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*ST京蓝: 关于前期会计差错更正及追溯调整的公告
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The company, Jinglan Technology Co., Ltd., has acknowledged accounting errors due to violations leading to inflated financial figures from 2018 to 2020 [1][2][4] - The company has made retrospective adjustments to its financial statements for the years 2020 and 2021, correcting inflated revenue and costs [2][3] - The adjustments resulted in a decrease of 16,291.03 million yuan in reported revenue for 2020, which was 14.06% of the disclosed revenue for that year [1][2] - The company has not made accounting adjustments for performance compensation related to unfulfilled profit commitments due to uncertainty in recoverability [4] Financial Statement Adjustments - For the 2020 consolidated balance sheet, adjustments included: - Contract assets decreased by 132,886,762.96 yuan to 2,940,657,649.19 yuan - Accounts payable decreased by 96,546,651.65 yuan to 1,743,811,151.80 yuan - Contract liabilities increased by 40,995,838.57 yuan to 613,379,042.15 yuan [2][3] - For the 2021 consolidated income statement, adjustments included: - Revenue decreased by 162,910,300.00 yuan to 995,410,211.62 yuan - Operating costs decreased by 96,546,651.65 yuan to 1,070,880,382.08 yuan - Income tax expenses decreased by 8,656,162.03 yuan to 41,103,694.41 yuan [3][4] Audit and Compliance - The company received a verification report from Zhongxing Cai Guanghua Accounting Firm, confirming that the adjustments comply with relevant accounting standards and accurately reflect the correction of prior accounting errors [4][5]
电科数字: 中电科数字技术股份有限公司关于回购并注销业绩补偿股份实施结果暨股份变动的公告
Zheng Quan Zhi Xing· 2025-09-04 16:17
Core Viewpoint - The company has repurchased and canceled 6,125,564 shares due to the failure of the acquired company, Shanghai Baifei Electronics Technology Co., Ltd., to meet its performance commitments for the year 2024, as stipulated in the profit forecast compensation agreement [1][2][3] Summary by Sections 1. Repurchase Approval and Plan - The company held board and shareholder meetings on April 12, 2025, and May 13, 2025, respectively, to approve the repurchase and cancellation of shares due to the unmet performance commitments of Baifei Electronics [2][3] 2. Repurchase and Performance Compensation Implementation - The repurchase was executed at a total price of RMB 1.00, representing 0.89% of the company's total share capital prior to the repurchase [3] - The company received cash dividend income of RMB 6,738,120.40 corresponding to the repurchased shares during the performance compensation period [3] 3. Stock Trading Activities of Related Parties - From December 20, 2024, to September 2, 2025, the controlling shareholder, Electric Science and Technology Group, and its affiliates increased their holdings by 11,059,295 shares, accounting for approximately 1.61% of the total share capital [4] 4. Share Cancellation Arrangement - The company expects to cancel the repurchased shares on September 5, 2025, and will complete the necessary registration changes [4] 5. Share Change Table - The repurchase and cancellation will reduce the total number of shares from 686,294,081 to 680,168,517, with the proportion of limited circulation shares decreasing from 10.57% to 9.76% [4]
安徽皖维高新材料股份有限公司关于业绩补偿股份回购注销完成暨股份变动的公告
Core Viewpoint - Anhui Wanwei High-tech Materials Co., Ltd. has completed the repurchase and cancellation of shares as part of the performance compensation agreement due to the failure of its subsidiary to meet the promised performance targets for the fiscal years 2022 to 2024 [1][9][14]. Group 1: Repurchase and Cancellation Details - The company repurchased a total of 35,511,780 shares at a total price of RMB 1.00, which represents 1.69% of the company's total share capital before the repurchase [1][14]. - Following the repurchase, the company's total share capital decreased from 2,104,618,229 shares to 2,069,106,449 shares, and the registered capital changed from RMB 2,104,618,229 to RMB 2,069,106,449 [2][14]. - The shares were transferred to the company's repurchase special securities account as confirmed by the China Securities Depository and Clearing Corporation [2][15]. Group 2: Performance Commitment and Compensation - The performance commitment period for the subsidiary was set for three consecutive fiscal years: 2022, 2023, and 2024, with a cumulative net profit commitment based on an asset evaluation report [4][9]. - The cumulative net profit achieved from 2022 to 2024 was RMB 115.8451 million, resulting in a performance completion rate of 52.15%, necessitating compensation [9][10]. - The compensation obligations were outlined in the performance compensation agreement, specifying the calculation methods for the compensation amounts and shares [6][7]. Group 3: Approval and Implementation Process - The repurchase plan was approved during the board meetings held on March 17, 2025, and subsequent shareholder meetings [3][10]. - The company did not receive any requests from creditors for guarantees or early debt repayment within 45 days following the announcement of the repurchase [3][10]. - The repurchase and cancellation of shares were completed on September 3, 2025, with the necessary changes registered with the relevant authorities [18].
蓝丰生化: 西部证券股份有限公司关于江苏蓝丰生物化工股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易之限售股解禁的核查意见
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The article discusses the lifting of restrictions on the shares of Jiangsu Lanfeng Bio-chemical Co., Ltd. following a major asset restructuring, detailing the compliance of shareholders with their commitments and the financial implications of this event [1][7]. Summary by Sections 1. Basic Situation of Restricted Shares - Jiangsu Lanfeng Bio-chemical Co., Ltd. completed a major asset restructuring by acquiring 100% equity of Shaanxi Ark Pharmaceutical Co., Ltd. through a combination of issuing shares and cash payments, with the new shares being registered as restricted shares [1]. 2. Shareholders' Commitments and Compliance - The shareholders applying for the lifting of restrictions, Ren Wenbin and Chen Jing, made commitments regarding the transfer of shares based on the duration of their asset ownership, with specific percentages of shares allowed for transfer at different time intervals [2][3]. - Both shareholders adhered to their commitments during the lock-up period and have not transferred their restricted shares [3]. 3. Performance Compensation Agreement - The performance compensation agreement stipulated that if Ark Pharmaceutical's net profit fell below certain thresholds for the years 2015, 2016, and 2017, the shareholders would compensate Jiangsu Lanfeng Bio-chemical in cash or shares [3]. - The shareholders fulfilled their compensation obligations for the years 2015 and 2016, but not for 2017, leading to a total compensation amount of 60.53 million yuan [3]. 4. Legal Proceedings and Compensation Payment - Jiangsu Lanfeng Bio-chemical filed a lawsuit against the shareholders for overdue performance compensation, resulting in a court ruling that required Ren Wenbin to pay 2.9561 million yuan and Chen Jing to pay 1.0749 million yuan, both with penalties [4]. - The company has received all compensation payments from the shareholders, fulfilling their obligations [4]. 5. Details of Restricted Shares Lifting - The lifting of restrictions on the shares will allow 1,339,746 shares to be listed for trading, which represents 0.357% of the company's total shares [4][6]. - The shares will become tradable on September 5, 2025 [4]. 6. Financial Advisor's Opinion - The independent financial advisor confirmed that the shareholders complied with their commitments and that the lifting of restrictions aligns with relevant laws and regulations, ensuring accurate and complete disclosure of information by Jiangsu Lanfeng Bio-chemical [7].
创新新材料科技股份有限公司关于回购并注销业绩补偿股份实施结果暨股份变动的公告
实施结果暨股份变动的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示: 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:600361 证券简称:创新新材 公告编号:2025-061 创新新材料科技股份有限公司 关于回购并注销业绩补偿股份 ● 因创新新材料科技股份有限公司(以下简称"公司")子公司山东创新金属科技有限公司(以下简 称"创新金属")未实现公司重大资产出售及发行股份购买资产并募集配套资金暨关联交易(以下简 称"重大资产重组")约定的截至2024年度累计承诺业绩,补偿义务人山东创新集团有限公司(以下简 称"创新集团")、崔立新、杨爱美、耿红玉、王伟需要对公司进行业绩补偿。公司将以人民币1.00元的 总价回购补偿义务人合计持有的公司股份数351,363,722股,占回购前公司总股本的8.55%,并予以注 销。 ● 根据中国证券登记结算有限责任公司于2025年8月29日出具的《证券过户登记确认书》,山东创新集 团有限公司、崔立新、杨爱美、耿红玉、王伟合计持有公司的351,363,722股股票已 ...
创新新材: 关于回购并注销业绩补偿股份实施结果暨股份变动的公告
Zheng Quan Zhi Xing· 2025-08-31 10:20
Core Viewpoint - The company will repurchase and cancel a total of 351,363,722 shares due to its subsidiary, Shandong Innovation Metal Technology Co., Ltd., failing to meet the performance commitments set during a major asset restructuring, resulting in a performance compensation obligation [1][4][6]. Group 1: Repurchase and Cancellation Details - The repurchase will occur at a total price of RMB 1.00, representing 8.55% of the company's total shares before the repurchase [1][7]. - Following the repurchase, the total number of shares will decrease from 4,107,435,885 to 3,756,072,163 [2][9]. - The repurchase was approved during board meetings held on April 23, 2025, and May 16, 2025, with necessary notifications to creditors completed [2][3]. Group 2: Performance Commitment and Compensation - The performance commitments for the subsidiary were set at net profits of RMB 1,018.10 million for 2022, RMB 1,221.20 million for 2023, and RMB 1,423.60 million for 2024 [3][4]. - The actual net profits achieved were RMB 1,068.45 million for 2022, RMB 919.81 million for 2023, and RMB 1,038.01 million for 2024, leading to a cumulative performance achievement rate of 82.62% [4][6]. - The total compensation amount calculated for the repurchase was RMB 1,208,691,198.51, with the shares to be canceled distributed among the compensation obligors based on their respective ownership stakes [5][6]. Group 3: Impact on Shareholding Structure - After the repurchase, the shareholding percentage of the controlling shareholders will increase from 4.81% to 5.26% without any change in the number of shares held [9]. - The company confirmed that the repurchase and cancellation will not significantly impact its normal operations, financial status, or future development [7][8].
华鹏飞(300350)2025年中报简析:增收不增利,应收账款上升
Zheng Quan Zhi Xing· 2025-08-28 14:18
Core Viewpoint - The financial performance of Huapengfei (300350) shows mixed results, with revenue growth but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1][2]. Financial Performance - Total revenue for the reporting period reached 188 million, a year-on-year increase of 17.69%, while net profit attributable to shareholders was 2.08 million, down 91.16% year-on-year [1]. - In Q2, total revenue was 109 million, up 14.08% year-on-year, and net profit attributable to shareholders was 7.01 million, an increase of 138.44% year-on-year [1]. - The gross margin was 13.14%, a decrease of 4.73% year-on-year, and the net margin was 1.03%, down 92.69% year-on-year [1]. Accounts Receivable and Cash Flow - Accounts receivable increased significantly, with a year-on-year growth of 52.88% [1]. - The net cash flow from operating activities showed a drastic decline of 166.34% [3]. - The company’s cash and cash equivalents decreased by 37.57% due to investments in financial products [3]. Debt and Financing - Short-term borrowings surged by 266.63%, indicating increased reliance on financial institution loans [3]. - The company’s asset-liability ratio stood at 19.98%, suggesting a relatively healthy debt position [4]. Business Model and Market Position - The company’s return on invested capital (ROIC) was 1.89%, indicating weak capital returns historically, with a median ROIC of 4.39% over the past decade [2]. - The business model appears fragile, with three years of losses out of twelve since its listing [2]. Cash Flow and Operational Concerns - The company has faced continuous negative operating cash flow, raising concerns about its ability to support new asset purchases [5]. - The ratio of cash assets to current liabilities is 90.6%, indicating potential liquidity issues [5]. - Accounts receivable have reached 2477.71% of profit, highlighting significant collection challenges [5].
浙能电力: 浙江浙能电力股份有限公司2025年第一次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-08-22 08:13
Core Viewpoint - Zhejiang Zheneng Power Co., Ltd. is holding a shareholder meeting to discuss key agenda items, including the re-election of a director and adjustments to performance compensation payment methods due to unmet profit commitments from a subsidiary [1][2]. Group 1: Shareholder Meeting Details - The shareholder meeting is scheduled for August 29, 2025, at 14:00, in Hangzhou, Zhejiang Province, combining on-site and online voting [1]. - The agenda includes the introduction of shareholder attendance, the announcement of the meeting's start, deliberation of proposals, voting, shareholder inquiries, reading of resolutions, and legal opinions from the witnessing lawyer [1]. Group 2: Director Re-election Proposal - The proposal for the re-election of a director is necessitated by the resignation of Chairman Yu Guoping due to age, with Liu Weimin recommended as a candidate [1]. - Liu Weimin, born in 1967, holds a master's degree and is currently the General Manager and Party Secretary of the company, with prior experience in various leadership roles within the organization [1]. Group 3: Performance Compensation Adjustment - Due to Suzhou Zhonglai Photovoltaic New Materials Co., Ltd. failing to meet its profit commitments, a compensation of 148,260,767.22 yuan is required from Lin Jianwei [2]. - The payment method has been adjusted to allow Lin Jianwei to pay the compensation in four installments, with the first payment of at least 40 million yuan due by June 30, 2026 [2][3]. - The total profit achieved by Zhonglai from 2022 to 2024 was only 71,538,482.27 yuan, significantly below the promised 1.6 billion yuan [2]. Group 4: Revised Voting Procedures - A proposal to revise the "Cumulative Voting System Implementation Rules" has been made to align with new legal regulations and improve company governance [4][5]. - The revisions include changing "Shareholder Meeting" to "Shareholder Assembly" and removing references to the supervisory board [5].
ST华通: 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
Zheng Quan Zhi Xing· 2025-08-21 10:19
Group 1 - The company Zhejiang Century Huatong Group Co., Ltd. plans to repurchase and cancel 126,627,700 shares related to performance commitment compensation from three shareholders [1][2] - The repurchase involves shareholders Shanghai Yaoqiru Network Technology Partnership, Shaoxing Shangyu Yicheng Enterprise Management Consulting Partnership, and Shaoxing Shangyu Jiren Enterprise Management Consulting Partnership [1][2] - The repurchased shares will be canceled at a total price of RMB 1.00, and the repurchase has been completed as of August 20, 2025 [1][9] Group 2 - The performance commitment compensation period covers the years 2018, 2019, and 2020, with specific net profit targets set for each year [2][3] - The actual net profits for the years 2018, 2019, and 2020 were 214,016.50 million, 251,822.19 million, and 261,865.58 million respectively, compared to the committed net profits of 213,575 million, 249,435 million, and 296,789 million [5][6] - The total shortfall in meeting the performance commitments was 32,094.73 million, resulting in a compensation amount of 125,889.04 million [6][10] Group 3 - The company has completed the issuance of shares for the acquisition of 100% equity in Shanghai Shengqu Technology (Group) Co., Ltd. as part of a major asset restructuring [1][7] - The repurchase and cancellation of shares will not change the company's control, and the share distribution remains compliant with listing requirements [11][12] - The company will continue to enforce the performance commitment compensation agreements and take legal action if necessary to protect shareholder interests [12][13]
海兰信推10.51亿重组将新增8.41亿商誉 标的承诺四年赚3.1亿业绩补偿覆盖率仅39%
Chang Jiang Shang Bao· 2025-08-13 23:57
Core Viewpoint - Hailanxin (300065.SZ) is advancing its asset restructuring to enhance the competitiveness of its marine electronics core business through the acquisition of 100% equity in Hainan Hailan Huanyu Marine Information Technology Co., Ltd. for a valuation of 1.051 billion yuan [1][3] Group 1: Acquisition Details - The acquisition involves a total valuation of 1.051 billion yuan, with a premium rate of 438.88% [1][5] - Hailanxin plans to raise up to 700 million yuan in supporting funds, with 360 million yuan allocated for cash compensation and related expenses, and the remainder for key projects [3][5] - The acquisition is expected to add approximately 841 million yuan in goodwill, representing 22.73% of total assets and 35.65% of net assets post-transaction [5][6] Group 2: Financial Performance - Hailanxin has experienced significant fluctuations in performance, with net profits of -789 million yuan, -116 million yuan, and 8.21 million yuan from 2022 to 2024 [4] - In Q1 2025, Hailanxin reported a revenue of 346 million yuan, a year-on-year increase of 639.08%, with net profit and non-recurring net profit of 34.8 million yuan and 27.6 million yuan, respectively [4] - Hailan Huanyu's revenue from its top five clients increased to 57% in Q1 2025, indicating a rising customer concentration [2][7] Group 3: Performance Commitments - The transaction includes performance commitments, with Hailan Huanyu expected to achieve a net profit of no less than 310 million yuan from 2025 to 2028 [6] - The performance coverage rate for the compensation is only 39.12%, raising concerns about the adequacy of compensation if actual profits fall short [6][7] - Hailan Huanyu's performance shows seasonal characteristics, with significant revenue concentration in the fourth quarter [2][7]