Pengxin Mining(SH:600490) Zheng Quan Zhi Xing·2025-06-10 13:43Core Viewpoint - The announcement details the progress of performance commitment compensation related to the acquisition of Ningbo Tianhong Yihua Trading Co., Ltd. by Pengxin Resources, highlighting the company's efforts to ensure compliance with the performance commitment agreement and the ongoing negotiations with the counterparty for compensation fulfillment [1][5]. Group 1: Basic Information - Pengxin Resources acquired 100% equity of Ningbo Tianhong by issuing 220,265,693 shares and paying 400 million RMB in cash, gaining control over CAPM African Precious Metals Limited, which holds mining rights in South Africa [2]. - The performance commitment period for the acquisition was set from 2018 to 2024, with a cumulative net profit commitment of 194,386.08 million RMB as per the profit forecast audit report [2]. Group 2: Performance Commitment Achievement - As of December 31, 2024, the total equity value of the target company was assessed at 383,672.63 million RMB, indicating no impairment compared to previous evaluations [3]. - The actual net profit achieved during the commitment period was -36,423.93 million RMB, significantly below the committed amount, resulting in a difference of -230,810.01 million RMB [3]. Group 3: Compensation Arrangement - According to the performance commitment compensation agreement, the counterparty is obligated to compensate within 30 working days after the issuance of the special audit report, which is due by June 10, 2025 [4]. - The company has sent a reminder to the counterparty on April 27, 2025, regarding the fulfillment of compensation obligations, but has not yet received the compensation payment [4]. - The counterparty currently has 137,165,693 shares that are not under pledge or freeze, which is insufficient to cover the total compensation required [4]. Group 4: Ongoing Negotiations - The company is actively negotiating with the counterparty to confirm the compensation plan and its implementation [5]. - The company will closely monitor and urge the performance compensation party to fulfill their obligations, ensuring timely information disclosure based on the progress of the compensation matters [5].