Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022051 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on the resolution of the second meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The second meeting of the third board of directors of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as "the company", "listed company" or " Shanghai Sk Automation Technology Co.Ltd(688155) ") was held by means of communication on May 20, 2022. The notice of this meeting was sent to all directors by e-mail on May 16, 2022. Nine directors should attend the meeting, nine actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Pan Yanqing, chairman of the board. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the "articles of association"), and the resolutions formed are legal and effective.
2、 Deliberations of the board meeting
After deliberation by the directors attending the meeting, the following proposals were unanimously adopted by voting:
(I) deliberating the proposal on the company paying cash to purchase assets and constituting major asset reorganization
In accordance with the relevant provisions of the company law, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions of the China Securities Regulatory Commission on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations and normative documents, the board of supervisors of the company, after careful self-examination and demonstration of the actual situation and relevant matters of the company one by one, It is believed that this major asset reorganization of the company meets the conditions specified in relevant laws, regulations and normative documents.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) review the proposal on the company's major asset restructuring plan
With regard to matters related to the company's transaction, the board of directors deliberated the following schemes one by one:
1. The counterparty, transaction object and transaction method of this transaction
The counterparties of this transaction are natural persons Shi Zenghui, Lin Chenbin and Lin Liju (hereinafter referred to as "counterparties"), and the listed company plans to purchase 51% equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as "Ningde Dongheng" or "target company") from the counterparties by paying cash. The transaction consideration and installment payment arrangements determined by the parties are as follows: (1) after the transaction agreement takes effect and the target company completes the industrial and commercial change registration and filing procedures required by the transaction, the listed company shall pay the first phase of the transaction consideration to the counterparty, which is 50.01% of the transaction consideration, i.e. 408081600 yuan; (2) Before June 30, 2023, the listed company shall pay the second transaction consideration to the counterparty, which is the remaining part of the transaction consideration, i.e. 4079184 million yuan. The details are as follows:
Unit: 10000 yuan
Transfer target phase I transaction to phase II transaction to total transaction to serial number name shareholding proportion company equity price amount proportion
1 stone Zenghui 70% 21.00% 168033616796643360000
2 Lin Chenbin 20% 20.00% 1 Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 15996803200000
3 Lin Liju 10% 10.00% 8001607998401 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 100% 51% 408081640791848160000
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The transaction price and pricing basis
According to the assets appraisal report on the value of all shareholders' equity of Ningde Dongheng Machinery Co., Ltd. involved in Shanghai Sk Automation Technology Co.Ltd(688155) proposed equity acquisition issued by Shanghai jiace Assets Appraisal Co., Ltd., jiace appraisal adopts two appraisal methods: income method and asset-based method to evaluate the value of all shareholders' equity of Ningde Dongheng, and finally selects the appraisal result of income method as the appraisal conclusion. According to the appraisal, as of December 31, 2021, the appraisal value of Ningde Dongheng's net assets is 1640 million yuan.
According to the evaluation results, both parties agreed through consultation that the final price of 51% equity of Ningde Dongheng in this transaction is 816 million yuan.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Attribution of profits and losses of the subject assets from the base date of evaluation to the delivery date
The profit and loss situation and amount of the target company from the base date of evaluation to the corresponding delivery date shall be audited by an accounting firm with securities business qualification appointed and hired by Shanghai Sk Automation Technology Co.Ltd(688155) within 20 days from the delivery date and issue a special audit report. If the delivery date is before the 15th day (including the 15th day) of the current month, the deadline of special audit of profit and loss during the period shall be the end of the previous month; If the delivery date under the above item is after the 15th day of the current month, the deadline for special audit of profit and loss during the period is the end of the current month.
The profits generated by the target company corresponding to the underlying assets from the evaluation base date to the delivery date shall be enjoyed by the shareholders in proportion to their shareholding after the delivery; In case of loss, the counterparty shall make up the loss amount corresponding to the equity proportion of the target company delivered to the target company in cash within 10 working days from the date of issuing the special audit report; The counterparties shall be jointly and severally liable for the above supplementary obligations.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Contractual obligations and liabilities for breach of contract for the transfer of ownership of the subject assets
The underlying assets shall complete the settlement procedures within 20 working days after the transaction is deliberated and approved by the Shanghai Sk Automation Technology Co.Ltd(688155) shareholders' meeting. If the counterparty fails to perform the above contractual obligations, it will be liable for liquidated damages. If any one of the counterparties fails to complete the delivery of the underlying assets within the time limit agreed in the agreement, for each overdue day, it shall pay liquidated damages calculated at 0.05% of the first transaction consideration agreed in accordance with the equity acquisition agreement to Shanghai Sk Automation Technology Co.Ltd(688155) . If the delay exceeds 30 days, Shanghai Sk Automation Technology Co.Ltd(688155) has the right to require the counterparty to pay liquidated damages based on 20% of the total transaction price agreed in the equity acquisition agreement, except for the overdue delivery of the underlying assets due to the restrictions of laws, regulations or policies, the failure of the Shanghai Sk Automation Technology Co.Ltd(688155) shareholders' meeting to consider and approve, or the failure of government departments and / or securities trading regulators to approve or approve and other reasons beyond the control of either party.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Performance commitment and compensation arrangement
(1) Performance commitment party and compensation obligor
The performance commitment party and compensation obligor of this transaction are Shi Zenghui.
(2) Performance commitment
According to the performance compensation agreement signed by Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui, the performance commitment Party of this transaction, Shi Zenghui promised that the target company's committed net profit in 2022 will not be less than 150 million yuan, that in 2023 will not be less than 160 million yuan, and that in 2024 will not be less than 170 million yuan. The above commitment of net profit is calculated based on the lower one before and after deducting non recurring profits and losses.
(3) Performance compensation
After issuing the special audit report in any year of 2022, 2023 and 2024, if the actual net profit realized by the target company in any year of the commitment period is lower than the promised net profit, the performance commitment party shall compensate Shanghai Sk Automation Technology Co.Ltd(688155) in the agreed compensation method:
① Performance compensation during the commitment period
A. If the actual net profit of the subject company in any year during the commitment period is not less than 80% of the promised net profit of the current year, that is, the actual net profit in 2022, 2023 and 2024 is not less than 120 million yuan, 128 million yuan and 136 million yuan respectively, the listed company agrees that Shi Zenghui is not required to perform the performance compensation obligation to the listed company during the commitment period, After the expiration of the commitment period, Shi Zenghui shall perform the performance compensation obligation to the listed company as agreed.
B. If the actual net profit of the target company in any year during the commitment period is lower than 80% of the promised net profit of that year, Shi Zenghui shall compensate the listed company in cash or equity of the target company according to the lower of the performance completion rate of that year during the commitment period, as follows:
If the actual net profit of the target company in 2022 does not reach 80% (i.e. 120 million yuan) of the promised net profit in 2022, Shi Zenghui shall compensate the listed company according to the following formula:
Amount to be compensated = 816 million yuan × (150 million yuan - actual net profit in 2022) ÷ 150 million yuan
(II) 2023
If Shi Zenghui has made performance compensation in 2022 and the performance completion rate of the target company in 2023 is lower than that in 2022, Shi Zenghui shall compensate the listed company for the difference according to the following formula: the amount to be compensated = 816 million yuan × (160 million yuan - actual net profit in 2023) ÷ 160 million yuan - compensated amount in 2022
If the performance compensation is not triggered in 2022, but the actual net profit of the subject company in 2023 does not reach 80% (i.e. RMB 128 million) of the promised net profit in 2023, Shi Zenghui shall compensate the listed company according to the following formula:
Amount to be compensated = 816 million yuan × (160 million yuan - actual net profit in 2023) ÷ 160 million yuan
(III) 2024
If Shi Zenghui has made performance compensation in 2022 and / or 2023, but the performance completion rate of the target company in 2024 is lower than that in 2022 and 2023, Shi Zenghui shall make difference compensation to the listed company according to the following formula:
Amount to be compensated = 816 million yuan × (170 million yuan - actual net profit in 2024) ÷ 170 million yuan - amount compensated by 2024
If performance compensation is not triggered in 2022 and 2023, but the actual net profit of the target company in 2024 does not reach 80% (i.e. RMB 136 million) of the promised net profit in 2024, Shi Zenghui shall compensate the listed company according to the following formula:
Amount to be compensated = 816 million yuan × (170 million yuan - actual net profit in 2024) ÷ 170 million yuan
C. If the above performance compensation clause is triggered in any year of the commitment period, Shi Zenghui shall complete the compensation to Shanghai Sk Automation Technology Co.Ltd(688155) within twenty (20) working days after the issuance of the special audit report of the current year.
D. Selection of compensation mode
If the target company triggers the above agreed performance compensation terms, the listed company has the right to choose cash compensation and target compensation. The specific compensation method will be determined by the listed company through consultation with Shi Zenghui at that time.
If the listed company chooses the target equity compensation or the combination of cash and equity compensation at that time, the equity value of the target company shall be calculated according to the following methods:
Equity compensation of the target company: compensation equity ratio = current compensation amount ÷ the overall valuation of the target company in this transaction (1.6 billion) and the evaluation value of the target company at that time, whichever is lower
Compensation for the combination of cash and equity of the target company: compensation equity ratio = (current compensation amount - current cash compensation amount) ÷ the overall valuation of the target company in this transaction (1.6 billion) and the evaluation value of the target company at that time, whichever is lower ② performance compensation after the expiration of the commitment period
If the target company fails to realize the promised net profit in any year during the commitment period, but does not trigger the performance compensation clause within the commitment period, Shi Zenghui shall perform the compensation obligation to the listed company in the following ways:
A. After the expiration of the performance commitment period, if the cumulative actual net profit of the target company is not less than the cumulative committed net profit, Shi Zenghui is not required to bear any compensation obligation to the listed company.
B. After the performance commitment period expires, if the cumulative actual net profit of the target company is not less than 80% (i.e. RMB 384 million) of the cumulative committed net profit, Shi Zenghui will make cash compensation to the listed company according to the following formula:
Amount to be compensated = (480 million yuan - accumulated actual net profit) × 51%
③ If this is triggered
