Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022023 bond Code: 123116 bond abbreviation: Wanxing convertible bond
Wondershare Technology Group Co.Ltd(300624)
About Hangzhou Gexiang Technology Co., Ltd
Description of performance commitments in 2021
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company” or ” Wondershare Technology Group Co.Ltd(300624) “) completed the acquisition of the controlling interest of Hangzhou Gexiang Technology Co., Ltd. (hereinafter referred to as “Hangzhou Gexiang”) in June 2021. Now the completion of performance commitments in 2021 is described as follows:
1、 Basic information
The company held the 27th meeting of the third board of directors on June 4, 2021, deliberated and approved the proposal on cash acquisition of 72.44% equity of Hangzhou Gexiang Technology Co., Ltd., and agreed to use self raised funds of RMB 213698000 to acquire Mingrui (Lishui) business management partnership (limited partnership), Nanning image information technology partnership (limited partnership) Shanghai Gexiang enterprise management partnership (limited partnership) holds 72.44% equity of Hangzhou Gexiang Technology Co., Ltd. (hereinafter referred to as “Gexiang technology”). On June 7, the company signed the equity acquisition agreement of Wondershare Technology Group Co.Ltd(300624) and Mingrui (Lishui) business management partnership (limited partnership), Nanning image information technology partnership (limited partnership) and Shanghai image enterprise management partnership (limited partnership) on Hangzhou Image Technology Co., Ltd. (hereinafter referred to as “equity acquisition agreement”) with the counterparty. For details, please refer to the company’s website at http://www.cn.info.com.cn Relevant announcements disclosed on.
2、 Performance commitment and compensation clause
1. According to the equity acquisition agreement, the performance commitment party promises that the total net profit of the target company after deducting non operating profits and losses during the performance commitment period shall not be less than 108 million yuan (in words: one hundred and eight million yuan only), of which the net profit realized in each year is as follows:
(1) The net profit realized in 2021 shall not be less than 18 million yuan (in words: 18 million yuan only); (2) The total net profit realized in 2021 and 2022 shall not be less than 56 million yuan (in words: fifty million yuan)
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022023
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
Six million yuan only);
(3) The total net profit realized in 2021, 2022 and 2023 shall not be less than 108 million yuan (in words: one hundred and eight million yuan only).
2. If the net profit after deducting non operating profit and loss actually realized during the performance commitment period does not reach the commitment amount in this article, the company will be compensated in the following ways:
(1) If the net profit actually realized in 2021 does not reach 85% of the commitment amount in Item 1 of paragraph 1 of this article, performance compensation shall be made in cash, and the compensation amount in the current period = transaction consideration × (net profit promised in 2021 – net profit actually realized in 2021) ÷ 108 million yuan;
If the net profit actually realized in 2021 does not reach 50% of the commitment amount in Item 1 of paragraph 1 of this article, additional compensation shall be made in cash, and the amount of additional compensation = transaction consideration × (net profit promised in 2021 – net profit actually realized in 2021) ÷ 108 million yuan, and the additional compensation amount shall not be included in the cumulative compensation amount. (2) If the total accumulated net profit actually realized in 2021 and 2022 does not reach 85% of RMB 56 million, performance compensation shall be made in cash, and the amount to be compensated in the current period = transaction consideration × (56 million yuan – total accumulated net profits actually realized in 2021 and 2022) ÷ 108 million yuan – accumulated compensated amount;
If the total accumulated net profit actually realized in 2021 and 2022 does not reach 50% of 56 million yuan, additional compensation shall be made in cash, and the amount of additional compensation = transaction consideration × (56million yuan – total accumulated net profits actually realized in 2021 and 2022) ÷ 108million yuan – accumulated compensated amount, and the additional amount to be compensated is not included in the accumulated compensated amount.
(3) If the total net profit actually realized during the performance commitment period does not reach 108 million, the amount to be compensated in the current period = transaction consideration × (108 million yuan – total accumulated net profit actually realized during the performance commitment period) ÷ 108 million yuan – accumulated compensated amount;
If the total net profit actually realized during the performance commitment period does not reach 50% of 108 million, additional compensation shall be made in cash, and the amount of additional compensation = transaction consideration × (108 million yuan – total accumulated net profit actually realized during the performance commitment period) ÷ 108 million yuan – accumulated compensated amount, and the additional amount to be compensated is not included in the accumulated compensated amount.
3. The parties agree that the performance compensation that has been performed is irrevocable.
4. In the first two years of the performance commitment period of Hangzhou Gexiang, if the performance commitment party needs to pay performance compensation according to the provisions of this agreement, the performance commitment party shall pay the current compensation to Wondershare Technology Group Co.Ltd(300624) within 10 working days from the date of receiving Wondershare Technology Group Co.Ltd(300624) ‘s written request for performance compensation.
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022023
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
5. In the last year of the performance commitment period, if the performance commitment party needs to pay performance compensation according to the provisions of this agreement, Wondershare Technology Group Co.Ltd(300624) will deduct the compensation payable by the performance commitment party from the transaction price of phase V and pay the remaining part to the equity transferor. If the amount of compensation payable by the performance commitment party in the last year of the performance commitment period exceeds the transaction price of the fifth period, the performance commitment party shall compensate Wondershare Technology Group Co.Ltd(300624) according to the actual difference, and the performance commitment party shall pay the difference to Wondershare Technology Group Co.Ltd(300624) within 10 working days from the date of receiving Wondershare Technology Group Co.Ltd(300624) the written request for compensation difference.
6. All parties agree that during the performance commitment period, if the net profit actually realized by Hangzhou Gexiang at the end of the period after deducting non operating profits and losses exceeds 108 million yuan, 50% of the excess shall be used as the performance reward of the performance commitment party, and the total amount of the above performance reward shall not exceed 5.00% of the transaction consideration. The reward scheme and method shall be determined by the board of directors of Hangzhou Gexiang in accordance with this article Wondershare Technology Group Co.Ltd(300624) shall, within 10 working days after the announcement of its 2023 annual report, urge Party C to pay the reward and withhold and remit various taxes on this part of the reward according to law.
3、 Achievement of performance commitments
According to the audit report of Hangzhou Gexiang Technology Co., Ltd. (dhsz [2022] No. 007418) issued by Dahua Certified Public Accountants (special general partnership), the audited net profit of Hangzhou Gexiang in 2021 after deducting non recurring profits and losses was 287639 million yuan, exceeding the promised 18 million yuan, and the predicted performance commitment of this year was completed. Therefore, the net profit of Hangzhou Gexiang after deducting non recurring profits and losses in 2021 reached the performance commitment. It is hereby announced.
Wondershare Technology Group Co.Ltd(300624) board of directors
April 23, 2022
