Securities code: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Securities abbreviation: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Announcement No.: 2022012 Shenzhen Guohua Network Security Technology Co.Ltd(000004) announcement on the achievement of performance commitment and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd
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.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company” or “the company”) held the 7th Meeting of the 10th board of directors and the 7th Meeting of the 10th board of supervisors on April 28 and 29, 2022, deliberated and adopted the proposal on the achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. this proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of issuing shares to purchase the equity of Beijing Zhiyou Wangan Technology Co., Ltd
On July 11, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s issuance of shares to purchase assets and related party transactions and related proposals, and agreed that the company would purchase 100% equity of Beijing Zhiyou Wangan Technology Co., Ltd. (hereinafter referred to as “Zhiyou Wangan” or “target company”) by issuing shares, with a transaction price of 1281 million yuan and a number of 81075941 shares.
On December 19, 2019, the company received the reply on approving Shenzhen China Agricultural University Technology Co., Ltd. to issue shares to Peng Ying and others to purchase assets (zjxk [2019] No. 2818) approved and issued by China Securities Regulatory Commission. On December 20, 2019, Zhiyou Wangan completed the equity transfer registration procedures. On January 20, 2020, 81075941 new shares involved in this transaction were listed, and the total share capital of the company increased from 83976684 shares to 165052625 shares.
2、 Performance commitment and compensation agreement
1. Committed profit index
In the above-mentioned major asset restructuring, performance commitment Fang pengying, Guo xunping, Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan technology partnership (limited partnership) and Zhengzhou Zhonghe Wangan Information Technology Co., Ltd. promised that the net profits attributable to the owners of the parent company in 2019, 2020 and 2021 after deducting non recurring profits and losses would not be less than RMB 90 million, RMB 117 million, respectively 152.1 million yuan.
2. Compensation agreement
If the actual net profit of the target company does not reach the promised net profit, the performance commitment party shall compensate the relevant difference in the form of shares. The specific calculation formula is:
Number of shares to be compensated in the current period = (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 year within the commitment period × Pricing of underlying asset transaction ÷ issuing price of shares in this transaction – cumulative compensated shares of performance commitment party.
The shares to be compensated shall be calculated by the proportion of the capital contribution of the target company held by the performance commitment party before this transaction to the total capital contribution of the target company held by the performance commitment party, and shall be compensated to the company separately and non jointly with their shared compensation shares. If the number of shares to be compensated in the current period calculated according to the above formula is less than zero, it shall be taken as zero, and the compensated shares shall not be reversed.
The company and the performance commitment party confirm that the total compensation shares of performance compensation, accounts receivable compensation and impairment compensation of the performance commitment party under the compensation agreement shall be limited by the number of shares of the company it obtains in this transaction (but shall include the shares increased by the performance commitment party due to the implementation of share distribution, conversion of provident fund to share capital and other reasons).
If the company has cash dividends during the performance commitment period, the performance indemnifier shall return the accumulated dividend income obtained during the performance commitment period to the company before the implementation of share compensation. The amount to be returned = distributed cash dividends per share × Number of shares to be compensated.
3. Impairment test
When the performance commitment period expires, the company will hire an audit institution with securities and futures business qualification to conduct impairment test on the underlying assets and issue a special audit report. After impairment test, for example, the ending impairment amount of the underlying asset is greater than the total number of compensated shares × For the issue price of shares in this transaction, the performance commitment party shall compensate the company for shares separately. The number of shares to be compensated is: the ending impairment amount of the underlying asset ÷ the issue price of shares in this transaction – the total number of compensated shares. The shares to be compensated shall be calculated by the proportion of the capital contribution of the target company held by the performance commitment party before this transaction to the total capital contribution of the target company held by the performance commitment party, and shall be compensated to the company separately and non jointly with their shared compensation shares.
“Ending impairment amount of the underlying asset” refers to the transaction price of the underlying asset minus the assessed value of the underlying asset at the expiration of the performance commitment period, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of the underlying company during the performance commitment period.
4. Implementation of performance compensation
During the performance commitment period, if performance compensation is required, the company shall convene the board of directors within 10 working days from the date of formal issuance of the special audit report of the audit institution to review and determine the specific compensation scheme.
If share compensation is required, the performance commitment party shall transfer the corresponding number of shares held by it to the special account established by the board of directors of the company for locking within 10 working days after the resolution date of the board of directors of the company. This part of shares will no longer have the voting right and the right of dividend distribution since the date when the board of directors of the company deliberates and approves the compensation plan, and the profits that should be distributed by this part of shares belong to the company.
The company shall convene a general meeting of shareholders on the compensation scheme and share repurchase after the aforesaid board of directors, and repurchase and cancel the compensated shares at a total price of RMB 1.00 within 30 working days from the date of deliberation and approval of the general meeting of shareholders.
If the general meeting of shareholders of the company fails to adopt the above repurchase and cancellation plan, the performance commitment party agrees to give the above compensable shares to other shareholders of the company free of charge within 30 working days after the occurrence of the above circumstances (“other shareholders” refer to the holders of shares of the company other than the performance commitment party registered on the equity registration date determined in the announcement on the implementation of the company’s gift of shares), Other shareholders are entitled to the donated shares according to the proportion of the number of shares of the company held by them to all the shares of the company held by other shareholders on the above equity registration date.
3、 Achievement of performance commitments and reasons
(I) achievement of performance commitments in 2019 and 2020
According to the audit report on the implementation of major asset restructuring performance commitments issued by Dahua Certified Public Accountants (special general partnership) (dahuhezi [2020] No. 004546 and dahuhezi [2021] No. 006922), the performance completion of Zhiyou Wangan in 2019 and 2020 is as follows:
Project 2019 (10000 yuan) 2020 (10000 yuan)
1. Performance commitment amount 9 Ping An Bank Co.Ltd(000001) 170000
2. Realized net profit 943044773514
Including: non recurring profit and loss 331.13 142.68
3. Net profit after deducting non recurring profit and loss: 909931759246
4. Actual performance completion rate (%) 101.10 64.89
Zhiyou.com has completed its performance commitment in 2019 and failed to complete its performance commitment in 2020.
According to the agreement between the company and the performance commitment party, the performance commitment party shall compensate 9049599 shares in total. For details, see the announcement on the achievement of performance commitment and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. (Announcement No.: 2021013) disclosed by the company on cninfo.com on April 28, 2021. After the deliberation and approval of the company’s 2020 annual general meeting of shareholders, the share repurchase and cancellation scheme is adopted for this share compensation. The company repurchases a total of 9049599 shares of performance compensation shares to performance commitment Fang pengying, Guo xunping, Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan technology partnership (limited partnership) and Zhengzhou Zhonghe Wangan Information Technology Co., Ltd. with a total price of RMB 1, and cancels them according to law, The company has completed the above share repurchase and cancellation procedures at Shenzhen Branch of China Securities Depository and Clearing Corporation on July 28, 2021. For details, see the announcement on the completion of share repurchase and cancellation of performance commitment compensation (Announcement No.: 2021029) disclosed by the company on cninfo.com on July 29, 2021.
(II) achievement of performance commitments in 2021 and reasons
According to the explanatory review report on the realization of the company’s performance commitments in 2021 due to major asset restructuring (ztzz (2022) No. 440a009799) issued by Zhiyou Wangan Certified Public Accountants (special general partnership), the net profit attributable to the parent company in 2021 after deducting non recurring profits and losses was 49.54 million yuan, which was 102.56 million yuan different from the performance commitments.
The non-compliance of Zhiyou Wangan’s performance in 2021 is mainly due to the change of new income standards and the impact of force majeure caused by the epidemic. First of all, the new revenue standard affects the company’s revenue recognition method, and the revenue is recognized at one time from the percentage of completion progress. Under the new revenue standard, the revenue of many smart business projects of Beijing Zhiyou Wangan Technology Co., Ltd. cannot be recognized. Secondly, the outbreak and recurrence of the epidemic throughout the country have delayed the on-site implementation of smart business projects and failed to confirm the income.
(III) impairment
According to the special audit report on the asset impairment test report on the expiration of the performance commitment of major asset restructuring issued by Zhitong Certified Public Accountants (special general partnership) (Zhitong zhuanzi (2022) No. 440a009802), the assessed value of Zhiyou Wangan at the expiration of the performance commitment period is 10910613 million yuan. The ending impairment amount of the underlying asset = the transaction pricing of the underlying asset – the evaluation value of the underlying asset at the expiration of the performance commitment period = 128100 – 10910613 = 189938700 yuan.
4、 Performance compensation scheme
1. Number of shares to be compensated
① Number of shares to be compensated for non-compliance of net profit
Number of shares to be compensated in the current period = (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 year within the commitment period × Transaction pricing of underlying assets ÷ issue price of shares in this transaction – cumulative compensated shares of performance commitment party
The total number of shares that should be compensated due to the non-compliance of net profit is calculated as follows:
Item quantity remarks
Committed net profit in 2019 (RMB 90000000 A1)
Committed net profit in 2020 (RMB 117000000 A2)
Committed net profit in 2021 (RMB 152100000)
Cumulative committed net profit by the end of the current period (yuan) 359.1 million a = a1 + A2 + a3
Net profit realized in 2019 (yuan) 9099310259 B1
Net profit realized in 2020 (RMB 7592460869)
Net profit realized in 2021 (yuan) 4954224207 B3
Accumulated net profit by the end of the current period (yuan) 21645995335 B = B1 + B2 + B3
Total committed net profit of each year within the commitment period (yuan) 359.1 million C
Transaction pricing of underlying assets (RMB) 1281000000 D
The issue price of shares in this transaction (yuan / share) is 15.8 E
Cumulative compensated shares (shares) of performance commitment party 9049599 f
The total number of shares that should be compensated by the performance commitment parties in the current period (shares) 23155016 g = (a-b) ÷ C × D ÷ E-F, rounded up
For example, the ending impairment amount of the underlying asset is greater than the total number of compensated shares × For the issue price of shares in this transaction, the performance commitment party shall compensate the shares separately. The number of shares to be compensated is: the ending impairment amount of the underlying asset ÷ the issue price of shares in this transaction – the total number of compensated shares
The total number of compensation shares in 2020 and 2021 is 9049599 + 23155016 = 32204615 shares, 32204615 shares the issue price is 15.80 yuan / share = 508832917 yuan, which is greater than the ending impairment amount of the underlying assets, and there is no need to compensate the shares.
③ Number of shares to be compensated by performance commitment parties
The number of shares to be compensated by each party to the performance commitment is calculated as follows:
project
