浙江世纪华通集团股份有限公司关于部分业绩承诺补偿股份回购注销完成及补偿方案部分履行完毕暨股份变动的公告

Core Viewpoint - Zhejiang Century Huatong Group Co., Ltd. plans to repurchase and cancel performance commitment compensation shares involving three shareholders, totaling 126,627,700 shares, to fulfill performance commitments [2][10]. Group 1: Share Repurchase and Cancellation - The company will repurchase 24,473,850 shares from shareholder Ji Yufan, accounting for 0.3284% of the total share capital before the repurchase [2][3]. - The repurchase price for the shares is set at a total of RMB 1.00, and the cancellation procedures were completed on August 20, 2025 [2][12]. - After the repurchase, the total share capital will decrease from 7,452,556,968 shares to 7,428,083,118 shares [2][13]. Group 2: Performance Commitment and Compensation Arrangement - The performance commitment period for the acquired assets was set for the years 2018, 2019, and 2020, with specific net profit targets established for each year [4][8]. - The total performance commitment net profit for the years 2018 to 2020 was set at RMB 759,799 million, while the actual net profit achieved was RMB 727,704.27 million, resulting in a shortfall of RMB 32,094.73 million [8][9]. - Compensation obligations are to be fulfilled primarily through shares obtained in the transaction, with any shortfall covered by cash [4][8]. Group 3: Approval and Implementation of Compensation Plan - The board of directors and supervisory board approved the compensation plan and share repurchase at meetings held on May 30, June 19, and during a special shareholders' meeting [11][12]. - The repurchase of shares is aimed at fulfilling the performance compensation commitments made by the shareholders involved in the asset acquisition [12][14]. - The company will ensure compliance with relevant regulations and maintain transparency throughout the process [16]. Group 4: Future Arrangements and Other Notes - The company is actively pursuing the repurchase of shares from the remaining shareholders, with ongoing discussions to ensure compliance with performance commitments [14][16]. - If any shareholder fails to fulfill their compensation obligations, the company will take legal action to protect the interests of all shareholders, particularly minority shareholders [16]. - The company will continue to disclose information regarding the progress of the performance compensation plan as required by regulations [16].