业绩承诺补偿
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西部黄金: 西部黄金股份有限公司关于控股股东权益变动跨越5%整数倍暨回购注销业绩补偿股份进展的提示性公告
Zheng Quan Zhi Xing· 2025-06-12 11:30
Core Viewpoint - The announcement details the equity change of the controlling shareholder of Western Gold Co., Ltd., indicating a decrease in shareholding from 55.06% to 54.99% due to the repurchase and cancellation of performance compensation shares [1][2][3] Group 1: Equity Change Details - The controlling shareholder, Xinjiang Nonferrous Metals Industry (Group) Co., Ltd., and Yang Shengrong signed a performance compensation agreement for the subsidiaries, committing to compensate for any shortfall in net profit for the years 2022, 2023, and 2024 [1][2] - A total of 6,682,313 shares will be repurchased and canceled, with Xinjiang Nonferrous responsible for 4,343,503 shares and Yang Shengrong for 2,338,810 shares [2][3] - The repurchase will occur at a total price of 1 yuan, and the company has not received any requests from creditors for debt repayment or guarantees as of the announcement date [2][4] Group 2: Impact on Company Structure - The equity change does not trigger a mandatory tender offer and will not alter the controlling shareholder or actual controller, nor will it significantly impact the company's governance structure or ongoing operations [3][4] - After the completion of the share repurchase and cancellation, the company's registered capital will change to 910,999,123 yuan, with a total share capital of 910,999,123 shares [4]
西部黄金: 西部黄金股份有限公司简式权益变动报告书
Zheng Quan Zhi Xing· 2025-06-12 11:30
Core Viewpoint - The report outlines a reduction in the shareholding percentage of Xinjiang Nonferrous Metal Industry (Group) Co., Ltd. in Western Gold Co., Ltd. due to a share buyback and cancellation related to performance compensation agreements [1][4][8]. Group 1: Shareholding Changes - Xinjiang Nonferrous held 505,292,451 shares (55.06%) before the change and now holds 500,948,948 shares (54.99%), reflecting a decrease of 4,343,503 shares, which is a 0.07% change in ownership [7][12]. - The share buyback was executed at a total price of 1 yuan for the compensation shares [7]. Group 2: Purpose of the Shareholding Change - The purpose of the shareholding change is linked to the performance compensation obligations arising from asset purchase agreements and related transactions [6][8]. - The agreements include commitments from Xinjiang Nonferrous and Yang Shengrong regarding the net profits of Aktao Kobang Manganese Manufacturing Co., Ltd. and Aktao Baiyuanfeng Mining Co., Ltd. for the years 2022, 2023, and 2024 [7]. Group 3: Future Plans - As of the report date, Xinjiang Nonferrous has no specific plans to increase or decrease its shareholding in Western Gold over the next 12 months [6][9]. Group 4: Impact on the Company - The shareholding change will not alter the control structure of Western Gold, nor will it trigger a mandatory bid or significantly impact the company's governance or ongoing operations [8]. Group 5: Legal Compliance - The report confirms that all necessary authorizations and approvals for the shareholding change have been obtained, and the information disclosed is accurate and complete [2][10].
北京高能时代环境技术股份有限公司关于修订公司制度的公告
Shang Hai Zheng Quan Bao· 2025-06-11 21:30
Group 1 - The company held its 39th meeting of the 5th Board of Directors on June 11, 2025, where it approved the proposal to revise company regulations [1][18] - The revisions aim to enhance corporate governance and protect the rights of investors, especially minority shareholders [1][2] - The specific revised regulations include the rules for shareholder meetings, board meetings, independent director work, investor relations management, and related party transaction management [2][4] Group 2 - The company will hold its second extraordinary general meeting of shareholders on June 30, 2025, using both on-site and online voting methods [4][5] - The meeting will discuss several proposals, including those that require special resolutions and separate voting for minority investors [6][10] - The voting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for participation [7][8] Group 3 - The company approved a proposal to adjust its business scope and revise its Articles of Association during the same board meeting [21][41] - The adjustments to the business scope include new activities such as geological exploration services and various metal processing and trading activities [42][43] - The revisions to the Articles of Association will be comprehensive, and the company will not compare each item individually due to the full revision [43] Group 4 - The company announced a guarantee for its associate company, Jin Yu Environment, with a maximum amount of RMB 1.5 million, while the total guarantees provided by the company amount to RMB 128.49 billion, which is 142.04% of the company's latest audited net assets [48][49] - The company has no overdue guarantees and has provided a total of RMB 93.64 billion in guarantees to its subsidiaries [59][64] - The board of directors approved the guarantee proposal, which will also be submitted for shareholder approval [51][57]
高能环境: 高能环境关于控股孙公司业绩承诺补偿的进展公告
Zheng Quan Zhi Xing· 2025-06-11 12:22
Core Viewpoint - The company has decided to sell its 51% stake in its subsidiary, High Energy Lijia Medical Technology Co., Ltd., due to unmet performance targets and strategic misalignment, resulting in a cash recovery of approximately RMB 37.27 million [1][3][4]. Group 1: Acquisition and Performance Commitment - The company acquired a 51% stake in High Energy Lijia to extend its industrial chain and achieve a closed-loop resource utilization in the medical recyclable materials sector [1]. - High Energy Lijia has failed to meet its performance targets for two consecutive years, leading to the decision to sell the stake [2][3]. Group 2: Reasons for Share Transfer - The management of High Energy Lijia and the company found it difficult to align on development strategies and operational philosophies, prompting the sale [1][2]. - The sale price for the 51% stake is set at RMB 35.4762 million, and post-sale, High Energy Lijia will no longer be included in the company's consolidated financial statements [1][3]. Group 3: Performance Compensation Agreement - According to the original investment agreement, if High Energy Lijia fails to meet its performance commitments, the shareholder, Chen Ranhui, is obligated to provide cash or equity compensation [2]. - For the fiscal year 2023, High Energy Lijia reported a net profit of RMB 9.2367 million against a target of RMB 10 million, and for 2024, a profit of RMB 14.2802 million against a target of RMB 15 million [2]. Group 4: Impact of the Transaction - The transaction is viewed as a rational adjustment of the company's asset structure, aligning with its long-term strategic planning and alleviating financial burdens [4]. - The company expects that the sale will improve its profitability by divesting from underperforming assets [4]. Group 5: Approval Process - The independent directors and the board of directors approved the performance compensation and share transfer proposal during meetings held on June 11, 2025, with unanimous support [4][5].
高能环境: 高能环境第五届监事会第三十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-11 12:15
会议就下述事项作出如下决议: 一、审议通过《关于控股孙公司业绩承诺补偿进展的议案》。 证券代码:603588 证券简称:高能环境 公告编号:2025-037 北京高能时代环境技术股份有限公司 第五届监事会第三十次会议决议公告 本公司监事会及全体监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。 北京高能时代环境技术股份有限公司(以下称"公司"或"高能环境")第 五届监事会第三十次会议于 2025 年 6 月 11 日以现场结合通讯方式召开。监事会 于本次会议召开 5 日前以通讯方式通知全体监事,会议由公司监事会主席赵海燕 女士主持,全体监事认真审阅了会议议案,全部 3 名监事以记名投票的方式对会 议议案进行了表决,会议的召集召开符合《公司法》和《公司章程》的有关规定, 所作决议合法有效。 监事会认为:本次业绩承诺补偿及股权转让是基于客观经营现状做出的合理 调整,决策审慎,履行了必要的审议程序,具备合理性,符合公司和全体股东的 利益,不存在损害中小股东合法权益的情况。监事会同意本事项,并同意将该议 案提交公司股东大会审议。 表决结果:同意 3 票,反 ...
深桑达A: 平安证券关于深桑达发行股份购买资产并募集配套资金暨关联交易之部分限售股解禁的核查意见
Zheng Quan Zhi Xing· 2025-06-10 14:17
Core Viewpoint - The news discusses the approval and subsequent release of restricted shares for Shenzhen Sanda Industrial Co., Ltd. as part of its asset acquisition and fundraising activities, highlighting the performance commitments and the financial implications of the transaction [1][2]. Summary by Sections 1. Basic Situation of Restricted Shares Release - Shenzhen Sanda Industrial Co., Ltd. received approval from the China Securities Regulatory Commission to issue shares for asset acquisition and to raise up to RMB 2 billion [1]. - A total of 658,011,817 shares were issued to 15 parties, with 164,816,394 shares having a 12-month lock-up period that ended on May 18, 2022 [1][2]. 2. Listing and Circulation of Restricted Shares - The released shares include 493,195,423 shares from 10 parties, representing 43.34% of the company's total share capital, with 456,748,821 shares available for circulation, accounting for 40.14% of the total [2][3]. 3. Company Performance Commitments - The performance commitments for the acquired entity, referred to as "China System," include net profit targets of at least RMB 520 million, RMB 640 million, RMB 800 million, and RMB 870 million for the years 2021 to 2024, respectively [20][21]. 4. Compensation Mechanism for Performance Shortfalls - If the actual net profit falls short of the commitments, a compensation mechanism is in place, which includes the issuance of additional shares to cover the shortfall based on a specific formula [22][23]. 5. Changes in Share Capital Structure - Following the release of restricted shares, the total share capital remains at 1,137,959,234 shares, with no changes in the overall structure [6]. 6. Commitments to Maintain Independence - The involved parties have made commitments to maintain the operational, asset, personnel, and financial independence of Shenzhen Sanda, ensuring no illegal interference or resource occupation occurs [17][18].
鹏欣资源: 关于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标的资产业绩承诺补偿事项的进展公告
Zheng Quan Zhi Xing· 2025-06-10 13:43
Core Viewpoint - The announcement details the progress of performance commitment compensation related to the acquisition of Ningbo Tianhong Yihua Trading Co., Ltd. by Pengxin Resources, highlighting the company's efforts to ensure compliance with the performance commitment agreement and the ongoing negotiations with the counterparty for compensation fulfillment [1][5]. Group 1: Basic Information - Pengxin Resources acquired 100% equity of Ningbo Tianhong by issuing 220,265,693 shares and paying 400 million RMB in cash, gaining control over CAPM African Precious Metals Limited, which holds mining rights in South Africa [2]. - The performance commitment period for the acquisition was set from 2018 to 2024, with a cumulative net profit commitment of 194,386.08 million RMB as per the profit forecast audit report [2]. Group 2: Performance Commitment Achievement - As of December 31, 2024, the total equity value of the target company was assessed at 383,672.63 million RMB, indicating no impairment compared to previous evaluations [3]. - The actual net profit achieved during the commitment period was -36,423.93 million RMB, significantly below the committed amount, resulting in a difference of -230,810.01 million RMB [3]. Group 3: Compensation Arrangement - According to the performance commitment compensation agreement, the counterparty is obligated to compensate within 30 working days after the issuance of the special audit report, which is due by June 10, 2025 [4]. - The company has sent a reminder to the counterparty on April 27, 2025, regarding the fulfillment of compensation obligations, but has not yet received the compensation payment [4]. - The counterparty currently has 137,165,693 shares that are not under pledge or freeze, which is insufficient to cover the total compensation required [4]. Group 4: Ongoing Negotiations - The company is actively negotiating with the counterparty to confirm the compensation plan and its implementation [5]. - The company will closely monitor and urge the performance compensation party to fulfill their obligations, ensuring timely information disclosure based on the progress of the compensation matters [5].
*ST星光: 关于广州元生信息技术有限公司2024年业绩承诺实现情况及签订补偿协议的公告
Zheng Quan Zhi Xing· 2025-06-09 09:18
证券代码:002076 证券简称:*ST 星光 公告编号:2025-041 广东星光发展股份有限公司 关于广州元生信息技术有限公司 2024 年业绩承诺 实现情况及签订补偿协议的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载、误导性陈述或重大遗漏。 广东星光发展股份有限公司(以下简称"公司")于 2025 年 6 月 9 日召开 第七届董事会第六次会议,审议通过了《关于广州元生信息技术有限公司 2024 年业绩承诺实现情况及签订补偿协议的议案》,现将有关事项公告如下: 一、交易事项概述 公司于 2024 年 8 月 29 日、9 月 18 日分别召开第六届董事会第二十六次会 议和 2024 年第二次临时股东会,审议通过了《关于增资收购广州元生信息技术 有限公司 51%股权的议案》。公司全资子公司广东星光数科信息技术有限公司通 过收购股权及增资方式投资 1,000.00 万元人民币,获得广州元生信息技术有限公 司(以下简称"元生信息")51%股权。具体内容详见公司刊登于巨潮资讯网 (www.cninfo.com.cn)的《关于增资收购广州元生信息技术有限公司 51%股权的 公告》 ...
国瑞科技刚“摘帽”即有股东拟减不超3%股份,公司财报曾作假,净利润连续多年为负
Shen Zhen Shang Bao· 2025-06-06 06:57
Core Viewpoint - Guorui Technology (300600) is undergoing significant changes, including a planned share reduction by a major shareholder and recent financial challenges, which may impact its future performance and investor sentiment [1][2][3][4] Shareholder Actions - Major shareholder Gong Ruiliang plans to reduce his stake by up to 8.83 million shares, representing 3% of the total share capital, within three months starting from June 27, 2025 [1] - The reduction will occur through centralized bidding and block trading, with a limit of 1% through centralized bidding and 2% through block trading [1] - The reason for the reduction is to meet performance commitment compensation and funding needs [1] Regulatory and Legal Issues - The company received an administrative penalty from the China Securities Regulatory Commission (CSRC) for participating in a false self-circulation business, leading to a change in its stock designation from "Guorui Technology" to "ST Ruike" [2] - The company has corrected prior accounting errors and adjusted financial statements for 2020 to 2023 [2] - There are ongoing investor lawsuits related to securities false statements, with five cases filed totaling approximately 825,063.2 yuan, and the company has estimated potential compensation losses of 7.76 million yuan [3] Financial Performance - In 2024, Guorui Technology reported revenue of 278 million yuan, a year-on-year increase of 41.49%, but still posted a net loss of 38 million yuan, a decrease of 64.56% compared to the previous year [4] - For Q1 2025, the company achieved total revenue of 56.28 million yuan, a 5.30% increase year-on-year, but incurred a net loss of 4.56 million yuan, compared to a profit of 0.07 million yuan in the same period last year [4] - The company continues to face significant challenges in profitability, with net profits remaining negative for several consecutive years [4]
中文天地出版传媒集团股份有限公司2024年年度权益分派实施公告
Shang Hai Zheng Quan Bao· 2025-06-05 19:22
Core Points - The company announced a cash dividend distribution of 0.40 yuan per share for the fiscal year 2024, approved at the annual shareholders' meeting on May 9, 2025 [2][4] - The total cash dividend to be distributed amounts to approximately 558 million yuan, based on a total share capital of 1,395,022,307 shares [4] Distribution Plan - The cash dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the day before the dividend record date [3] - The distribution will be executed through the clearing system of the China Securities Depository and Clearing Corporation, with shareholders able to receive their dividends at their designated securities firms on the payment date [5] Taxation Details - For individual shareholders holding shares for over one year, the cash dividend is exempt from personal income tax, resulting in a net distribution of 0.40 yuan per share [9] - For shares held for less than one year, the company will not withhold personal income tax at the time of distribution, but tax will be calculated based on the holding period when shares are sold [10] - Qualified Foreign Institutional Investors (QFII) will have a 10% withholding tax applied, resulting in a net dividend of 0.36 yuan per share [10] Compensation Obligations - The company has a performance compensation obligation totaling approximately 262 million yuan due to unmet performance commitments from a previous asset acquisition, which will involve the repurchase and cancellation of shares [11] - The cash dividends associated with these repurchased shares, amounting to approximately 11 million yuan, will be returned to the company after the repurchase is completed [11][12]