Stock Code: 002403 stock abbreviation: Aishida Co.Ltd(002403) Announcement No.: 2022-008 Aishida Co.Ltd(002403)
Progress announcement on matters related to performance commitment
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、 Transaction overview
Aishida Co.Ltd(002403) (hereinafter referred to as “the company”) deliberated and adopted the proposal on participating in the subscription of shares of Jiangchen intelligent non-public Development Bank at the sixth meeting of the Fourth Board of directors held on September 14, 2017, It is agreed to participate in the subscription of directional issued shares of Ningbo Jiangchen Intelligent Equipment Co., Ltd. (stock referred to as “Jiangchen intelligent”; Stock Code: 835027) with its own capital of 81.6078 million yuan. The subscription number is 7672500 shares and the subscription price is 10.6364 yuan / share.
For details, please refer to the securities times and cninfo (www.cn. Info. Com. CN.) on September 16, 2017 Announcement on participating in the subscription of shares of Jiangchen intelligent non-public Development Bank (Announcement No.: 2017-060).
1. Original performance commitment
According to the stock issuance and subscription agreement of Ningbo Jiangchen Intelligent Equipment Co., Ltd., Zhu Lizhou and Xiang Jing, the controlling shareholders of Jiangchen intelligent, promise that the net profit of Jiangchen intelligent will not be less than 15 million yuan in 2017, 40 million yuan in 2018 and 80 million yuan in 2019. Among them, net profit refers to the net profit attributable to the owner of the parent company in the consolidated statements of Jiangchen intelligent.
2. Change performance commitment
The 17th meeting of the 4th board of directors held on December 11, 2018 and the 4th extraordinary general meeting of shareholders held on December 28, 2018 considered and adopted the proposal on changing the performance commitments of Jiangchen intelligence. On the basis of equality, mutual benefit and consensus, all relevant parties, It is unanimously decided to extend the period specified in paragraphs 1 and 2 of Article 5 special agreement of the original agreement for one year, that is, the performance commitment period is changed from the original 2017, 2018 and 2019 to 2018, 2019 and 2020. Zhu Lizhou and Xiang Jing promise the net profit of Jiang Chen intelligence during 2018-2020
The profit shall not be less than 15 million yuan, 40 million yuan and 80 million yuan respectively. Among them, net profit refers to the net profit attributable to the owner of the parent company in the consolidated statements of Jiangchen intelligent.
For details, please refer to the company’s announcement on securities times and cninfo (www.cn. Info. Com. CN.) on December 12, 2018 Announcement on changing performance commitments of Jiangchen intelligent (Announcement No.: 2018-078).
3. Completion of performance commitments
From 2018 to 2020, audited by Cixi Hongzheng certified public accountants Co., Ltd., the net profit realization within the consolidation scope of Jiangchen intelligent is as follows:
(unit: 10000 yuan)
Time commitment net profit realized amount difference
2018 1500 -156.14 -1656.14
2019 4000 -224.64 -4224.64
2020 8000 1499.40 -6500.60
Total 13500 1118.62 -12381.38
According to the above data, Jiangchen intelligent has not fulfilled its performance commitment.
2、 Progress of equity repurchase
1. The company has taken measures
On May 13, 2021, the company sent the equity repurchase notice to the repurchase obligors Zhu Lizhou and Xiang Jing, requiring them to repurchase 20% equity of Jiangchen intelligent held by Aishida Co.Ltd(002403) at the agreed price before July 12, 2021.
On June 16, 2021, the company sent the letter on urging Zhu Lizhou and Xiang Jing to fulfill the obligation of equity repurchase to repurchase the 20% equity of Jiangchen intelligence held by Aishida Co.Ltd(002403) at the agreed price before July 12, 2021.
On December 30, 2021, the company again sent the letter on urging Zhu Lizhou and Xiang Jing to fulfill their obligation of equity repurchase to the repurchase obligors Zhu Lizhou and Xiang Jing, requiring them to immediately repurchase 20% equity of Jiangchen intelligent held by Aishida Co.Ltd(002403) at the agreed price and pay the remaining equity repurchase money.
2. Payment schedule
Through friendly communication between the two parties, Zhu Lizhou and Xiang Jing are willing to repurchase Aishida Co.Ltd(002403) 20% of the equity of Jiangchen intelligent in accordance with the agreement on subscription for stock issuance of Ningbo Jiangchen Intelligent Equipment Co., Ltd. signed in September 2017 and the agreement on change of subscription agreement for stock issuance of Ningbo Jiangchen Intelligent Equipment Co., Ltd. signed in December 2018.
On July 11, 2021, Zhu Lizhou delivered the performance guarantee letter to the company, promising to pay the full amount of share repurchase to the company within the next three months, and was willing to pay the performance deposit of RMB 5 million to the company within one month from the date of signing the performance guarantee letter. The company has received the performance deposit of RMB 5 million paid by Zhu Lizhou.
The company has repeatedly communicated with Zhu Lizhou to urge him to timely fulfill his repurchase obligations. Zhu Lizhou said that he plans to raise funds through equity transfer and is actively docking with external funds. On October 11, 2021, Zhu Lizhou delivered the commitment letter to the company, promising that the payment plan of equity repurchase fund is as follows: 1) pay no less than 30 million yuan (in words: 30 million yuan only) before November 12, 2021; 2) All remaining equity repurchase payments shall be paid before December 25, 2021. If Zhu Lizhou fails to pay the equity repurchase payment in accordance with the provisions of the commitment letter, his equity repurchase obligation will accelerate to expire, and the company has the right to require Zhu Lizhou to pay all equity transfer payments to the company immediately from the next working day after the expiration date of any period of equity repurchase payment.
The letter of commitment shall have an irrevocable binding force on Zhu Lizhou from the date of issuance.
From January 12 to January 14, 2022, the company received an equity repurchase payment of RMB 7 million from Zhu Lizhou. As of the disclosure date of this announcement, the company has received a total equity repurchase payment of RMB 37 million from Zhu Lizhou. Zhu Lizhou failed to pay the equity repurchase payment according to the plan agreed in the commitment letter. The company has clarified the seriousness of performance compensation commitment to the repurchase obligor several times. In the event that the equity repurchase payment has not been recovered after taking relevant measures, the company will start legal procedures to recover it, so as to protect the rights and interests of the company and all shareholders. 3、 Risk tips
1. At present, there is uncertainty about the recovery of subsequent equity repurchase funds. If the equity repurchase funds cannot be recovered, it will cause losses to the company. The company promises to continue to urge the repurchase obligors to fulfill their equity repurchase commitments as soon as possible, continue to strengthen the collection of equity repurchase funds, and take measures including but not limited to arbitration, litigation and other measures to require performance in case of relevant risks, so as to effectively safeguard the interests of the company and all shareholders.
2. The company will continue to urge to follow up matters related to equity repurchase, fully protect and safeguard the interests of the listed company and all shareholders, and timely perform the obligation of information disclosure according to the progress. Please pay attention to investment risks and invest cautiously.
It is hereby announced.
Aishida Co.Ltd(002403) board of directors January 15, 2002
