徐工机械: 关于业绩承诺补偿股份回购注销完成及补偿方案履行完毕暨股份变动的公告

Summary of Key Points Core Viewpoint - The announcement details the completion of the share repurchase and cancellation process related to performance commitments by Xugong Group Engineering Machinery Co., Ltd, following the absorption merger with Xugong Group Engineering Co., Ltd. Group 1: Share Repurchase and Cancellation - The number of shares repurchased and canceled is 743,331, which accounts for 0.006% of the total share capital before cancellation [1] - The total share capital will change from 11,753,715,813 shares to 11,752,972,482 shares after the cancellation [1][10] - The repurchase was completed on August 14, 2025, as confirmed by the China Securities Depository and Clearing Corporation [1] Group 2: Performance Commitment and Compensation - Xugong Group made performance commitments regarding the net profits and revenue sharing of certain assets during the performance compensation period [2] - The total net profit commitment for equity performance assets from 2021 to 2024 is not less than 639,620.63 million yuan [2] - The revenue sharing commitment for intellectual property performance assets during the same period is not less than 45,967.11 million yuan [2][8] Group 3: Performance Compensation Implementation - If the performance commitments are not met, Xugong Group is obligated to compensate Xugong Machinery according to the performance compensation agreement [4] - The compensation amount for each accounting year is calculated based on the difference between committed and realized profits or revenue [4][5] - The total number of shares to be compensated for the 2024 performance commitment is 743,331 shares, calculated based on the agreed formulas [8][9] Group 4: Impact of Share Cancellation - The share cancellation will not have a substantial impact on the company's financial status or operational results [12] - The cancellation will not affect the control of the company or its status as a listed entity [12] - The company will proceed with necessary legal and regulatory changes following the completion of the share cancellation [12]