Securities code: 002171 securities abbreviation: Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) Announcement No.: 2022-008 bond Code: 128109 bond abbreviation: Chujiang convertible bond
Anhui Truchum Advanced Materials And Technology Co.Ltd(002171)
About issuing shares and paying cash to purchase assets and raising supporting funds
And suggestive announcement on the listing and circulation of restricted shares in connected transactions
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.
Special tips:
1. The number of shares to be released this time is 44819129, accounting for 3.3584% of the total share capital of the company (calculated on the basis of 1334530042 shares of the total share capital of the company as of January 19, 2022). The company issued shares and paid cash to purchase assets and raised matching funds and some shares with limited sale conditions for related party transactions in 2018.
2. There are 6 holders applying for lifting the restricted shares this time, namely Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongmei, of which Miao Yunliang and Cao Wenyu are acting in concert.
3. The listing and circulation date of the shares lifted this time is Tuesday, January 25, 2022. 1、 Basic information on the acquisition of restricted shares this time
Anhui Chujiang science and technology new material Co., Ltd. (hereinafter referred to as "Chujiang new material" or "the company") issued 79202468 shares to Miao Yunliang upon the approval of the reply on approving Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) issuing shares to buy assets and raise supporting funds from Miao Yunliang and others (zjxk [2018] No. 2055) issued by China Securities Regulatory Commission Issue 16501889 shares to Cao Wenyu, 13386332 shares to Cao Quanzhong, 12270805 shares to Wu Jingyi, 3346583 shares to Cao Zhongguo and 3346583 shares to Cao Hongmei to purchase relevant assets; At the same time, the supporting funds raised by the company through non-public offering shall not exceed 747.5 million yuan.
1. On January 25, 2019, the company issued shares to Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongmei to purchase 90% equity of Jiangsu Tianniao High Tech Co., Ltd. (hereinafter referred to as "Tianniao high tech"), and issued a total of 128054660 shares to be listed on Shenzhen Stock Exchange.
2. On June 21, 2019, the company privately issued 136405109 shares to the national military civilian integration industry investment fund Co., Ltd., Beijing Guofa aero engine industry investment fund center (limited partnership), que Xinhua and Tang Yougang, and was listed on Shenzhen Stock Exchange. 2、 Commitments and performance of shareholders applying for lifting share restrictions this time
(I) commitments made by shareholders applying for the lifting of share restrictions and progress in their performance
Commitment party commitment type commitment content commitment time commitment period performance market limit
1. The shares shall not be transferred within 12 months from the date of listing, and shall be opened after 12 months
The ban will be lifted at the beginning, and the period and proportion of lifting the ban are as follows (the following is based on 2018-2020)
Year is the performance commitment period; If this transaction is completed in 2019,
The relevant period and time point shall be adjusted accordingly according to the changes in the performance commitment period):
First lifting: the lifting period is 12 months after the completion date of this transaction,
And according to the special audit report, the target company completed the performance commitment in 2018
After 90% of the promise number, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao
Proportion of shares that can be lifted by Zhongguo and Cao Hongmei in the current year = deduction realized in 2018
Net profit of recurring profit and loss ÷ performance commitment in 2018 × 20%，
And the proportion of shares that can be lifted shall not exceed 20%. The second lifting of the ban: the lifting period starts from 2019
Miao Yunliang and Cao Wen are at least 24 months after the completion date of this transaction, and according to the special audit report, in January 2014
Yu, Cao Quanzhong, and the companies whose shares are subject to restricted sales commitments have completed 90% of the cumulative performance commitments in 2018-2019. From August 25, 2018, Wu Jingyi, Cao guonuo, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo, and Cao Hongmei will normally perform their duties from June 6 to 2024 Cao Hongmei's annual cumulative proportion of shares lifted = accumulated shares realized by the end of 2019, excluding non January
Net profit of recurring profit and loss ÷ accumulated performance commitments by the end of 2019 until 25 days
× 45%, and the cumulative proportion of shares that can be lifted shall not exceed 45%. The third lifting of the ban:
The lifting period is 36 months after the completion date of this transaction, and according to the special
The target company of the audit report has completed the cumulative performance commitment for 2018-2020
After 90% of the number, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi and Cao Guo
Cumulative proportion of shares lifted by Zhong and Cao Hongmei in the current year = cumulative proportion by the end of 2020
Net profit realized after deducting non recurring profit and loss ÷ accumulated by the end of 2020
Performance commitments × 80%, and the cumulative proportion of shares that can be lifted shall not exceed 80%.
The fourth lifting of the ban: the lifting period is 60 months after the completion date of the transaction
From, for example, the net accounts receivable of Tianniao hi tech by the end of 2020 have been fully recovered
Or Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Guoguo, Cao Hong
After Mei undertakes the compensation obligation for the uncollected accounts receivable, it can be solved accumulatively in the current year
The number of prohibited shares is 100% of the acquirer's shares obtained in this transaction. answer
The specific conditions of compensation for accounts receivable are as follows: (1) after the expiration of performance commitment (based on
2018-2020 is the performance commitment period (for example), for the period up to December 2020
Tianniao hi tech shall be fully responsible for the recovery of the net accounts receivable as of December 31
Ren. For the part that cannot be recovered as agreed, the compensation obligor of accounts receivable Miao Yun
Liang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongmei will be separately appointed
Compensation: the compensation obligors of accounts receivable shall take compensation according to their respective income in this transaction
The compensation liability shall be borne by the proportion of the consideration obtained in this transaction price
Compensation shall be made by cash, and the insufficient part of cash compensation shall be compensated by shares. (2) If Ben
60 months after the completion date of this transaction, there are still uncollected receivables at the end of 2020
For the part of the net amount of accounts receivable, the accounts receivable compensation obligor shall pay in cash first
Make compensation for Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) . If the cash compensation is insufficient, it will be paid in this transaction
The unsold shares obtained from this transaction have not been sold
If the shares sold are insufficient for compensation, the accounts receivable compensation obligor shall use other means
Compensate for the Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) shares acquired. Uncollected accounts receivable shares
The calculation formula of compensation quantity is: number of share compensation = (as of 2020)
Uncollected part of net accounts receivable at the end of the year - compensated amount of accounts receivable) ÷
The issue price. If the transaction is completed in 2019, the calculation will be postponed
The cumulative proportion of shares lifted in 2021 shall refer to the agreement on performance compensation,
Net profit realized in 2021 and net profit after deducting non recurring profit and loss
The lower result obtained after separate calculation is the cumulative lifted shares of the current year
Share proportion. The above compensated shares shall be paid by Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) to the compensation obligor
Repurchase at a total price of 1 yuan. 2. During the lock-in period, the counterparty is based on this transaction
The shares of the listed company obtained due to the distribution of dividends, shares and transfers by the listed company
The increased part due to changes such as capital increase will also comply with the above agreement. 3、
If the above share locking arrangement is inconsistent with the latest regulatory opinions of the securities regulatory authority
In conformity, all parties agree to carry out in accordance with the regulatory opinions of relevant securities regulatory authorities
Adjust accordingly. 4. After the expiration of the above lock-in period, it will be in accordance with the China Securities Regulatory Commission
The relevant provisions of the management committee and Shenzhen Stock Exchange shall be implemented.
Performance commitment and performance compensation arrangement: the performance commitment period is the issuance of shares
Performance promisor in the three fiscal years from the year when the purchased assets are completed
Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo, Cao hongmeicheng
Audited since 2018 of Nuo Tianniao hi tech in 2018, 2019 and 2020
Miao Yunliang and Cao Wen's net profits attributable to the shareholders of the parent company after deducting non recurring profits and losses shall not be lower than January 1 of the year respectively
Yu, Cao Quanzhong, performance commitment of 60 million yuan, 80 million yuan and 100 million yuan. (1) If the target company has fulfilled the compensation arrangements of Wu Jingyi and Cao Guo from August 2018 to December 31, 2020, the performance compensation obligor will compensate Cao Hongmei and Wu Jingyi in cash, and the insufficient cash compensation will be compensated by shares: ① performance commitment December 31
Net profit after deducting non recurring profits and losses accumulated in the three years of the current period
Accumulated net profit after deducting non recurring profit and loss from 2019 to 2020
The sum of net profits realized in 2021 is less than 90% of the corresponding cumulative commitments;
② Net profit realized in the current year after deducting non recurring profits and losses during the performance commitment period
Profit or the net profit realized in 2021 is lower than the corresponding performance commitment of the current year
70%。 (2) Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Guozhong
Cao Hongmei's performance compensation shall be apportioned among the transferors in proportion. transfer the possession of
Apportionment proportion of one party = consideration amount obtained by that party in this transaction
