Chemexpress(688131) 证券之星· Zheng Quan Zhi Xing·2025-03-27 16:47Transaction Overview - The company, Shanghai Haoyuan Pharmaceutical Co., Ltd., has completed the acquisition of 100% equity of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. through a share issuance and cash payment, as approved by various board meetings and the China Securities Regulatory Commission [1][2] - The transaction involved issuing 2,439,296 shares for asset purchase and 464,166 shares for raising matching funds, with the completion of registration at the China Securities Depository and Clearing Corporation [2] Performance Commitment and Compensation Arrangement - The performance commitment from WANG YUAN and other parties includes net profits of no less than 15 million yuan for 2022, 26 million yuan for 2023, and 38 million yuan for 2024, totaling at least 79 million yuan over three years [2][3] - If the cumulative net profit falls below 79 million yuan, the performance committers must compensate the company through additional shares or cash [3][4] Performance Commitment Achievement - The actual net profits for the years 2022, 2023, and 2024 were 17.90 million yuan, 24.12 million yuan, and 36.47 million yuan respectively, resulting in a cumulative net profit of 78.49 million yuan, achieving a completion rate of 99.36% [5][6] Impairment Testing Results - An impairment test conducted by Zhongshui Zhiyuan Asset Appraisal Co., Ltd. valued the 100% equity of Yaoyuan Pharmaceutical at 539.60 million yuan, indicating no impairment occurred as this value exceeded the purchase price of 411.80 million yuan [7][8] Reasons for Non-Achievement of Performance Commitment - The performance commitment was affected by a tightening financing environment for innovative drug companies, leading to a slowdown in R&D investment and difficulties in acquiring new orders [8] - Additionally, the financial strain on clients in the pharmaceutical industry caused delays in project progress, impacting the expected profit contributions [8] Compensation Plan and Share Buyback - The compensation plan includes share compensation and cash returns for dividends, with a total of 47,725 shares to be compensated and a cash compensation of 81.54 yuan [9][10] - The company plans to repurchase the compensatory shares at a nominal price of 1 yuan and subsequently cancel them [9][10] Approval Procedures - The company’s board and supervisory committee approved the performance commitment achievement and compensation plan, which will be submitted for shareholder approval [10][11] Independent Financial Advisor's Opinion - The independent financial advisor confirmed that the performance commitments were not fully met, but the acquired assets did not suffer impairment, and the compensation obligations must be fulfilled as per the agreements [12]