Securities code: Sansheng Intellectual Education Technology Co.Ltd(300282) securities abbreviation: Sansheng Intellectual Education Technology Co.Ltd(300282) Announcement No.: 2022019
Sansheng Intellectual Education Technology Co.Ltd(300282)
Performance commitment of Beijing zhongyubeira International Education Technology Co., Ltd. in 2021
Announcement of completion
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.
In order to effectively safeguard the rights and interests of the majority of shareholders and ensure and promote the realization of the business objectives of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”), according to the requirements of relevant laws and regulations, the company held the sixth meeting of the Fifth Board of directors on April 27, 2022 The fourth meeting of the 5th board of supervisors deliberated and adopted the proposal on the completion of performance commitments and implementation of performance commitment extension provisions of Beijing zhongyubeira International Education Technology Co., Ltd. in 2021 respectively, and reviewed the performance of the subsidiary Beijing zhongyubeira International Education Technology Co., Ltd. (hereinafter referred to as “zhongyubeira”) involving performance commitments. The relevant matters are hereby announced as follows:
1、 Overview of basic information
The company held the 14th meeting of the 4th board of directors on September 18, 2019, and considered and approved the proposal on purchasing 51% equity of Beijing zhongyubeira International Education Technology Co., Ltd. with cash. For details, see the announcement on purchasing 51% equity of Beijing zhongyubeira International Education Technology Co., Ltd. with cash (Announcement No.: 2019084) disclosed by the company on cninfo.com on September 19, 2019. On October 16, 2019, zhongyubeira completed the industrial and commercial change registration. For details, see the announcement on completing the industrial and commercial registration for the acquisition of the equity of Beijing zhongyubeira International Education Technology Co., Ltd. (Announcement No.: 2019092) disclosed by the company on cninfo.com on October 16, 2019. Zhongyubeira has become a holding subsidiary of the company.
After the acquisition of zhongyubeira, the company added international education service business, further implementing the company’s development strategy focusing on the field of education. Due to the covid-19 epidemic and the limited transnational mobility of personnel, the external business environment of zhongyubeira has changed greatly. The company held the 27th meeting of the Fourth Board of directors and the 20th meeting of the Fourth Board of supervisors on January 14, 2021, and considered and adopted the proposal on signing the supplementary agreement to the equity acquisition agreement of Beijing zhongyubeira International Education Technology Co., Ltd, Some terms of the original equity acquisition agreement were adjusted, and the supplementary agreement to the equity acquisition agreement (hereinafter referred to as the “supplementary agreement”) was signed. The overall valuation, performance commitment and related matters of zhongyubeira were adjusted. According to the equity compensation terms agreed in the supplementary agreement, the shareholding proportion of the company was increased to 60.67%. For details, see the announcement on signing the supplementary agreement to the equity acquisition agreement of Beijing zhongyubeira International Education Technology Co., Ltd. (Announcement No.: 2021005) disclosed by the company on cninfo.com on January 16, 2021.
2、 Performance commitment
According to the supplementary agreement to the equity acquisition agreement signed by the company with Li Song, Wang Wei, Zhenjiang lezuozhou information technology service partnership (limited partnership), Zhenjiang longyi tengchen information technology service partnership (limited partnership), Zhenjiang Dongfan Jingying information technology service partnership (limited partnership) (hereinafter referred to as the “performance commitment party”), The performance commitment party promises that the actual net profit of zhongyubeira from 2021 to 2025 will not be less than 12.3 million yuan, 16.1 million yuan, 20.7 million yuan, 26.7 million yuan and 34.2 million yuan respectively. 3、 Performance commitment of China Education Beira
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) audited the financial statements of zhongyubeira in 2021 and issued the audit report Zhonghuan Shenzi [2022] No. 2210035. According to the audit, the actual completion within the performance commitment period of zhongyubeira is as follows: the audited net profit in 2021 is 7.7531 million yuan, the net profit after deduction is 7.5887 million yuan, and the performance commitment net profit is 12.3 million yuan. The implementation rate was 61.70%. The audited net profit of yobela in this year is lower than the performance commitment agreed in the supplementary agreement to the equity acquisition agreement.
4、 Reasons for unfulfilled performance commitments
During the reporting period, with the weakening of the impact of covid-19 epidemic in China, the offline teaching work of all campuses of China Education Beira was carried out smoothly as scheduled, and actively expanded enrollment channels and overseas study projects through various channels to promote the benign development of the company’s business. Although the overall operation of yubeira in 2021 was improved compared with that of the previous year, the operation performance did not meet the expectations due to the continuation of the global covid-19 epidemic and the limited cross-border mobility of personnel and other external factors.
5、 Performance compensation arrangement
According to the supplementary agreement to the equity acquisition agreement signed between the company and the performance commitment Party of zhongyubeira, if the actual net profit of zhongyubeira in 2021 is less than RMB 12.3 million, but the actual net profit is higher than 60% of the promised net profit, i.e. RMB 7.38 million (including this amount), the performance commitment period will be extended for one year, i.e. 20222026, The promised net profit from 2022 to 2026 shall not be less than RMB 12.3 million, 16.1 million, 20.7 million, 26.7 million and 34.2 million respectively. If the performance commitment period extension clause is triggered, the performance commitment party shall not bear the obligation of cash compensation, stock compensation or equity compensation for the performance of 2021. It is hereby announced.
Sansheng Intellectual Education Technology Co.Ltd(300282) board of directors April 29, 2002
