业绩承诺补偿
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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
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-22 19:28
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].
徐工集团工程机械股份有限公司 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
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-16 06:07
Core Viewpoint - The company has completed the repurchase and cancellation of shares as part of the performance commitment compensation agreement with Xuzhou Engineering Machinery Group Co., Ltd, following the merger and acquisition process [2][20][22]. Group 1: Share Repurchase and Cancellation - The repurchased shares amount to 743,331 shares, representing 0.006% of the total share capital before cancellation [2][20]. - The total share capital will decrease from 11,753,715,813 shares to 11,752,972,482 shares after the cancellation [2][21]. - The repurchase was executed at a total price of RMB 1.00 [2][20]. Group 2: Performance Commitment and Compensation - The performance commitment agreement was signed on September 29, 2021, with specific profit and revenue commitments for the years 2021 to 2024 [4][6]. - The total cumulative net profit commitment for equity performance assets is set at RMB 639,620.63 million, while the cumulative revenue share for intellectual property performance assets is set at RMB 45,967.11 million [4][5]. - As of the end of 2024, the actual cumulative net profit for equity performance assets reached RMB 642,188.35 million, achieving a completion rate of 100.40%, while the revenue share for intellectual property assets was RMB 44,555.68 million, with a completion rate of 96.93% [14][15]. Group 3: Asset Impairment Testing - The impairment testing report indicated that the valuation of performance commitment assets as of the end of 2024 was RMB 1,553,348.58 million, exceeding the transaction price of RMB 891,678.03 million by RMB 661,670.55 million, indicating no impairment [17]. Group 4: Approval and Implementation Process - The company held several board meetings and a shareholder meeting in 2025 to approve the performance commitment completion and the implementation of the compensation plan [19]. - The repurchase and cancellation of shares were confirmed by the Shenzhen branch of China Securities Depository and Clearing Co., Ltd on August 14, 2025 [20][22]. Group 5: Impact on Company Structure - The share repurchase and cancellation will not materially affect the company's financial status or operational results, nor will it harm the interests of shareholders, particularly minority investors [21].
徐工集团工程机械股份有限公司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
Shang Hai Zheng Quan Bao· 2025-08-15 18:36
Core Viewpoint - The company has completed the repurchase and cancellation of shares related to performance commitment compensation, fulfilling the compensation plan and resulting in a slight reduction in total share capital [2][19][21]. Group 1: Share Repurchase and Cancellation - The repurchased shares amount to 743,331 shares, representing 0.006% of the company's total share capital prior to cancellation [2][19]. - The total share capital will decrease from 11,753,715,813 shares to 11,752,972,482 shares following the cancellation [2][20]. - The repurchase was executed at a total price of RMB 1.00 [2][19]. Group 2: Performance Commitment and Compensation - The performance commitment agreement was established between the company and Xuzhou Engineering Machinery Group, with specific profit and revenue targets set for the years 2021 to 2024 [4][14]. - The actual cumulative net profit for the equity performance commitment assets from 2021 to 2024 reached RMB 642,188.35 million, achieving a completion rate of 100.40% [14]. - The cumulative revenue share for intellectual property performance commitment assets was RMB 44,555.68 million, with a completion rate of 96.93%, indicating a shortfall that requires compensation [14]. Group 3: Impact and Future Arrangements - The share cancellation will not materially affect the company's financial status or operational results, nor will it harm the interests of shareholders, particularly minority investors [20]. - The company will proceed with necessary legal and regulatory changes following the share cancellation, including updating its registered capital and amending its articles of association [23].
华神科技: 第十三届监事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-01 16:35
Group 1 - The 16th meeting of the 13th Supervisory Board of Chengdu Huasheng Technology Group Co., Ltd. was held on August 1, 2025, via telecommunication, with all three supervisors present [1][2] - The Supervisory Board approved the performance commitment completion report for Tibet Kangyu Pharmaceutical Co., Ltd. for the year 2024, which showed a net profit of 16.7843 million yuan, falling short of the promised 20 million yuan, leading to a cash compensation requirement from Tibet Wan'an Pharmaceutical Information Consulting Co., Ltd. [1][2] - The Supervisory Board also approved the proposal to publicly transfer 51% of the equity of Tibet Kangyu, aligning with the company's future development plans and investment structure optimization [2]
天域生物科技股份有限公司关于公司提起诉讼的公告
Shang Hai Zheng Quan Bao· 2025-07-29 17:44
Core Viewpoint - The company, Tianyu Biotechnology Co., Ltd., has initiated a lawsuit to exercise its shareholder rights and obtain financial information from the target company, Qinghai Juzhiyuan New Materials Co., Ltd., in order to accurately calculate the cash compensation owed by Liu Bingsheng for unmet performance commitments [2][12]. Group 1: Background of the Lawsuit - On March 28, 2022, the company signed a strategic investment agreement with Qinghai Juzhiyuan and Liu Bingsheng, investing 210 million RMB for a 35% stake, with a performance commitment of 900 million RMB in net profit over three years [3][11]. - The agreement includes provisions for cash compensation if the performance commitments are not met, allowing the company to either repurchase shares or receive cash compensation for any shortfall [3][11]. Group 2: Progress of Compensation Recovery - In August 2023, the company filed for arbitration due to Qinghai Juzhiyuan's 2022 net profit loss and Liu Bingsheng's failure to fulfill compensation obligations, resulting in an arbitration ruling in June 2025 that ordered Liu Bingsheng to pay 43.2953 million RMB in cash compensation [4][5]. - The company has applied for enforcement of this ruling in July 2025, but the execution status remains uncertain as it is still under court review [4][5]. Group 3: Current Lawsuit Details - The lawsuit was filed in July 2025 at the Qinghai Delingha People's Court, with the company requesting access to financial reports and accounting records from 2022 to 2024 to verify the performance commitments [9][10]. - The company asserts its right to access these documents as a shareholder, emphasizing that the refusal to provide such information has severely harmed its legal rights [11]. Group 4: Impact on Financials - The impact of the lawsuit on the company's current or future profits remains uncertain as the case has not yet been heard in court [2][12]. - The company is committed to monitoring the lawsuit closely and will disclose updates as necessary to protect the interests of itself and its shareholders [12].
启迪设计: 关于启迪设计集团股份有限公司前期会计差错更正专项说明的鉴证报告
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The report provides a verification of the accounting error corrections made by Tsinghua Design Group Co., Ltd. for the years 2020 to 2022, ensuring compliance with relevant accounting standards and regulations [1][4]. Management's Responsibility - The management of Tsinghua Design is responsible for preparing the special explanation in accordance with various accounting standards and ensuring its accuracy and completeness [1][2]. Auditor's Responsibility - The auditors are tasked with providing a verification conclusion based on the execution of verification work, ensuring adherence to professional ethical standards [2][3]. Overview of Work - The verification was conducted following specific guidelines, including inquiries and examination of accounting records to ensure the accuracy of the accounting error corrections [2][3]. Verification Conclusion - The auditors concluded that the special explanation regarding the accounting error corrections is prepared in accordance with relevant regulations and accurately reflects the corrections made [3][4]. Reasons and Content of Accounting Error Corrections - The company identified several accounting errors related to revenue recognition and cost adjustments for various projects, leading to adjustments in revenue and costs for the years 2020 to 2022 [4][5]. Impact of Corrections on Financial Statements - The corrections affected the consolidated balance sheet and profit and loss statements for the years 2020 to 2022, with specific adjustments detailed for various financial metrics [5][6][7]. Performance Commitment Impact - The accounting error corrections will impact the performance commitments made during the major asset restructuring in 2018, with specific figures indicating the shortfall in meeting profit commitments [10][13].
启迪设计: 关于前期会计差错更正及追溯调整的公告
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The company has announced a correction of prior accounting errors and retrospective adjustments for financial statements from 2020 to 2023, ensuring compliance with relevant accounting standards and regulations [1][2][10]. Summary by Sections Reasons for Correction - The company conducted a thorough self-examination of its financial reports and identified accounting errors in its wholly-owned subsidiary, Shenzhen Jialida Energy Technology Co., Ltd., necessitating corrections and retrospective adjustments [1][2]. Impact on Financial Statements - **2020 Consolidated Balance Sheet Adjustments:** - Accounts Receivable decreased by CNY 1,270,637.67 to CNY 660,345,004.18 - Contract Assets decreased by CNY 299,624.21 to CNY 477,719,874.84 - Total Assets decreased by CNY 1,574,310.92 to CNY 2,751,564,423.06 - Total Equity decreased by CNY 1,574,310.92 to CNY 1,529,407,395.63 [2][3]. - **2020 Consolidated Income Statement Adjustments:** - Total Revenue increased by CNY 4,537,520.35 to CNY 1,854,467,370.65 - Total Costs increased by CNY 6,134,775.85 to CNY 1,634,531,834.65 - Net Profit decreased by CNY 1,574,310.92 to CNY 44,590,059.09 [3][4]. - **2021 Consolidated Balance Sheet Adjustments:** - Accounts Receivable decreased by CNY 9,459,278.06 to CNY 700,007,131.65 - Total Assets decreased by CNY 26,364,365.87 to CNY 3,416,677,366.76 - Total Equity decreased by CNY 24,781,156.31 to CNY 1,611,025,872.20 [3][4]. - **2022 Consolidated Income Statement Adjustments:** - Total Revenue increased by CNY 16,040,786.19 to CNY 1,871,230,233.75 - Net Profit increased by CNY 4,206,911.96 to CNY 8,842,363.49 [4][5]. - **2023 Consolidated Income Statement Adjustments:** - Total Revenue decreased by CNY 16,859,906.75 to CNY 1,579,749,836.17 - Net Profit decreased by CNY 15,814,407.49 to CNY -319,969,862.37 [6][7]. Impact on Performance Commitment - The company has highlighted that the retrospective adjustments will affect the performance commitments related to the acquisition of Shenzhen Jialida, which had a profit guarantee of CNY 42 million, CNY 54 million, CNY 68 million, and CNY 68 million for the respective years [9][10]. Audit and Compliance - The company engaged Lixin Accounting Firm to provide a verification report on the corrections, confirming that the adjustments comply with accounting standards and accurately reflect the company's financial status [2][10][11]. Internal Control and Future Measures - The company expressed its commitment to improving internal controls and enhancing the quality of financial disclosures to prevent future errors [11][12].
西部黄金: 西部黄金股份有限公司关于回购注销业绩补偿股份实施结果暨股份变动的公告
Zheng Quan Zhi Xing· 2025-07-21 16:34
Core Viewpoint - The company has completed the repurchase and cancellation of shares as a result of unmet performance commitments by its subsidiaries, leading to a reduction in total share capital and adjustments in share distribution [1][2][3]. Summary by Sections Repurchase and Cancellation Details - The company repurchased 6,682,313 shares from Xinjiang Nonferrous Metals Industry Group and Yang Shengrong at a total price of 1 RMB, which will be canceled [2][3]. - Following the repurchase, the total share capital of the company will change to 910,999,123 shares [2][4]. Performance Commitment Agreement - According to the performance commitment agreement, the subsidiaries were required to achieve a cumulative net profit of at least 331.3 million RMB for the years 2022 to 2024, which they failed to meet [3]. - As a result, Xinjiang Nonferrous and Yang Shengrong are obligated to compensate the company with shares, specifically 4,343,503 shares and 2,338,810 shares respectively [3]. Approval and Implementation - The repurchase plan was approved in meetings held on April 1, 2025, and subsequent shareholder meetings [2][4]. - The shares were officially transferred to the company's repurchase account as confirmed by the China Securities Depository and Clearing Corporation on July 18, 2025 [3][4]. Impact on Company Structure - The repurchase and cancellation of shares will not significantly affect the company's normal operations, financial status, or future development [4]. - The shareholding structure remains compliant with listing requirements, and there will be no change in control of the company [4]. Share Distribution Changes - The share distribution before and after the repurchase is detailed, showing a reduction in the total number of shares from 917,681,436 to 910,999,123 [4]. - The proportion of restricted shares will decrease from 25.47% to 24.92%, while unrestricted shares will increase from 74.53% to 75.08% [4].
宝鼎科技: 关于业绩承诺补偿股份回购注销完成暨控股股东及其一致行动人、持股5%以上股东及其一致行动人持股比例变动触及1%整数倍的公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Viewpoint - The announcement details the completion of the share repurchase and cancellation process related to performance commitment compensation, affecting the shareholding structure of Baoding Technology Co., Ltd. [1][2] Group 1: Share Repurchase and Cancellation - The company repurchased and canceled a total of 20,556,708 shares, reducing the total share capital from 408,542,039 shares to 387,985,331 shares [1][5][9] - The repurchase was executed at a total price of RMB 1.00, with the shares coming from two shareholders: Shandong Zhaojin Group Co., Ltd. and Zhaoyuan Yongyu Electronic Materials Co., Ltd. [5][8] Group 2: Performance Commitment and Compensation - The performance commitment agreement required the target company, Jinbao Electronics, to achieve specific net profit targets over three years, with total commitments of at least RMB 61,104.76 million [2][6] - The actual net profits achieved were significantly below the commitments, with a completion rate of only 33.80% over the three years [6] Group 3: Shareholding Structure Changes - Following the repurchase, the shareholding ratios of major shareholders changed, with Shandong Jindu State Capital Investment Group's stake increasing from 37.10% to 38.02%, and Zhubao Song's stake increasing from 21.61% to 22.76% [1][9] - The shareholding of Yongyu Electronic decreased from 8.83% to 5.04%, triggering a change that touches on the 1% integer multiple [1][9] Group 4: Financial Impact - The basic earnings per share increased from RMB 0.5898 to RMB 0.6382 following the share repurchase [9]
展鹏科技: 展鹏科技股份有限公司关于北京领为军融科技有限公司业绩承诺方完成业绩补偿的公告
Zheng Quan Zhi Xing· 2025-07-03 16:15
Core Viewpoint - The announcement details the performance commitment and compensation agreement between the company and Beijing Lingwei Junrong Technology Co., Ltd, highlighting the unmet profit targets for 2024 and the subsequent compensation actions taken by the performance guarantors [1][2][3] Performance Commitment Overview - The performance commitment agreement stipulates that the net profit for Lingwei Junrong from 2024 to 2027 should be no less than RMB 41 million, RMB 70 million, RMB 83 million, and RMB 93 million respectively, totaling at least RMB 287 million [2] Performance Completion Status - An audit by Tianzhi International Accounting Firm revealed that Lingwei Junrong achieved a net profit of RMB 24,270,514.90 for 2024, which is 59.20% of the committed target of RMB 41 million, resulting in a shortfall [2] - The compensation amount due from the performance guarantors is calculated to be RMB 16,952,687.06 [2] Compensation Progress - The company has formally urged the performance guarantors to fulfill their obligations, and it has been agreed that the compensation will be made in the form of equity [3] - The performance guarantors have transferred the corresponding equity to the company, completing the necessary registration procedures, resulting in the company holding 44.04% of Lingwei Junrong's equity and 70.41% of the voting rights [3]