四川川大智胜软件股份有限公司 关于支付现金购买成都兴仁科技有限公司70%股权的进展公告

Transaction Overview - Sichuan Chuan University Zhisheng Software Co., Ltd. approved the cash purchase of 70% equity in Chengdu Xingren Technology Co., Ltd. for a total price of 147 million yuan [2] - The acquisition is structured with a pre-investment valuation of 210 million yuan, with the total consideration for the equity transfer being 147 million yuan [2][3] Payment Terms - The initial payment will be 70% of the total transaction price, to be made within 10 working days after the conditions for the first payment are met [4] - The remaining payment is contingent on the net profit of the target company during the performance commitment period, with specific thresholds set for 2025 and 2026 [5][6][7] Performance Commitment - The equity transferor commits that the net profits for the years 2025, 2026, and 2027 should reach 15 million yuan, 17.5 million yuan, and 20 million yuan respectively, totaling 52.5 million yuan over three years [9] - If the actual net profit falls below the committed amounts, the transferor is obligated to provide cash compensation to the acquirer [10] Additional Provisions - If the target company meets 85% of the performance commitment, the acquirer has the right to purchase the remaining equity at a valuation of 85% of the pre-investment valuation by January 31, 2029 [11] - Any excess profits beyond the commitment will be partially allocated to incentivize the management team of the target company [11] Documentation - The transaction details are formalized in the "Equity Transfer Agreement" [12]