairment test, goodwill impairment test, etc.), The company shall not require the compensation obligor to bear any liability or obligation of compensation or compensation for any situation not agreed in the agreement (including but not limited to impairment test, goodwill impairment test, etc.).
3、 Implementation of ultra precision performance commitments
According to the audit of Guangdong chenganxin Certified Public Accountants (special general partnership), the achievement of chaoye precision’s performance commitment in 2021 is as follows:
Unit: RMB 10000
Project name committed quantity actual quantity difference completion rate
Commitment belongs to the parent company
95 Shenzhen Ecobeauty Co.Ltd(000010) 02556 525.56 105.53%
Net profit of owners of the company
Total 95 Shenzhen Ecobeauty Co.Ltd(000010) 02556 525.56 105.53%
Note: the actual amount is the audited net profit of Dongguan chaoye precision equipment Co., Ltd. of 98.022 million yuan, excluding the excess reward amount of 2.6278 million yuan and the deferred income tax expense affected by the excess reward amount of -394200 yuan, the difference amount = actual amount – commitment amount, and the completion rate = actual amount / commitment amount
As of December 31, 2021, the performance commitment of chaoye precision in 2021 has been realized, and the performance commitment of subsequent years will continue to be fulfilled.
4、 Description of other matters
According to relevant regulations, the company has disclosed the special audit report of Guangdong chenganxin Certified Public Accountants (special general partnership) on the achievement of performance commitments of Dongguan chaoye precision equipment Co., Ltd. on April 23, 2022. See the relevant announcement of cninfo for details.
In order to protect the interests of the company and all shareholders of the company, especially the minority shareholders, the company will continue to pay attention to the future operation of chaoye precision.
It is hereby announced.
Funeng Oriental Equipment Technology Co.Ltd(300173) board of directors April 23, 2022
