After receiving the attention letter from the exchange, the related party acquisition counterparty of Enjie shares added performance commitment

On October 16, China.com Finance (reporter Liu Xiaofei), after receiving the concern letter from Shenzhen Stock Exchange, Enjie shares signed the Performance Commitment Compensation Agreement with the counterparty.

The announcement mentioned that the underlying equity of this related party transaction is 3.25% equity and 1.53% equity of Shanghai Enjie held by Ms. Yan Ma and Mr. Alex Cheng. In order to further protect the interests of listed companies and the legitimate rights and interests of minority shareholders, on October 13, 2023, Enjie Shares signed the Performance Commitment Compensation Agreement with the counterparty, and the counterparty voluntarily made performance compensation commitments.

The main content of the Performance Commitment Compensation Agreement is that if the delivery of the underlying equity is completed within 2023, the performance commitment period will be 2023, 2024 and 2025, and the performance compensation obligor promises that the net profit attributable to the parent of Shanghai Enjie in each year will not be less than 4.476 billion yuan, 5.578 billion yuan and 6.687 billion yuan. The total net profit attributable to the parent company realized during the performance commitment period is not less than 16.742 billion yuan,

If the delivery of the underlying equity is completed in 2024, the performance commitment period will be 2024, 2025 and 2026, and the performance compensation obligor promises that the net profit attributable to the parent company of Shanghai Enjie in each year will not be less than 5.578 billion yuan, 6.687 billion yuan and 7.724 billion yuan. The total net profit attributable to the parent company realized during the performance commitment period is not less than 19.989 billion yuan.

On the evening of September 28, Enjie Shares announced that it planned to acquire 4.78% of the equity of Shanghai Enjie from the related parties Yan Ma and Alex Cheng for 2.613 billion yuan. The transaction was evaluated by income method on April 30, 2023 as the base date of evaluation. The evaluated value of total shareholders' equity was 54.7 billion yuan, and the evaluated value added was 43.1 billion yuan, with a value added rate of 371.58%. Shenzhen Stock Exchange has previously issued a letter of concern to Enjie Shares, requiring it to disclose the specific reasons and rationality of Yan Ma and Alex Cheng's failure to provide profit guarantee, performance commitment or repurchase commitment for the subject matter of the transaction within a certain period when they purchased assets from related parties and the assessment premium rate exceeded 100%, And asked them to explain whether the transaction can fully protect the interests of listed companies and the legitimate rights and interests of minority shareholders.

In the reply announcement to the concern letter of Shenzhen Stock Exchange, Enjie shares also explained the rationality and necessity of acquiring minority shares of Shanghai Enjie from related parties at a higher premium at the current time point. Enjie shares believe that after the completion of this transaction, the corresponding minority shareholders' equity held by Yan Ma and Alex Cheng will all belong to the company, which is conducive to further increasing the equity attributable to listed companies; After the completion of this transaction, Shanghai Enjie and its subsidiaries will no longer pay interest to the company on related current borrowings, and the company's consolidated tax costs will be reduced; After the completion of this transaction, the capital transaction review procedure can be greatly simplified, so as to improve the efficiency of the company's business decision-making. It is of commercial necessity for the company to acquire minority shares of Shanghai Enjie.

key word: achievement stock right Subject Shanghai