In this transaction, Jacques Technology will pay the transaction counterparty the price of non-public issuance of shares. The calculation will be based on the confirmed transaction value, that is, 2,467.278 million yuan will be paid in the form of non-public issuance of shares, and the price of the shares received by the counterparty will be finalized. The following table shows:
After the completion of the acquisition, the major shareholder of Kemet will make a performance commitment, in which Lai Mingui’s performance commitment is: Komet’s audited net profit in 2017, 2018, and 2019 is specifically not less than RMB 100 million in 2017, 2017 The sum of 2018 is not less than 216 million yuan, and the sum of three years in 2017 and 2018 and 2019 is not less than 360 million yuan.
In addition, Shen Qi, Shen Yu’s performance commitments are: Komet’s audited net profit realized in 2017, 2018, 2019, and 2020 is specifically not less than RMB 100 million in 2017. The sum of 2017 and 2018 Not less than RMB 216 million, the sum of three years in 2017 and 2018 and 2019 shall not be less than RMB 360 million, and the sum of four years in 2017, 2018, 2019 and 2020 shall not be less than RMB 536.1 million. Promise to extend one year.
During the commitment period, if the actual net profit realized by Komet during the year did not reach the promised net profit, the listed company has the right to demand compensation from the obligor.
Since the listing of the IPO of Jacques, the controlling shareholder and actual controller of the listed company have been members of the Shen family consisting of Shen Qi, Shen Yu, Shen Xiqiang, Luo Ying and Dou Jingfang. Before the transaction, the five Shen family members held together. The number of shares of listed companies was 206,571,430 shares and the proportion of shares held was 60.08%. After the completion of the transaction, according to the determined transaction price, the Shen family members collectively held approximately 49.32% of the shares of the listed company, and the Shen family members were removed from the trading suspension. The shares of the listed company that acquired the underlying asset interests during the previous six months and during the suspension period are still the controlling shareholders and actual controllers of the listed company. Therefore, this transaction did not result in changes in the company’s control rights and does not constitute a reorganization listing.