Special note on the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021
Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2022017 Bringspring Science And Technology Co.Ltd(300290)
About Shanghai Jinchuang Information Technology Co., Ltd
Special description on the achievement 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.
Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as "the company" or "the company") acquired Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as "Jinchuang company") by issuing shares to purchase assets in March 202070% equity. According to the relevant regulations of Shenzhen Stock Exchange, in the process of acquiring Jinchuang company, the original shareholders of Jinchuang company made a commitment to its performance in 2019, 2020 and 2021. Now, the completion of the performance commitment of Jinchuang information in 2021 is specially explained as follows:
1、 Basic information of acquisition
(I) introduction to the plan of acquiring 70% equity of Jinchuang company
After the resolution of the sixth meeting of the Fourth Board of directors of the company, the deliberation of the third extraordinary general meeting of shareholders in 2019, and the reply on approving Bringspring Science And Technology Co.Ltd(300290) issuing shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds (zjxk [2020] No. 115) issued by China Securities Regulatory Commission, The company and the former shareholders of Jinchuang company, Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership), Deqing Boyu investment management partnership (limited partnership) Wang Gongxue and Shi Chao signed the agreement on issuing shares and paying cash to purchase assets. The company invested 21 million yuan to acquire 70% equity of Jinchuang company. After the completion of the above transaction, the company holds 70% equity of Jinchuang company.
(II) approval procedures for this acquisition
On July 12, 2019, the fifth meeting of the Fourth Board of directors of the company deliberated and approved the plan for Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds.
On July 31, 2019, the sixth meeting of the Fourth Board of directors of the company deliberated and adopted the plan on Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds (Revised Version)
Special note on the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021
The motion of the.
On September 6, 2019, the eighth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the scheme of the company issuing shares and paying cash to purchase assets and raising supporting funds.
On November 4, 2019, the third extraordinary general meeting of shareholders of the company deliberated and passed the proposal on the company's plan of issuing shares and paying cash to purchase assets and raising supporting funds.
On January 16, 2020, the China Securities Regulatory Commission issued the reply on approving Bringspring Science And Technology Co.Ltd(300290) to issue shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds to the company (zjxk [2020] No. 115).
(III) implementation of this acquisition
On March 23, 2020, the company issued 21538460 shares to Xuzhou Hanju venture capital partnership (limited partnership) and Xuzhou Hongyuan enterprise management partnership (limited partnership), the former shareholders of Jinchuang company. The industrial and commercial change registration procedures corresponding to the equity of Jinchuang company have been completed, and the company has actually obtained the actual control of 70% of the equity of Jinchuang company.
2、 Performance commitment
On July 12, 2019, according to the company and the former shareholders of Jinchuang company, Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership), Deqing Boyu investment management partnership (limited partnership) According to the provisions of the profit forecast compensation agreement for issuing shares and paying cash to purchase assets signed by Wang Gongxue and Shi Chao, the former shareholders Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) Deqing Boyu investment management partnership (limited partnership) promises that the audited net profit of Jinchuang company in 2019, 2020 and 2021 will not be less than 25 million yuan (including the principal), 30 million yuan (including the principal) and 35 million yuan (including the principal), respectively. The above net profit shall be determined based on the lower of the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss. During the profit compensation period, if the accumulated actual net profit of Jinchuang company by the end of the current period is less than the committed net profit by the end of the current period, the original shareholders Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) Deqing Boyu investment management partnership (limited partnership) shall compensate the company in the following ways:
Special note on the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021
Current compensation amount = (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 committed net profit of each period within the profit compensation period × Transaction price of the underlying asset - cumulative compensated amount.
3、 Achievement of performance commitments of Jinchuang company
According to the audit, the net profit attributable to the owner of the parent company in 2021 was 402577 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 368913 million yuan, realizing the performance commitment in 2021.
Unit: Yuan
After deducting non recurring profits and losses
Net profit committed during the period net profit of the owner of the parent company (excluding non balance completion rate)
(whichever is lower)
350000 China Union Holdings Ltd(000036) 89131053189131053 105.40% in 2021
4、 Approval procedure
This matter has been deliberated and approved at the fourth meeting of the Fifth Board of directors held on April 28, 2022, and does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Documents for future reference
1. Bringspring Science And Technology Co.Ltd(300290) the resolution of the 4th meeting of the 5th board of directors;
2. Audit report on the realization of the performance commitment of the counterparty to Shanghai Jinchuang Information Technology Co., Ltd. in 2021 issued by Rongcheng certified public accountants;
3. Kaiyuan Securities Co., Ltd. "2021 continuous supervision opinions on the company issuing shares and paying cash to purchase assets and raising supporting funds";
4. Kaiyuan Securities Co., Ltd. "verification opinions on the implementation of the performance commitments of the company in 2021 for issuing shares, paying cash to purchase assets and raising supporting funds".
It is hereby announced.
Bringspring Science And Technology Co.Ltd(300290) board of directors April 28, 2002
