Securities code: China National Complete Plant Import And Export Co.Ltd(000151) securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 202225
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 China National Complete Plant Import And Export Co.Ltd(000151) about major asset restructuring
Announcement on the implementation of performance commitments in 2021
China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “the company”) on 2021
In December, the acquisition of 30% equity of tialoc Singapore PTE. Ltd. (Chinese Name: Singapore Yade Co., Ltd., hereinafter referred to as “Yade company”) was completed. The company hired zhongxinghua Certified Public Accountants (special general partnership) to conduct a special audit on the achievement of performance commitments in 2021 for this major asset restructuring. The performance commitment of China complete equipment import and Export Group (Hong Kong) Co., Ltd. (hereinafter referred to as “Zhongcheng Hong Kong”) is hereby announced as follows:
1、 Basic information of major asset restructuring
On December 9, 2021, the fourth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on this major asset purchase and related party transactions and other relevant proposals. Through its wholly-owned subsidiary Yucheng International Investment Co., Ltd. (hereinafter referred to as “Yucheng international”), the company purchased 30% of the shares of Yade company held by Zhongcheng Hong Kong with cash of RMB 378.9 million. After the completion of this share transfer, Zhongcheng Hong Kong will entrust its remaining 21% shares of Yade company and the voting rights corresponding to the shares of Yade company held in the future to Yucheng international free of charge, exclusively and irrevocably.
2、 Performance commitments involved in major asset restructuring
On November 18, 2021, the company signed the performance compensation agreement with Zhongcheng Hong Kong. The performance commitment period of this major asset restructuring is 2021, 2022 and 2023. Zhongcheng Hong Kong, the performance commitment Party of this transaction, promises that the audited net profit attributable to the parent company after deducting non recurring profits and losses realized by Yade company in 2021, 2022 and 2023 will not be less than 62.213 million yuan, 819594 million yuan and 921534 million yuan respectively.
3、 Performance commitment compensation arrangement
According to the measures for the administration of major asset restructuring of listed companies and the performance compensation agreement, the company shall separately disclose the actual net profit realized by Yade after deducting non recurring profits and losses at the end of the current year and the difference between the actual net profit and the committed net profit of the current year in the corresponding annual report of each year within the performance commitment period, and the accounting firm shall conduct a special audit on the difference and issue a special audit opinion. The realized net profit corresponding to the above special audit opinions shall be used as the basis for determining whether Zhongcheng Hong Kong needs to bear the compensation obligation.
According to the special audit opinions issued by the accounting firm, during the performance commitment period, if the accumulated net profit realized by Yade company at the end of any accounting year does not reach the accumulated committed net profit, Zhongcheng Hong Kong will make cash compensation to the company or Yucheng international. The specific amount of compensation payable by Zhongcheng Hong Kong in that year is calculated and determined according to the following formula:
Current compensation amount of performance commitment = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total cumulative committed net profit of each year during the performance commitment period × Transaction price of the underlying asset – accumulated compensated amount of Zhongcheng Hong Kong.
If the current compensation amount calculated according to the above formula is less than or equal to 0, it is taken as 0, that is, Zhongcheng Hong Kong does not need to compensate cash to the company and Yucheng international, but the cash compensated by Zhongcheng Hong Kong is not reversed.
The company or Yucheng International shall notify Zhongcheng Hong Kong in writing within 5 working days after the disclosure of the special audit opinions, and Zhongcheng Hong Kong shall make cash compensation according to the performance compensation agreement within 20 working days from the date of receiving the written notice. 4、 Achievement of performance commitments
Unit: 10000 yuan
Number of commitments and completion rate
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss 622130762193 122.51%
According to the audit report on the implementation of China National Complete Plant Import And Export Co.Ltd(000151) major asset restructuring performance commitment issued by zhongxinghua Certified Public Accountants (special general partnership), the realized amount of net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses of Yade company in 2021 is higher than the performance commitment, and the performance commitment of Zhongcheng Hong Kong to Yade company in 2021 has been realized.
China National Complete Plant Import And Export Co.Ltd(000151) board of directors April 23, 2002
