Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022022 bond Code: 123116 bond abbreviation: Wanxing convertible bond
Wondershare Technology Group Co.Ltd(300624)
About Shenzhen Yitu Software 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 Shenzhen Yitu Software Co., Ltd. (hereinafter referred to as “Shenzhen Yitu”) in May 2019. Now the completion of Shenzhen Yitu’s 2021 performance commitment is described as follows:
1、 Basic information
On May 27, 2019, the company held the fourth meeting of the third board of directors, deliberated and approved the proposal on cash acquisition of 51% equity of Shenzhen Yitu Software Co., Ltd., and agreed that the company would use self raised funds of RMB 127.5 million to acquire 51% equity of Shenzhen Yitu Software Co., Ltd. (hereinafter referred to as “Shenzhen Yitu”) held by Ganzhou Yitu investment consulting partnership (limited partnership), And signed the equity acquisition agreement between Wondershare Technology Group Co.Ltd(300624) Co., Ltd. and Wang Xiaobing, Huang Yong, Liu Cailian, Zheng liming, Ganzhou Yitu investment consulting partnership (limited partnership) and Ganzhou Siwei investment consulting partnership (limited partnership) on Shenzhen Yitu Software Co., Ltd. (hereinafter referred to as the “equity acquisition agreement”) The supplementary agreement of Wondershare Technology Group Co.Ltd(300624) on the equity acquisition agreement of Shenzhen Yitu Software Co., Ltd. (hereinafter referred to as the “supplementary agreement”), for details, see the company’s cninfo.com.cn Relevant announcements disclosed on.
2、 Performance commitment and compensation clause
1. According to the equity acquisition agreement and the supplementary agreement, the performance commitment parties Wang Xiaobing, Huang Yong, Liu Cailian and Zheng Liming promise that the total net profit of the target company after deducting non operating profit and loss during the performance commitment period shall not be less than 63 million yuan (in words: sixty-three million yuan only), that is, the net profit after deducting non operating profit and loss in 2019, 2020 and 2021 shall not be less than 18 million yuan, 21 million yuan 24 million yuan.
2. During the performance commitment period, the net profit actually realized after deducting non operating profits and losses does not meet the commitments of this article
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022022
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
The company will be compensated according to the following methods:
(1) The net profit actually realized in 2019 after deducting non operating profits and losses does not reach 85% of the commitment amount in Item 1 of paragraph 1 of this article. Party B shall make performance compensation in cash, and the amount to be compensated = transaction consideration × (18 million yuan – net profit actually realized in 2019 after deducting non operating profits and losses) ÷ 63 million yuan; (2) If the total net profit actually realized in 2019 and 2020 after deducting non operating profits and losses does not reach 85% of RMB 39 million, the amount to be compensated in 2020 = transaction consideration × (39 million yuan – net profit after deducting non operating profit and loss accumulated and actually realized in 2019 and 2020) ÷ 63 million yuan – accumulated compensated amount;
(3) If the total net profit actually realized during the performance commitment period after deducting non operating profits and losses does not reach 63 million, the amount to be compensated in 2021 = transaction consideration × (63 million yuan – net profit after deducting non operating profits and losses accumulated and actually realized during the performance commitment period) ÷ 63 million yuan – accumulated compensated amount.
3. The parties agree that no matter whether the performance commitment party needs to make compensation in the current period according to the relevant provisions of this article, the performance compensation that has been implemented before is irrevocable.
4. In the first two years of Shenzhen Yitu’s performance commitment period, 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.
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 current compensation payable by Party B from the sixth transaction price 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 sixth transaction price, the sixth transaction price Wondershare Technology Group Co.Ltd(300624) will not be paid, and the performance commitment party shall also compensate Wondershare Technology Group Co.Ltd(300624) according to the difference between the amount of compensation payable and the sixth transaction price, 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 for the difference.
6. All parties agree that during the performance commitment period, if the net profit actually realized by Shenzhen Yitu at the end of the period after deducting non operating profits and losses exceeds 63 million yuan, 50% of the excess will be paid to Wang Xiaobing and Huang Yong as a reward, but the total amount of the reward will not exceed 5% of the transaction consideration, and the reward will be paid together with the transaction price of the sixth phase Huang Yong agreed that Wondershare Technology Group Co.Ltd(300624) legally withhold and pay individual income tax for this part of the reward. 3、 Achievement of performance commitments
According to Shenzhen Yitu Software Co., Ltd. issued by Dahua Certified Public Accountants (special general partnership)
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022022 bond Code: 123116 bond abbreviation: Wanxing convertible bond
According to the audit report dahuashen Zi [2022] No. 007415, the audited net profit of Shenzhen Yitu in 2021 after deducting non recurring profits and losses was 387181 million yuan, exceeding the promised 24 million yuan, and fulfilling the predicted performance commitment of this year. Therefore, in 2021, the net profit of Shenzhen Yitu after deducting non recurring profits and losses reached the performance commitment.
It is hereby announced.
Wondershare Technology Group Co.Ltd(300624) board of directors
April 23, 2022
