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中原环保: 中信建投证券股份有限公司关于中原环保股份有限公司重大资产购买暨关联交易之2024年度业绩承诺完成情况的核查意见
601066CSC(601066) 证券之星·2025-04-03 09:17

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]