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晶科能源出售子公司:11亿元转让款遭拖欠近一年 买家已承诺分期支付
Mei Ri Jing Ji Xin Wen· 2025-06-23 14:59
Core Viewpoint - JinkoSolar is facing significant financial challenges due to delayed payments from the buyer of its subsidiary, with a total of 11 billion RMB owed and an additional performance compensation of 3.9 billion RMB required [1][4][5] Group 1: Financial Transactions - JinkoSolar sold its subsidiary, Xinjiang Shibang Photovoltaic Technology Co., Ltd., for a total of 4.3 billion RMB, with payments structured in three phases [2] - The first payment of 1.2 billion RMB was received, but the second payment of 1.5 billion RMB has not been fully paid, with only 394 million RMB received to date [2][3] - The buyer, Sichuan Shiyang Green Energy Technology Co., Ltd., has committed to pay the remaining amount in installments, with 1.06 billion RMB due in 2025 and 1 billion RMB due from 2026 to 2028 [3] Group 2: Performance Compensation - JinkoSolar is obligated to pay a performance compensation of 3.9 billion RMB if the subsidiary does not meet the agreed net profit target of 500 million RMB for 2024 [4][5] - The company has recognized a financial liability of approximately 600 million RMB related to this performance compensation in its financial statements [5] - JinkoSolar has stated that it will not pay the performance compensation until the buyer fulfills its payment obligations for the second phase of the equity transfer [5]
至正股份面临1.44亿元仲裁纠纷
Ju Chao Zi Xun· 2025-06-21 07:38
Core Viewpoint - The company, Zhizheng Co., has received an arbitration notice from the Shenzhen International Arbitration Court regarding a dispute over equity transfer with SUCCESS FACTORS LIMITED, which has requested approximately 144 million RMB in compensation and related fees [1][2]. Group 1: Arbitration Details - The arbitration request includes claims for overdue payment fees, attorney fees, preservation fees, and property preservation liability insurance fees [1]. - The arbitration case is still pending, and its impact on the company's current or future profits remains uncertain until a ruling is made [1][2]. Group 2: Background of the Dispute - The dispute originated from Zhizheng Co.'s acquisition of a 51% stake in Suzhou Juyun Technology Co., a semiconductor equipment manufacturer, in 2023 [1]. - In April 2025, Zhizheng Co. began preparations to acquire an additional 49% stake in Suzhou Juyun after receiving a notification from SUCCESS FACTORS, and has been in negotiations regarding the acquisition terms [1][2]. Group 3: Financial Performance and Commitments - According to the asset purchase agreement, the original shareholders of Suzhou Juyun, SUCCESS FACTORS, committed to net profits (excluding non-recurring gains and losses) of at least 13.5 million RMB, 18.9 million RMB, and 26.46 million RMB for the years 2022, 2023, and 2024, respectively [2]. - The actual net profit for Suzhou Juyun in 2024 was reported at 26.1345 million RMB, falling short of the performance commitment, resulting in a compensation obligation of 660,000 RMB from SUCCESS FACTORS to Zhizheng Co. [2]. Group 4: Company Response - Zhizheng Co. has stated that it will take effective measures to protect the rights of the company and its minority shareholders, asserting that the arbitration will not significantly impact its normal business operations, and that Suzhou Juyun's production activities are currently running normally [2].
鹏欣资源: 关于上海证券交易所对公司2024年年度报告的信息披露监管工作函回复的公告
Zheng Quan Zhi Xing· 2025-06-20 13:47
Core Viewpoint - The company has received a regulatory inquiry from the Shanghai Stock Exchange regarding its 2024 annual report disclosures, particularly focusing on its trading business and the recognition of revenue from standard warehouse receipt transactions. Group 1: Trading Business Overview - In the first half of 2024, the company's trading business revenue was 637 million yuan, which significantly increased to 2.602 billion yuan in the second half [1] - The total revenue from trading activities for 2024 was 3.268 billion yuan, with standard warehouse receipt transactions contributing 1.814 billion yuan [1] - The average gross margin for most traded products was less than 0.2%, with an overall average gross margin of -0.3%, a decrease of 0.71 percentage points year-on-year [1] Group 2: Revenue Recognition and Accounting Practices - The company distinguishes between standard warehouse receipt business and other forms of trading, providing detailed disclosures on the top ten customers and suppliers, product types, transaction amounts, and relationships [1] - Revenue from non-financing trading is recognized using the gross method, while financing trading is recognized using the net method [4] - The company has implemented various internal controls to ensure the accuracy of revenue recognition related to metal trading, including analyzing the timing of control transfer and verifying supporting documents [7] Group 3: South African Onikin Mine Operations - The company has invested 26 million yuan in the Onikin Mine, with a book value of fixed assets at 128 million yuan and intangible assets (mining rights) at 4.3 million yuan [1] - Cumulative investments in the Onikin Mine from 2018 to 2024 amounted to 1.113 billion yuan, with significant expenditures on mining engineering and construction [8] - The company has faced challenges in resuming operations at the Onikin Mine due to various external factors, including public health events and changes in national policies [9] Group 4: Future Development Plans - The company plans to focus on the Tau Mine and 6th well for resource extraction in 2025, with a projected investment of approximately 27 million USD for the Tau Mine and 35 million USD for the W Mine over the next three years [9] - The development of the Onikin Mine is contingent on the company's financial situation, with ongoing assessments of the feasibility of various mining projects [9]
ST华通: 关于定向回购注销业绩补偿股份减资暨通知债权人的公告
Zheng Quan Zhi Xing· 2025-06-19 12:57
Core Points - Zhejiang Century Huatong Group Co., Ltd. has announced a plan for a directed buyback and cancellation of performance compensation shares, which was approved in meetings held on May 30, 2025, and June 19, 2025 [1][2] - The company will repurchase a total of 126,627,700 shares at a total price of RMB 1.00, which represents a significant portion of the company's total share capital prior to the buyback [2] - The buyback will lead to a reduction in the company's registered capital, and creditors have a 30-day period from notification to claim their debts or request guarantees [2][3] Company Information - The company will apply to the China Securities Depository and Clearing Co., Ltd. for the cancellation of the performance compensation shares and will fulfill its information disclosure obligations after the implementation is completed [4] - Creditors must provide valid documentation to assert their claims, and the submission period for claims is from June 20, 2025, to August 3, 2025 [3][4]
精研科技: 关于中证中小投资者服务中心《股东质询函》的回复公告
Zheng Quan Zhi Xing· 2025-06-19 11:00
江苏精研科技股份有限公司(以下简称"公司"、 月 13 日收到中证中小投资者服务中心(以下简称"投服中心")《股东质询函》 (投服中心行权函【2025】15 号),因公司尚存在业绩承诺未履行事项,投服中 心依法行使股东质询权。公司高度重视,经认真分析,现就函件提出问题回复并 公告如下: 证券代码:300709 证券简称:精研科技 公告编号:2025-028 江苏精研科技股份有限公司 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。 "精研科技")于 2025 年 6 【问题】 司 60%股权,由于未达成约定的业绩指标,补偿义务人许明强、陈明芳、严伟军、 何浪应向你公司支付业绩补偿款 4.61 亿元,截至 2023 年年报,尚余 3.6 亿元补 偿款未支付。2024 年 4 月,公司披露二审终审判决陈明芳应支付业绩补偿款及 相关诉讼费用 9,000 余万元。但是,根据业绩补偿条款,许明强、严伟军、何浪 尚欠你公司 2.7 亿元业绩补偿款,公司始终未对三人提起诉讼,仅在 2024 年年 报中表示持续与许明强、严伟军、何浪保持沟通、协商,寻找各种可能的股东利 益最大化 ...
超2亿业绩补偿款只补了4000万 东方智造控股股东被责令改正!公司曾多次催款未果
Xin Lang Zheng Quan· 2025-06-18 06:52
Group 1 - The Guangxi Securities Regulatory Bureau announced corrective measures against Kexiang High-tech Development Co., Ltd. for failing to fulfill performance commitments related to the restructuring of Dongfang Zhizao [1][2] - Kexiang High-tech, as the restructuring investor for Dongfang Zhizao, committed to a net profit of no less than 250 million yuan over three fiscal years post-restructuring, but only achieved a total of 38.85 million yuan, falling short by 211 million yuan [2][3] - As of the announcement date, Kexiang High-tech had paid 40 million yuan towards the performance compensation but failed to pay the full amount by the deadline of May 28, 2025, constituting a violation of regulatory commitments [2][3] Group 2 - The performance compensation issue dates back to the restructuring plan announced by Dongfang Zhizao in 2021, which identified Kexiang High-tech as the controlling shareholder [3] - Dongfang Zhizao had previously communicated with Kexiang High-tech multiple times to urge compliance with performance commitments and to clarify asset status [3] - Kexiang High-tech indicated intentions to fulfill its obligations, including potential asset disposals to cover the performance shortfall, but discussions with relevant parties are still ongoing [3]
东方智造: 关于控股股东收到中国证券监督管理委员会广西监管局《行政监管措施决定书》的公告
Zheng Quan Zhi Xing· 2025-06-16 09:11
Core Viewpoint - The announcement details the administrative regulatory measures taken by the Guangxi Securities Regulatory Bureau against the controlling shareholder of Guangxi Dongfang Zhizao Technology Co., Ltd., due to failure to meet performance commitments related to a restructuring plan [1][2]. Group 1: Administrative Measures - The controlling shareholder, Kexiang High-tech Development Co., Ltd., received an administrative regulatory decision for failing to fulfill a commitment to achieve a net profit of at least 250 million yuan over three fiscal years [1]. - The actual net profit reported for the years 2022 to 2024 was 38,850,074.57 yuan, resulting in an unmet performance commitment of 211,149,925.43 yuan [1][2]. - Kexiang High-tech has paid 40 million yuan in performance compensation but has not fully paid the required amount by the deadline of May 28, 2025 [2]. Group 2: Company Response and Impact - The company stated that the regulatory measures will not affect its normal production and operational activities [2]. - The board of directors will ensure compliance with regulations and maintain communication with the controlling shareholder to urge the fulfillment of performance compensation obligations [2]. - The company will take further actions based on the progress of the performance compensation and will fulfill its information disclosure obligations as required by law [2].
被上市公司收购七年,创始人还要花千万去打官司拿钱
Sou Hu Cai Jing· 2025-06-11 12:37
Acquisition Overview - The acquisition of Tian Di Xiang Yun by Kewha Data involved a two-step process, with the first step completed in November 2016 for 25% equity at a price of 90 million yuan [2][3] - The second step occurred in March 2017, acquiring 75% equity for a total price of 637.5 million yuan, with payments structured in three phases [3][4] Performance Guarantees and Compensation - The performance guarantees for the years 2017 to 2019 included net profit commitments of 50 million, 70 million, and 90 million yuan respectively, totaling 210 million yuan [5][6] - If the cumulative net profit fell below the promised total after three years, performance compensation would be required [7][8] - Compensation for underperformance would be calculated based on the acquisition price rather than profit shortfall [9] Control and Management - Post-acquisition, Kewha Data held 100% ownership of the target company, with the founding team transitioning to managerial roles [15][16] - The board consisted of three members, with Kewha Data appointing two and the founding team appointing one [17] Stock Unlocking Conditions - 70% of the acquisition payment was to be used for purchasing Kewha Data's stock, with unlocking conditions tied to performance metrics for each year [19][22] - The actual unlocking of stocks faced delays, leading to legal disputes [24][30] Legal Disputes and Outcomes - The founding team initiated multiple lawsuits against Kewha Data over stock unlocking issues, with the first lawsuit filed in July 2019 [37][38] - The courts ruled that Kewha Data was not obligated to unlock stocks unless requested by the management team [44][45] - The founding team faced significant legal costs, with outcomes often unfavorable, leading to financial losses [52][70] Performance Compensation Issues - Kewha Data claimed that the target company’s cumulative net profit was 190 million yuan, falling short of the promised 210 million yuan, resulting in a demand for compensation of 53.8 million yuan [53][54] - The founding team argued that management fees and stock incentive costs should not be included in the profit calculations, but the court upheld Kewha Data's position [59][62] Competition and Legal Restrictions - The agreement included non-compete clauses for the core team, but disputes over stock unlocking led to early departures and subsequent legal actions [71] - The court ruled that only one individual violated the non-compete agreement, resulting in minimal compensation awarded to Kewha Data [72] Stock Freezing and Compensation Claims - Kewha Data sought compensation for stock freezing, which was ultimately ruled against by the court, citing that stock price fluctuations are speculative [75] - The founding team later pursued compensation for losses incurred due to the freezing of stocks, but the court dismissed the claims [76] Key Takeaways for Founders - Founders should be cautious about performance guarantees and ensure clarity in contracts regarding stock unlocking and compensation mechanisms [79][84] - Legal disputes can lead to significant financial burdens, emphasizing the importance of professional legal and financial advice during acquisitions [88][90]
创新新材: 2024年年度权益分派实施公告
Zheng Quan Zhi Xing· 2025-06-05 09:15
创新新材料科技股份有限公司 证券代码:600361 证券简称:创新新材 公告编号:2025-043 创新新材料科技股份有限公司 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: 本次利润分配方案经公司2025 年 5 月 15 日的2024年年度股东大会审议通过。 二、 分配方案 ? 每股分配比例 A 股每股现金红利0.0808元 ? 相关日期 | 股份类别 | 股权登记日 | | 最后交易日 | 除权(息)日 | 现金红利发放日 | | --- | --- | --- | --- | --- | --- | | A股 | 2025/6/12 | - | 2025/6/13 | 2025/6/13 | | ? 差异化分红送转: 是 一、 通过分配方案的股东大会届次和日期 截至股权登记日下午上海证券交易所收市后,在中国证券登记结算有限责任 公司上海分公司(以下简称"中国结算上海分公司")登记在册的本公司全体股东。 公司于 2025 年 4 月 23 日、2025 年 5 月 15 日召开第八届董事会第二十次会议、 ...
元成环境股份有限公司关于转让控股子公司硅密电子股权及业绩补偿进展的公告
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:603388 证券简称:*ST元成(维权) 公告编号:2025-056 元成环境股份有限公司 关于转让控股子公司硅密电子股权及业绩补偿进展的公告 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: ● 元成环境股份有限公司(以下简称"公司")前期收购硅密(常州)电子设备有限公司(以下简称"硅 密电子"或"交易标的")51%股权,2024年因公司资金流动性面临重大挑战,未能按照约定及时支付股 权转让进度款,因此2025年1月 YOYODYNE,INC.提起诉讼并主张了损失赔偿,同时硅密电子存在2024 年度业绩承诺无法完成的情况。结合行业竞争、市场环境、经营管理等方面的不确定因素,公司决定向 YOYODYNE,INC.转让硅密电子51%股权,本次股权转让价格按评估价进行转让,硅密电子51%股权对 应评估价值为9,333.00万元。本次股权转让有利于公司及时止损,降低投资运营风险,集中优势资源, 聚焦主营业务加速发展;也为公司减轻了支付股权转让款的压力、降低了 ...