Compensation for the performance of Sun Bo Rong, the actual controller of the subsidiary’s loss correction of Tianze information

Shenzhen Stock Exchange recently released the gem concern letter ([2020] No. 521), which shows that on November 27, 2020, Tianze Information Industry Co., Ltd. (hereinafter referred to as “Tianze information”, 300209. SZ) disclosed the implementation of the voluntary performance commitment of Listed Companies in issuing shares and paying cash to purchase assets and raising supporting funds and related transactions and the related industries involved The net profit of Yuanjiang Information Technology Co., Ltd. (hereinafter referred to as “Yuanjiang information”) after deducting non recurring losses in 2018 and 2019 is 45.4044 million yuan and – 69.1967 million yuan respectively, and the performance compensation obligations of sun Borong and Chen Jin in corresponding years are corrected accordingly. The management department of gem company of Shenzhen Stock Exchange expressed concern about this and asked the company to check and explain the following items: < / P > < p > 2. Check the above corrections in combination with the specific situation of the above corrections, relevant agreements and arrangements, as well as the proposal on the adjustment of compensation scheme for voluntary performance commitment of Listed Companies in this reorganization, which was deliberated and approved by the third extraordinary general meeting of shareholders in 2019 Whether it has an impact on the performance compensation period of Sun Bo Rong and Chen Jin, and whether the company needs to adjust the specific performance compensation period of Sun Bo Rong and Chen Jin accordingly. < / P > < p > the Shenzhen stock exchange requires the company to make a written explanation on the above matters, ask lawyers to check and express clear opinions, and submit and disclose the relevant explanatory materials before December 3, 2020, with a copy to the supervision department of listed companies of Jiangsu securities regulatory bureau. According to the inquiry of China Economic Net, Tianze information was founded on May 25, 2000 with a registered capital of 424 million yuan, and was listed on Shenzhen Stock Exchange on April 26, 2011. As of September 30, 2020, Wuxi Zhongzhu Group Co., Ltd. is the largest shareholder, holding 49.3656 million shares, accounting for 11.65%. From July 20, 2018 to June 28, 2020, Chen Jin is the chairman of Tianze information. Xiao Siqing has been the chairman and general manager of the company since June 30, 2020, and his term of office is until June 28, 2023. < / P > < p > according to the report on issuing shares and paying cash to purchase assets and raise matching funds and related party transactions (Revised Draft) issued by Tianze information on November 28, 2018, the company plans to purchase 99.9991% of the total equity of Shenzhen youkeshu Technology Co., Ltd. from 32 counterparties such as Xiao Siqing by means of issuing shares and paying cash, and plans to purchase 99.9991% of the total equity of Shenzhen youkeshu Technology Co., Ltd The total price of the production is 3.4 billion yuan. Among them, 2.979 billion yuan was paid by issuing shares, accounting for 87.61% of the transaction consideration, and the remaining 12.39% was paid by 421 million yuan in cash. In addition, the company plans to issue shares to no more than 5 (including 5) qualified specific objects by way of inquiry to raise matching funds of no more than 1.3 billion yuan to pay the cash consideration of the transaction, transaction related expenses and the project construction of the target company. Haitong Securities Co., Ltd. < / P > < p > on May 25, 2018, Tianze information of Party A, 32 shareholders (compensation obligors) of Party B, sun birong and Chen Jin of Party C signed the profit compensation agreement. Party B promised that the actual net profit of the target company attributable to the shareholders of the parent company in 2018, 2019 and 2020 would not be less than RMB 260 million, RMB 330 million and RMB 410 million respectively. In addition, sun Borong and Chen Jin of Party C promise to the company that the net profit of Yuanjiang Information Technology Co., Ltd., a subsidiary of Party A, after deducting non recurring losses in 2018 and 2019 will not be less than 145 million yuan per year on the premise of the completion of this transaction. Before the transaction, the total number of shares of the company was 291 million shares. Sun birong directly held 32.6977 million shares of the company, and indirectly held 62.0849 million shares of the company through the company’s controlling shareholder, Zhongzhu group, holding 32.61% of the voting rights of the company. He is the actual controller of the company. < / P > < p > the announcement on the adjustment of compensation scheme for voluntary performance commitment of Listed Companies in this restructuring issued by Tianze information on June 11, 2019 shows that according to the audit report issued by Su yajincheng, the net profit of Yuanjiang information in 2018 after deducting non recurring losses is 44.7999 million yuan, which is the same as the net profit of Listed Companies in 2018 promised in the profit compensation agreement Due to the decrease of 4G investment and construction scale during the reporting period, 5g investment is still in the initial stage of planning; meanwhile, the bad debt provision based on the bad debt policy of receivables increased by about 50 million yuan compared with the same period last year. According to the “profit compensation agreement” signed by all parties of youkeshu restructuring on May 25, 2018, Yuanjiang information has not completed its performance commitment in 2018, so sun birong and Chen Jin will undertake the compensation obligation for the difference in the current year according to their respective shareholding proportion of Tianze information, including: sun birong’s cash compensation of 72.6952 million yuan and Chen Jin’s cash compensation of 27.5049 million yuan. < / P > < p > Tianze information released on November 27, 2020 the correction announcement on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and the realization of voluntary performance commitments and related performance compensation of Listed Companies in related transactions, which shows that after the correction of the company’s voluntary performance commitments, Sun Bo Rong and Chen Jin should be lower than the company’s in cash The company compensated the company for the difference of the company’s committed performance in 2018 with a total of 99.5956 million yuan, including 72.2566 million yuan for sun Borong and 27.339 million yuan for Chen Jin in cash; and compensated the company for the difference of the company’s committed performance in 2019 with a total of 214 million yuan in cash, including 155 million yuan for sun Borong and 58.797 million yuan for Chen Jin in cash 0 million yuan. To sum up, sun Borong and Chen Jin should compensate the company in cash for the total difference of 314 million yuan that is lower than the company’s committed performance in 2018 and 2019, including 228 million yuan for sun Borong and 86.136 million yuan for Chen Jin. < / P > < p > on November 27, 2020, your company disclosed the correction announcement on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and the realization of voluntary performance commitment and related performance compensation of Listed Companies in related transactions, and the non recurring deduction realized by the subsidiary Yuanjiang Information Technology Co., Ltd. (hereinafter referred to as “Yuanjiang information”) in 2018 and 2019 The net profit after the loss is 45.4044 million yuan and – 69.1967 million yuan respectively, and the corresponding performance compensation obligations of Sun Bo Rong and Chen Jin are corrected accordingly. Our department is concerned about this. Please check and explain the following items: < / P > < p > 2. In combination with the specific situation of the above correction, relevant agreements and arrangements, as well as the proposal on the adjustment of compensation scheme for voluntary performance commitment of Listed Companies in this reorganization deliberated and approved by the third extraordinary general meeting of shareholders in 2019, check whether the above correction is beneficial to Sun Bo Rong and Chen Bo Rong And whether your company needs to adjust the specific performance compensation period of Sun Bo Rong and Chen Jin accordingly. < / P > < p > please make a written explanation on the above matters, ask your lawyer to check and express a clear opinion, and submit the relevant explanatory materials to our department for disclosure before December 3, 2020, with a copy to the supervision department of listed companies of Jiangsu securities regulatory bureau. < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. 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