Huachuang Securities Co., Ltd
about
Purchase and sale of major assets
And related party transactions
of
Verification opinions on the achievement of performance commitments in 2021
Independent financial advisor
Date of signature: February 2022
interpretation
Unless otherwise stated in the context, the following abbreviations in this verification opinion have the following meanings:
Yingfangwei, a listed company, * ST Ying Infotmic Co.Ltd(000670) , formerly known as Shunyuan Industrial Development Co., Ltd., the company refers to the company, and formerly known as Shunyuan Real Estate Development Co., Ltd. and Tianfa Petroleum Co., Ltd
The listed company paid cash to purchase 45.33% equity and 5.67% equity of Shenzhen huaxinke Technology Co., Ltd. held by Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Ruichen communication equipment partnership (limited partnership); Purchase the world style technology held by Shanghai Junxing this transaction, this major asset heavy communication equipment Co., Ltd. and Shanghai Ruichen communication equipment partnership (limited partnership and this restructuring partner)
45.33% equity and 5.67% equity of holdings limited; Sell the asset package composed of 100% equity of Shanghai Daikun Technology Development Co., Ltd. and the creditor's rights of Shanghai Daikun Technology Development Co., Ltd. and its subsidiaries owned by Shanghai Yingfang Microelectronics Co., Ltd. to Shaoxing Shunyuan mechanical equipment Technology Co., Ltd.
The target company refers to Shenzhen huaxinke Technology Co., Ltd. and world style
TECHNOLOGY HOLDINGS LIMITED
Huaxinke refers to Shenzhen huaxinke Technology Co., Ltd
World style means world style Technology Holdings Limited
Assets purchased and subject assets purchased refer to Shenzhen huaxinke Technology Co., Ltd. and world style
Purchase 51.00% equity of Technology Holdings Limited
The purchasing company and the target company refer to Shenzhen huaxinke Technology Co., Ltd. and world style
TECHNOLOGY HOLDINGS LIMITED
The counterparty of asset purchase, the asset purchase refers to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing communication equipment Co., Ltd. and the counterparty of asset purchase, Shanghai Ruichen communication equipment partnership (limited partnership)
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing communication equipment Co., Ltd., the counterparty and the parties to the transaction refer to Shanghai Ruichen communication equipment partnership (limited partnership) and Shaoxing Shunyuan mechanical equipment Technology Co., Ltd
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) refers to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (Stock Code: 002547)
Shanghai Junxing refers to Shanghai Junxing communication equipment Co., Ltd
Shanghai Ruichen means Shanghai Ruichen communication equipment partnership (limited partnership)
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
About Shenzhen huaxinke Technology Co., Ltd. and world style
Performance commitment assurance report refers to the assurance report on the completion of performance commitments of Technology Holdings Limited
(TJs [2022] No. 91)
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization Measures refer to the measures for the administration of major asset reorganization of listed companies
Huachuang securities and independent financial consultant refer to Huachuang Securities Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The asset purchase agreement refers to the agreement between Shanghai Yingfang Microelectronics Co., Ltd. and Suzhou Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Co., Ltd
Asset purchase agreement of company, Shanghai Junxing communication equipment Co., Ltd., Xu Fei and Shanghai Ruichen communication equipment partnership (limited partnership)
Note: the difference in the mantissa between the sum of some total and each addend in this verification opinion is caused by rounding. Unless otherwise specified, the financial data and financial indicators quoted in this verification opinion refer to the financial data in the consolidated statements and the financial indicators calculated based on these financial data.
Huachuang Securities Co., Ltd
About Infotmic Co.Ltd(000670)
Major asset purchases, major asset sales and related party transactions
Verification opinions on the achievement of performance commitments in 2021
Huachuang securities is the independent financial advisor of Yingfang micro for this major asset restructuring.
In accordance with the relevant requirements of the company law, the securities law, the reorganization measures, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other laws and regulations, and in combination with the performance commitment assurance report, the performance commitment party Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen and Xu Fei have verified the realization of the performance commitment of the target company in 2021, And made the following comments:
1、 Performance commitments involved in this transaction
According to the asset purchase agreement signed by the transferor Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen and Xu Fei and the purchaser Shanghai Yingfang micro in Xuhui District, Shanghai, the performance compensation period and committed net profit are as follows: Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , the performance compensation period of Shanghai Junxing, Shanghai Ruichen and Xu Fei to Shanghai Yingfang micro is 2020 2021 and 2022 (hereinafter referred to as "performance compensation period"). It is committed that the audited net profit attributable to the parent company (i.e. the target company with the simulated consolidation caliber) of the target company in 2020, 2021 and 2022 (whichever is lower before and after deducting non recurring profits and losses, hereinafter referred to as "deducting non net profit") shall not be less than 90 million yuan, 11 million yuan and 130 million yuan respectively, The cumulative amount shall not be less than 330 million yuan (in words: 330 million yuan) (hereinafter referred to as "performance commitment").
2、 Main terms of performance commitment compensation
According to the asset purchase agreement signed by the transferor Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen and Xu Fei and the purchaser Shanghai yingfangwei in Xuhui District, Shanghai, the main terms of performance commitment compensation are as follows: (I) performance compensation period and committed net profit
1. The parties confirm that if this transaction is completed in 2020, the Suzhou Chunxing Precision Mechanical Co.Ltd(002547) under this Agreement and Shanghai 2022 (hereinafter referred to as the "performance compensation period").
2. Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen and Xu Feifei promised that the audited net profit attributable to the parent company (i.e. the target company with the simulated consolidation caliber) of the target company in 2020, 2021 and 2022 (whichever is lower before and after deducting non recurring profits and losses, hereinafter referred to as "deducting non net profit") shall not be less than 90 million yuan respectively 110 million yuan and 130 million yuan, totaling no less than 330 million yuan (in words: 330 million yuan) (hereinafter referred to as "performance commitment"). The non net profit actually realized by the target company to be purchased shall be subject to the amount specified in the audit report finally issued by the audit institution with securities practice qualification (hereinafter referred to as "qualified audit institution"). (II) determination of profit margin, performance compensation and excess performance reward
1. After the completion of the annual performance compensation report of the target company, the performance of the target company to be hired will be compensated for each year after the completion of the annual performance compensation period. If the cumulative actual non net profit deducted by the end of the current period confirmed by the qualified audit institution of the target company to be purchased is lower than the cumulative committed non net profit deducted by the end of the current period, the difference between them (hereinafter referred to as "profit difference", taking the absolute value of the difference) will be taken as Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen Calculation basis for the amount of compensation made by Xu Fei to Shanghai Yingfang micro. If the cumulative actual net profit deducted by the end of the current period confirmed by the qualified audit institution of the target company to be purchased reaches or exceeds the cumulative committed net profit deducted by the end of the current period, the profit difference is taken as zero, Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Shanghai Ruichen and Xu Fei do not need to compensate Shanghai Yingfang micro.
The actual deduction of non net profit is calculated according to the net profit attributable to the shareholders of the parent company (i.e. the target company of the simulated merger) after deducting non recurring profits and losses according to the simulated merger. If, during the performance compensation period, the subject company has implemented arrangements that generate share based payment expenses, the share based payment expenses corresponding to such arrangements shall be excluded when calculating the deduction of non net profits in each period.
2. The specific calculation formula of performance compensation from Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing to Shanghai Yingfang micro is as follows: (1) performance compensation amount in 2020
Performance compensation amount in 2020 = (promised deduction of non net profit in 2020 - realized deduction of non net profit in 2020) × two × 45.33%。
(2) Performance compensation amount in 2021
Performance compensation amount in 2021 = (cumulative promised deduction of non net profits by 2021 - cumulative realized deduction of non net profits by 2021) × two × 45.33% － Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and the amount compensated by Shanghai Junxing.
(3) Performance compensation amount in 2022
Performance compensation amount in 2022 = (cumulative promised deduction of non net profits by 2022 - cumulative realized deduction of non net profits by 2022) × two × 45.33% - Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing have compensated the amount.
(4) Performance compensation refund
If the "2022 performance compensation amount" mentioned in paragraph (3) above is less than 0, Shanghai Yingfang micro shall return all or part of the compensation amount by the end of 2022 to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing ("refund amount"), and the refund amount shall be taken as the absolute value of the 2022 performance compensation amount, and the refund amount shall be limited to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing's compensation amount. Shanghai Yingfang micro shall pay the refund amount to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing within 20 working days after the issuance of the current audit report. The parties further confirm that the total amount of performance compensation between Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing shall not exceed 299.2 million yuan (in words: RMB two hundred ninety-nine million two hundred thousand yuan).
3. The specific calculation formula of Shanghai Ruichen and Xu Fei's performance compensation to Shanghai Yingfang micro is as follows:
(1) Performance compensation amount in 2020
Performance compensation amount in 2020 = a + B － C
A = (committed deduction of non net profit in 2020 - realized deduction of non net profit in 2020) × 79333334 yuan / 330 million yuan
B = (committed deduction of non net profit in 2020 - realized deduction of non net profit in 2020) × 521333333 yuan / 330 million yuan
C = Suzhou Chunxing Precision Mechanical Co.Ltd(002547) the amount that has been slightly compensated to Shanghai Yingfang for the profit difference with Shanghai Junxing.
(2) Performance compensation amount in 2021
Performance compensation amount in 2021 = a1 + B1 － C1
A1 = (cumulative promised deduction of non net profits by 2021 - cumulative realized deduction of non net profits by 2021) × 79333334 yuan / 330 million yuan
B1 = (cumulative promised deduction of non net profits by 2021 - cumulative realized deduction of non net profits by 2021) × 521333333 yuan / 330 million yuan
C1 = Suzhou Chunxing Precision Mechanical Co.Ltd(002547) the amount of micro compensation to Shanghai Yingfang for the profit difference with Shanghai Junxing + the amount of micro compensation to Shanghai Yingfang by Shanghai Ruichen and Xu Fei according to item b
(3) Performance compensation amount in 2022
Performance compensation amount in 2022 = A2 + B2 － C2
A2 = (cumulative promised deduction of non net profits by 2022 - cumulative realized deduction of non net profits by 2022) × 79333334 yuan / 330 million yuan
B2 = (cumulative promised deduction of non net profits by 2022 - cumulative realized deduction of non net profits by 2022) × 521333333 yuan / 330 million yuan
C2 = Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Junxing
