成都西菱动力科技股份有限公司 关于成都鑫三合机电新技术开发有限公司 业绩承诺补偿的进展情况公告

Transaction and Performance Commitment - Chengdu Xiling Power Technology Co., Ltd. acquired 74.50% of Chengdu Xinsanhe Electromechanical New Technology Development Co., Ltd. for a price of 156.45 million RMB in February 2021 [1] - The original chairman and general manager of Xinsanhe committed to achieving operating net profits of 30 million RMB, 35 million RMB, and 40 million RMB for the years 2021, 2022, and 2023 respectively [2] Performance Compensation Arrangement - If the cumulative net profit from 2021 to 2023 is below 95% of the promised amount, the performance guarantors must compensate for the shortfall, which requires approval from the company's shareholders [3] - The compensation amount is calculated based on the formula: (Cumulative promised net profit - Cumulative actual net profit) / Total promised net profit for the commitment period × Total transaction price of 210 million RMB × 74.50% [3][4] Performance Completion Status - According to a special audit report, Xinsanhe achieved a cumulative operating net profit of 18.2887 million RMB from 2021 to 2023, falling short of the promised 105 million RMB [5] Legal Action - Due to the failure to meet performance commitments, the company filed a lawsuit against the performance guarantors in December 2025, which was accepted by the court in January 2026 [6] - The court hearing is scheduled for February 6, 2026, and the outcome remains uncertain [6][8]