According to the China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") "Listed Companies Supervision Guide No. 4 - Listed Companies' Actual Controllers, Shareholders, Related Parties, Purchasers and Listed Companies Commitment and Performance" (hereinafter referred to as "regulation" "Guidelines" and the requirements of the China Securities Regulatory Commission Fujian Supervision Bureau for the notice, Furi Electronics to the company and the actual controller Fujian Electronic Information (Group) Co., Ltd. (hereinafter referred to as "Electronic Information Group"), controlling shareholder Fujian Furi Group Co., Ltd. (hereinafter referred to as "Furi Group") and its related parties' commitments and performance over the years have conducted self-examination and issued specific commitments as of the end of 2013.
For the investment and business of the LED industry, Furi Electronics has a special commitment as follows:
1. The company's only business platform for LED packaging, application products and engineering projects controlled by the company.
2. When one of the following conditions is achieved, the company will transfer the entire equity of Fujian Province Cross-Strait Lighting Energy Saving Technology Co., Ltd. to Furi Electronics. The specific pricing will be determined by both parties according to the actual situation: (1) From the date of issuance of this commitment (2) Determine or reasonably predict that Fujian Provincial Cross-Strait Lighting Energy Saving Technology Co., Ltd. will achieve an annual net profit of 10 million yuan.
3. As a shareholder of Fujian Zhaoyuan Optoelectronics Co., Ltd. (hereinafter referred to as “Zhaoyuan Optoelectronicsâ€) (holding 36.52%), after the total investment of the Zhaoyuan Optoelectronics LED Epitaxial Wafer (MOCVD) project is completed and the benefits are realized, the company will The entire shareholding of Zhaoyuan Optoelectronics is transferred to Furi Electronics, and the specific pricing is determined by both parties based on actual conditions.
4. According to the regulations of Zhaoyuan Optoelectronics, the company has one-vote veto on the decision-making of major issues such as Zhaoyuan Optoelectronics Investment. Before the equity of Zhaoyuan Optoelectronics held by our company was not transferred to Furi Electronics, if Zhaoyuan Optoelectronics plans to engage in LED packaging and application products business (including but not limited to the current acquisition of Shenzhen Mairay Optoelectronics Co., Ltd. Mainly engaged in LED display business), the company promised to exercise the above-mentioned one-vote veto, so Zhaoyuan Optoelectronics will not compete with Furi Electronics in LED packaging and application products. â€
Commitment to fulfillment: The above commitments are being fulfilled and there is no violation of the commitments. Among them, Fujian Province Cross-Strait Lighting Energy-saving Technology Co., Ltd. and Zhaoyuan Optoelectronics have not reached the transfer conditions promised by Electronic Information Group, so they have not transferred the equity of the above two companies to the company.
Chen Zebo, Chen Tao, Shi Jiangong, Shenzhen Mairui Optoelectronics' commitment and compensation for performance
Commitment: On July 12, 2013, the company signed an “Equity Transfer Agreement†with Chen Zebo, Chen Tao, Shi Jiangong, and Shenzhen Mairuiguang Investment Partnership (Limited Partnership) (hereinafter referred to as “Chen Zebo and other related partiesâ€). The company acquired the capital contribution of Shenzhen Mairui Optoelectronics Co., Ltd. (hereinafter referred to as “Mai Rui Optoelectronicsâ€) of RMB 34.15 million (accounting for 92.80% of the registered capital) (hereinafter referred to as “this transactionâ€). Pursuant to the provisions of the above agreement, the company and the counterparty signed the “Performance Commitment and Compensation Agreement†on August 9, 2013, and signed the Supplementary Agreement on the Performance Commitment and Compensation Agreement on December 14, 2013. The loan is used as an agreement for performance guarantee compensation, as a supplementary agreement to the Equity Transfer Agreement. Among them, the main contents of the commitment are as follows:
(1) Performance commitment
If the transaction is completed in 2013, the transaction is completed on the date of completion of the industrial and commercial change registration of the company's purchase of Mairui Optoelectronics. Chen Zebo and other related parties guarantee that Mairay Optoelectronics after the completion of this transaction should achieve the following performance targets: (1) The net profit attributable to owners of the parent company in 2013, 2014 and 2015 is not less than RMB 30 million, RMB 35 million and 3, respectively. , 9 million yuan. (2) In the 2013, 2014 and 2015 three-year consolidated statements, the net profit attributable to owners of the parent company (net of non-recurring gains and losses) is not less than RMB 120 million.
(2) Special commitment
1. The company promises to provide financial support in the future operation of Mairui Optoelectronics. In the next three years (2013, 2014, 2015), the company will not exceed the annual amount of 10% of the annual sales revenue of Mairui Optoelectronics according to the actual amount of written support for the actual operation of Mairui Optoelectronics. Internally, it provides financial support for Mairui Optoelectronics, and the fund usage fee is calculated based on the bank's loan default rate.
2. If Mairui Optoelectronics does not submit the written funding support amount according to the actual operation in any of the next three years (2013, 2014, 2015), the company may not provide financial support for Mairui Optoelectronics; It affects Chen Zebo and other related parties to fulfill their performance commitments and compensation obligations as stipulated in the Performance Commitment and Compensation Agreement.
(3) Compensation method
If the actual profit of Mairui Optoelectronics in 2013 and 2014 is lower than the promised performance, then Chen Zebo and other relevant parties shall make up the relevant annual economics in cash within 30 days after the 10th working day from the date of issuance of the relevant annual audit report. The difference between the actual number of earnings audited and the performance of the current year's commitments. The difference is paid by Chen Zebo and other related parties to the bank account designated by the company. If the total profit of Mairui Optoelectronics in the three-year period is lower than the total three-year performance promised by Chen Zebo and other related parties, then Chen Zebo and other relevant parties shall be the 10th working day from the date of the issuance of Mai Rui Optoelectronics' 2015 annual audit report. In the next 30 days, the difference between the total actual profit for the three-year period and the total performance of the three-year period will be replenished in cash (after deducting the amount of the 2013 and 2014 annual performance compensation obligations of related parties such as Chen Zebo). The difference is paid by Chen Zebo and other related parties to the bank account designated by the company. If the Company fails to fulfill the financial support for Mairui Optoelectronics in accordance with this Agreement, the Company has no right to request Chen Zebo and other related parties to make cash compensation. Any of the related parties, such as Chen Zebo, is jointly and severally liable for the aforementioned performance compensation.
Commitment to fulfillment: The above commitments are being fulfilled and there is no breach of commitment
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