Securities code: 300572 securities abbreviation: Shenzhen Anche Technologies Co.Ltd(300572) Announcement No.: 2022-002 Shenzhen Anche Technologies Co.Ltd(300572)
Announcement on signing the supplementary agreement to the equity transfer agreement of Yinan Yong’an, Mengyin and Mengcheng. 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 Anche Technologies Co.Ltd(300572) (hereinafter referred to as “the company”) held the 32nd meeting of the third board of directors and the 28th meeting of the third board of supervisors on January 13, 2022, and respectively considered and adopted the proposal on signing the supplementary agreement to the equity transfer agreement of Yinan Yong\’an, Mengyin and Mengcheng, It is agreed that the performance commitment period of Yinan Yongan motor vehicle testing Co., Ltd. (hereinafter referred to as “Yinan Yongan”) and Mengyin Mengcheng motor vehicle testing Co., Ltd. (hereinafter referred to as “Mengyin Mengcheng”) shall be extended for one year, the committed net profit of each year during the performance commitment period shall remain unchanged, and the relevant payment preconditions during the performance commitment period shall be changed accordingly. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Investment overview
On August 2, 2021, the company held the 29th meeting of the third board of directors and the 25th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on changing the purpose and implementation subject of some raised funds for raised investment projects and using the raised funds to acquire 70% equity of three motor vehicle testing stations, It is agreed that the company will use 60.298 million yuan of the raised funds not yet invested in the “chain motor vehicle testing station construction project” to acquire 70% of the equity of Yinan Yong\’an, Mengyin Jincheng motor vehicle testing Co., Ltd. and Mengyin Mengcheng. This matter has been deliberated and approved at the second extraordinary general meeting of shareholders in 2021.
2、 Original performance commitment and adjusted performance commitment
(I) Yinan Yongan motor vehicle testing Co., Ltd
1. Adjust performance commitment period
Original performance commitment adjusted performance commitment
Time promised net profit (10000 yuan) time promised net profit (10000 yuan)
2021 180 2022 180
455 in 2022 455 in 2023
455 in 2023 455 in 2024
2024 455 2025 455
2. Adjust the payment of equity transfer price
(1) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the third phase transfer price” agreed in article 4.2.3 shall be changed to “the special audit report of the target company for 2022 has been issued, and the target company has completed the agreed performance commitment for 2022;
(2) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of phase IV transfer price” agreed in article 4.2.4 shall be changed to “the special audit report of the target company for 2023 has been issued, and the target company has completed the agreed performance commitment for 2023;
(3) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the fifth transfer price” agreed in article 4.2.5 shall be changed to “the special audit report of the target company for 2024 has been issued, and the target company has completed the agreed performance commitment for 2024;
(4) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the sixth transfer price” agreed in article 4.2.6 shall be changed to “the special audit report of the target company for 2025 has been issued, and the target company has completed the agreed performance commitment for 2025”.
Except for the above adjustments, other terms remain unchanged.
(II) Mengyin Mengcheng motor vehicle testing Co., Ltd
1. Adjust performance commitment period
Original performance commitment adjusted performance commitment
Time promised net profit (10000 yuan) time promised net profit (10000 yuan)
2021 172 2022 172
2022 270 2023 270
2023 270 2024 270
2024 270 2025 270
2. Adjust the payment of equity transfer price
(1) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the third phase transfer price” agreed in article 4.2.3 shall be changed to “the special audit report of the target company for 2022 has been issued, and the target company has completed the agreed performance commitment for 2022;
(2) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of phase IV transfer price” agreed in article 4.2.4 shall be changed to “the special audit report of the target company for 2023 has been issued, and the target company has completed the agreed performance commitment for 2023;
(3) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the fifth transfer price” agreed in article 4.2.5 shall be changed to “the special audit report of the target company for 2024 has been issued, and the target company has completed the agreed performance commitment for 2024;
(4) In the original equity transfer agreement, paragraph (1) of the prerequisite for “payment of the sixth transfer price” agreed in article 4.2.6 shall be changed to “the special audit report of the target company for 2025 has been issued, and the target company has completed the agreed performance commitment for 2025”.
Except for the above adjustments, other terms remain unchanged.
3、 Impact of this adjustment on the company
This adjustment will not have a significant impact on the current performance of the company, nor will it damage the interests of the company and all shareholders.
4、 Independent opinions of independent directors
After verification, we believe that the performance commitment period of Yinan Yong’an, Mengyin and Mengcheng and the payment of equity transfer price adjusted accordingly do not harm the interests of the company, shareholders, especially minority shareholders. When the board of directors deliberated on this matter, the voting procedure was legal and effective, and complied with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. Therefore, we agree to extend the performance commitment period of Yinan Yong’an, Mengyin and Mengcheng and adjust the payment of equity transfer price.
5、 Opinions of the board of supervisors
After deliberation, we believe that the extension of the performance commitment period of Yinan Yong’an, Mengyin and Mengcheng and the corresponding adjustment of the payment of equity transfer price comply with relevant regulations. The adjustment is an appropriate adjustment to the original scheme based on the principle of fairness to all parties, and the board of supervisors agrees with the above adjustment.
6、 Documents for future reference
(I) resolutions adopted at the 32nd meeting of the third board of directors;
(II) independent opinions of independent directors on matters related to the 32nd meeting of the third board of directors of the company; (III) resolutions of the 28th meeting of the third board of supervisors;
(IV) supplementary agreement on equity transfer agreement of Yinan Yongan motor vehicle testing Co., Ltd; (V) supplementary agreement on equity transfer agreement of Mengyin Mengcheng motor vehicle testing Co., Ltd. It is hereby announced
Shenzhen Anche Technologies Co.Ltd(300572) board of directors
January 14, 2022
