Jinfu Technology (300128.SZ) announced on September 29 that the company, along with Taixing Dongzhi Industrial Development Co., Ltd. (referred to as 'Dongzhi Industrial'), Shanghai Shenjie Environmental Protection Technology Co., Ltd. (referred to as 'Shenjie Environmental' or 'the target company'), Zhang Siping, and Zhang Hezhao, intend to jointly sign the 'Equity Transfer Agreement of Shanghai Shenjie Environmental Protection Technology Co., Ltd.' The company plans to transfer 53.42% of the shares it holds in Shenjie Environmental at a price of 507.49 million yuan to Dongzhi Industrial; at the same time, the company plans to simultaneously transfer 7.16% of Shenjie Environmental shares held by Zhang Siping and Zhang Hezhao for compensation for performance commitments received from them. After the completion of this asset sale, the company will no longer hold any shares of Shenjie Environmental. According to the "Asset Valuation Report" No. S238 issued by Shenzhen Pengxin Asset Appraisal Land Real Estate Appraisal Co., Ltd., the total equity value of Shenjie Environmental as of December 31, 2023, was assessed at 945.62 million yuan. After negotiation among the parties involved in the transaction, the total equity value of Shenjie Environmental as of the end of 2023 was determined to be 950 million yuan.
According to the 'Equity Transfer Agreement of Shanghai Shenjie Environmental Protection Technology Co., Ltd.' that the company intends to sign with Zhang Siping and Zhang Hezhao (referred to collectively as the 'performance commitment party'), Dongzhi Industrial, and Shenjie Environmental, the performance commitment party confirms that the total amount of performance compensation payable to the company for the years 2022 and 2023 of Shenjie Environmental is 84.4468 million yuan. After deducting 16.4273 million yuan of the equity transfer payment that the company should pay to the performance commitment party, the actual amount of performance compensation payable by the performance commitment party to the company is 68.0195 million yuan. After discussion with all parties, the performance commitment party intends to offset the performance compensation by using its 7.16% stake in Shenjie Environmental (the proportion of compensatory shares calculated as 68.0195 million yuan / the negotiated total equity value of the target company 950 million yuan) and simultaneously transfer this portion of compensatory shares to Dongzhi Industrial at a price of 68.0195 million yuan. After this asset sale, if Shenjie Environmental's audited net income in 2024 does not reach 90% of the committed net income of 98 million yuan, which is 88.2 million yuan (including this amount), Dongzhi Industrial, as the buyer, agrees to advance the payment of the 2024 performance compensation of Shenjie Environmental to the company within 20 days after the company's 2024 annual report announcement. According to the calculation formula for the compensation amount stipulated in the 'Original Agreement,' the compensation amount = (98 million yuan - actual net income) × 1.742. Additionally, Dongzhi Industrial will seek recourse from the performance commitment party for this performance compensation.