展鹏科技: 展鹏科技股份有限公司独立董事关于上海证券交易所问询函所涉事项的独立意见

Core Viewpoint - The independent directors of the company provided their opinions regarding the inquiry letter from the Shanghai Stock Exchange, focusing on the performance commitment related to the acquisition of Lingwei Junrong and the subsequent goodwill impairment [1][2]. Group 1: Performance Commitment Issues - The company entered into a performance commitment agreement with Lingwei Junrong, stipulating net profit targets for the years 2024 to 2027, with amounts of 41 million, 70 million, 83 million, and 93 million yuan respectively [1]. - In the reporting period, Lingwei Junrong achieved a net profit of 24.27 million yuan, resulting in a commitment completion rate of only 59.20%, indicating a failure to meet the performance commitment in the first year post-acquisition [1]. - The company recognized a goodwill impairment of 5.19 million yuan related to the acquisition, with a total goodwill of 271.27 million yuan [1]. Group 2: Inquiry Response and Compensation - The company was asked to explain the reasons and rationality behind Lingwei Junrong's failure to meet performance commitments, including an assessment of prior profit forecasts and acquisition valuations [2]. - The independent directors stated that the choice to seek compensation from the performance commitment party in the form of equity was based on the company's growth pressures in its existing elevator parts business and a positive outlook on the military simulation industry [2]. - The directors concluded that the compensation method and timing were in line with regulatory requirements and market practices, ensuring no harm to the interests of minority shareholders [2].