
Overview of the Transaction - The transaction involves the acquisition of 100% equity of Zhengzhou Wastewater Purification Co., Ltd. by Zhongyuan Environmental Protection Co., Ltd. for a total consideration of 442,067.68 million yuan [2][3] - The transfer of ownership was completed on March 17, 2023, with the necessary business registration changes finalized [2] Performance Commitment and Compensation Arrangement - The performance commitments for the years 2023, 2024, and 2025 are set at net profits of 36,930.21 million yuan, 34,342.46 million yuan, and 37,827.42 million yuan respectively, after deducting non-recurring gains and losses [2][3] - A qualified accounting firm will audit the actual net profits against the committed amounts, and any shortfall will trigger compensation obligations from the performance commitment party [2][3] Compensation Mechanism - If the actual net profit falls short of the committed amount in any year, the compensation will be calculated based on a specific formula, ensuring that total compensation does not exceed the transaction amount [3][4] - Compensation will be paid in cash upon notification from the acquiring company [3][4] 2024 Performance Commitment Achievement - For the year 2024, the actual net profit achieved by the purification company was 65,439.99 million yuan, resulting in a performance commitment achievement rate of 190.55% [5] - The independent financial advisor confirmed that the performance commitments for 2024 have been met, and no compensation is required from the performance commitment party [5]