Announcement on the realization of excess profit reward by the management of Shanghai Jinchuang Information Technology Co., Ltd
Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2022019
Bringspring Science And Technology Co.Ltd(300290)
About the management of Shanghai Jinchuang Information Technology Co., Ltd
Announcement of realizing excess profit reward
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.
1、 Basic information
With the approval of 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 (zjxk [2020] No. 115) issued by China Securities Regulatory Commission, Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as "the company") combines share issuance and cash payment, Purchase 70% equity of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as "Jinchuang company"). The above equity has completed the procedures of asset transfer and industrial and commercial change registration, and obtained a new business license. Jinchuang company is included in the scope of consolidation and prepares consolidated statements.
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 Mr. Wang Gongxue and Mr. 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.
3、 Achievement of promised performance of Jinchuang company
According to the audit report issued by Rongcheng Certified Public Accountants (special general partnership), the performance completion of Jinchuang company in 20192021 is as follows:
Announcement on the realization of excess profit reward by the management of Shanghai Jinchuang Information Technology Co., Ltd
Unit: 10000 yuan
Attributable to the parent company after deducting non recurring profits and losses
Audit report no. of completion rate of net profit difference committed during the period
Owner's net profit (lower after deduction)
20192500. Realcan Pharmaceutical Group Co.Ltd(002589) 35 89.35 103.57% Rongcheng zhuanzi [2020] No. 110z0093
20203000.00315162 151.62 105.05% Rongcheng zhuanzi [2021] No. 110z0083
20213500.00368913 189.13 105.40% Rongcheng zhuanzi [2022] No. 110z0073
During the commitment period of 2019, 2020 and 2021, the total net profit attributable to the owner of the parent company after deducting non recurring profits and losses accumulated by Jinchuang company is 94 Shenzhen Lihexing Co.Ltd(301013) 21 yuan, the cumulative performance commitment is 9000000000 yuan, and the cumulative performance commitment completion rate is 104.78%. From 2019 to 2021, Jinchuang company completed the relevant agreements on performance commitments in the profit forecast compensation agreement.
4、 Reward for excess performance
According to the relevant requirements of the profit forecast compensation agreement, the company will pay 50% of the excess net profit to the management of Jinchuang company as a reward when the conditions for excess performance reward are met. Excess net profit = cumulative net profit actually realized by the target company during the profit compensation period – cumulative committed net profit of the target company during the profit compensation period.
The amount of the excess performance reward shall not exceed 20% of the transaction amount of the assets won the bid in this transaction, and shall not exceed the audited net operating cash flow during the performance compensation period of the underlying assets.
The method, list and implementation measures for the reward of excess performance shall be proposed by Mr. Wang Gongxue and Mr. Shi Chao of Jinchuang company and reviewed and decided by the board of directors of the company. The rewarded personnel shall be those who still work in Jinchuang company at the end of the profit compensation period.
According to the calculation formula of excess performance reward, the company will pay the management of Jinchuang the excess performance reward of (94 Shenzhen Lihexing Co.Ltd(301013) 219000000000) 50%, i.e. 2.1505 million yuan. The company will pay as a reward to the reward personnel proposed by Mr. Wang Gongxue and Mr. Shi Chao.
5、 Review procedures for implementation
1. Deliberation of the board of directors
The company held the fourth meeting of the Fifth Board of directors on April 28, 2022, deliberated and approved the proposal on the realization of excess profit reward by the management of Shanghai Jinchuang, and agreed to pay the management of Jinchuang the excess profit reward.
2. Deliberation of the board of supervisors
The company held the second meeting of the Fifth Board of supervisors on April 28, 2022, and deliberated and adopted the
Announcement on the realization of excess profit reward by the management of Shanghai Jinchuang Information Technology Co., Ltd
The proposal of haijinchuang's management to realize the excess profit reward agrees to pay the excess profit reward to the management of Jinchuang company.
3. Prior approval and independent opinions of independent directors
After verification, the excess performance award is based on the relevant provisions of the profit forecast compensation agreement signed by the company and the commitment person. The deliberation and decision-making procedures of the above matters are legal and effective, and there is no damage to the company and all shareholders, especially small and medium-sized shareholders. All independent directors agree that the company will implement the excess performance award. Before submitting this proposal to the board of directors for deliberation, the company has been approved in advance by independent directors. The independent directors agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
It is hereby announced.
Bringspring Science And Technology Co.Ltd(300290) board of directors April 28, 2002
