Securities code: Funeng Oriental Equipment Technology Co.Ltd(300173) securities abbreviation: Funeng Oriental Equipment Technology Co.Ltd(300173) Announcement No.: 2022050 Funeng Oriental Equipment Technology Co.Ltd(300173)
About Guangdong Funeng big data Industrial Park Construction Co., Ltd
Announcement on the implementation of performance commitments 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.
Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as “the company”) purchases 100% of the equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. (hereinafter referred to as “Funeng big data”) jointly held by Foshan Power Construction Group Co., Ltd. (hereinafter referred to as “Power Construction Group”) and Guangzhou Fengyun information Technology Co., Ltd. (hereinafter referred to as “Guangzhou Fengyun”) by paying cash for assets. According to relevant regulations, the performance commitment of Funeng big data in 2021 is described as follows:
1、 Basic information
The company held the first extraordinary general meeting of shareholders in 2021 on January 15, 2021, deliberated and approved the proposal on cash acquisition of 100% equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. and signed the equity transfer agreement and related party transactions, and agreed that the company would purchase 100% equity of Funeng big data at the price of 68.524 million yuan in cash. On January 26, 2021, the company completed the industrial and commercial change registration procedures for equity transfer and obtained the business license renewed by Foshan market supervision administration.
2、 Basic information of performance commitment
According to the equity transfer agreement signed by the company with power construction group and Guangzhou Fengyun, the agreement stipulates that power construction group and Guangzhou Fengyun promise that the audited net profit realized by Funeng big data in 2021, 2022 and 2023 is not less than 5 million yuan in 2021, 7 million yuan in 2022 and 9 million yuan in 2023.
If the performance commitment is not achieved within the performance commitment period, power construction group and Guangzhou Fengyun promise to agree to compensate in cash according to the consideration of this transaction, and bear the compensation responsibility according to the corresponding proportion of the equity share of Funeng big data transferred by them in the target assets of this transaction, that is, power construction group will bear 70% of the compensation amount and Guangzhou Fengyun will bear 30% of the compensation amount.
If, at the expiration of the performance commitment period, the accumulated net profit realized by Funeng big data during the performance commitment period is lower than the accumulated committed net profit during the performance commitment period, the transaction counterparty will pay compensation to Funeng Oriental Equipment Technology Co.Ltd(300173) the company. The amount to be compensated is calculated as follows: the amount to be compensated = (the total net profit of Funeng big data promised in each year during the performance commitment period – the cumulative net profit realized at the end of the performance commitment period) ÷ the total net profit of Funeng big data promised in each year during the performance commitment period (i.e. 21 million yuan) the transaction price of the target assets sold by the counterparty. 3、 Achievement of performance commitments
According to the audit of Guangdong chenganxin Certified Public Accountants (special general partnership), the achievement of the performance commitment of Funeng big data in 2021 is as follows:
Unit: RMB 10000
Project name committed quantity actual quantity difference completion rate
Net profit 500.00 255.72 -244.28 51.14% total 500.00 255.72 -244.28 51.14%
Note: variance = actual number – committed number, completion rate = actual number / committed number
As of December 31, 2021, the performance commitment of Funeng big data in 2021 has not been completed. Since the performance commitment compensation of Funeng big data adopts the cumulative calculation method within the commitment period, the commitment party does not need to compensate the outstanding performance in 2021. The company will continue to pay attention to the performance completion of Funeng big data in the future. 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 Guangdong Funeng big data Industrial Park Construction 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 Funeng big data.
It is hereby announced.
Funeng Oriental Equipment Technology Co.Ltd(300173) board of directors April 23, 2022
