About Minsheng Securities Co., Ltd
Rianlon Corporation(300596) issue shares to purchase assets
Implementation of performance commitments in 2021 and impairment test of underlying assets
Verification opinions
In 2019, Rianlon Corporation(300596) (hereinafter referred to as " Rianlon Corporation(300596) ", "company" or "listed company") to Han Houyi, Han birui Wang Zhikui and Liang Yusheng (hereinafter referred to as the "counterparty") purchased 100% equity of Rianlon Corporation(300596) Kaiya (Hebei) new material Co., Ltd. (hereinafter referred to as " Rianlon Corporation(300596) Kaiya" or "target company") by issuing shares to purchase assets (hereinafter referred to as "this transaction" or "this issue of shares to purchase assets transaction").
According to the asset appraisal report (Walker Sen Ping Bao Zi (2018) No. 1552) issued by Walker Sen (Beijing) International Assets Appraisal Co., Ltd. (hereinafter referred to as "Walker Sen appraisal"), as of the benchmark date of August 31, 2018, the market value of Rianlon Corporation(300596) Keya's 100% shareholder's equity (hereinafter referred to as "the underlying asset") is RMB 601656000. On the basis of referring to the above assets appraisal results, the transaction price of this transaction is determined to be RMB 60 million through negotiation between the transaction parties.
Minsheng Securities Co., Ltd. (hereinafter referred to as "independent financial consultant") as an independent financial consultant for Rianlon Corporation(300596) major asset restructuring, according to the relevant requirements of the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial consulting business for mergers and acquisitions of listed companies, The company checked the realization of the 2021 performance commitment and the impairment test of the underlying assets of the transaction of purchasing assets by issuing shares, and expressed the following opinions: I. the performance commitment involved in the transaction of purchasing assets by issuing shares
(I) performance commitment
The parties to the agreement determine that the profit compensation period is the year when the transaction of issuing shares to purchase assets is completed and the next two fiscal years, namely 2019, 2020 and 2021.
According to the agreement between the company and the counterparty, the counterparty promises that the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of the target company in 2019, 2020 and 2021 will not be less than 50 million yuan, 60 million yuan and 70 million yuan respectively (hereinafter referred to as "committed net profit"). (II) compensation method
During the profit commitment period, when the listed company conducts annual audit, it shall employ an accounting firm with securities practice qualification to examine the difference between the net profit attributable to the shareholders of the parent company (hereinafter referred to as "actual net profit") and the committed net profit after deducting non recurring profits and losses in the audited consolidated statements of the target company in the current year, The accounting firm shall issue the special audit report. The difference between the actual net profit and the promised net profit of the target company shall be determined according to the special audit results issued by the accounting firm. If the actual net profit realized by the target company during the profit compensation period is lower than the promised net profit, the counterparty shall make compensation to the listed company.
The compensation method for Rianlon Corporation(300596) by the counterparty is year by year. The counterparty promises to give priority to the compensation with the shares it obtains through this exchange. For the part of insufficient remaining shares due to share reduction and other reasons, the counterparty will compensate in cash. The compensation method is:
1. Calculation of share compensation
The number of shares to be compensated in the current period is calculated as follows:
Number of shares to be compensated in the current period = [(cumulative committed net profit as of the end of the current period - cumulative actual net profit as of the end of the current period) ÷ total cumulative committed net profit during the profit commitment period] × Total number of shares obtained in this transaction - cumulative number of compensated shares by the end of the current period.
In the above formula, "as of the end of the current period" refers to the period from the first year of the profit commitment period to the end of the current period; "Total accumulated committed net profits during the profit commitment period" refers to the sum of the three-year committed net profits during the profit commitment period.
If there is a decimal in the calculated number of reimbursable shares, take the integer down as the number of reimbursable shares. The counterparty shall compensate Rianlon Corporation(300596) year by year during the profit commitment period. When the number of compensation shares in the current period calculated according to the above formula is less than 0, it shall be taken as 0, that is, the compensated shares will not be reversed.
If the company implements conversion or share distribution within the profit commitment period, the number of compensation shares shall be adjusted, specifically the number of compensation shares in the current period calculated according to the above formula × (1 + proportion of conversion to value-added shares or share offering). If the company distributes cash dividends within the profit commitment period, such distributed cash dividends shall be returned to Rianlon Corporation(300596) corresponding 15 days after the issuance of the current special audit report of the target company. The calculation formula is: return amount = cash dividends received per share up to the compensation of the counterparty × Number of shares to be compensated in the current period.
2. Calculation of cash compensation
When the number of shares to be compensated by the counterparty in the current period exceeds the number of shares of the listed company held at that time, the counterparty will compensate the difference in cash. The specific calculation formula is as follows:
Cash to be compensated in the current period = (number of shares to be compensated in the current period - number of shares compensated in the current period) × The price of shares issued by the listed company to the counterparty in this transaction.
When the number of compensation shares in the current period calculated according to the above formula is less than 0, it is taken as 0, that is, the compensated cash is not reversed.
(III) impairment test and compensation
After the expiration of the profit commitment period, both parties to the transaction shall jointly hire an accounting firm with securities and futures practice qualification to conduct impairment test on the underlying assets, and issue the corresponding impairment test report before or on the date of issuing the annual audit report of the last year of the profit commitment period.
If the result of the impairment test is: the amount of impairment of the underlying asset the total number of compensated shares × In this transaction, the price of shares issued by Rianlon Corporation(300596) to the counterparty + compensated cash, the counterparty shall compensate for the impairment. The counterparty shall first compensate with its Rianlon Corporation(300596) shares, and the insufficient part of the share compensation shall be compensated in cash. The calculation formula is:
The amount to be compensated for asset impairment = the ending impairment amount of the underlying asset - the total number of compensated shares in the performance commitment period × Price of shares issued by Rianlon Corporation(300596) to the counterparty in this transaction - compensated cash
Number of shares to be compensated for asset impairment = amount to be compensated for asset impairment ÷ price of shares issued by Rianlon Corporation(300596) to the counterparty in this transaction
If Rianlon Corporation(300596) implements conversion or share distribution during the performance commitment period, the number of compensation shares shall be adjusted to: the number of compensation shares calculated according to the above formula × (1 + proportion of conversion to value-added shares or share offering); If Rianlon Corporation(300596) implements cash distribution during the performance commitment period, the transaction counterpart shall return the cash distribution to the listed company accordingly. The calculation formula is: return amount = distributed cash dividend per share × Number of compensation shares
If the number of remaining shares in the current period is less than the number of shares compensated in the current period, the counterparty will compensate in cash. The calculation formula is: cash to be compensated for asset impairment = (number of shares to be compensated for asset impairment - number of shares compensated for asset impairment) × Price of shares issued by Rianlon Corporation(300596) to the counterparty in this transaction
The proportion of performance compensation obligations undertaken by the counterparty shall be determined according to the proportion of the consideration amount obtained in this transaction to the total transaction price of the underlying assets of this transaction, and they shall bear joint and several liabilities.
Due to the profit difference and impairment test of the underlying assets, the total amount of share compensation and cash compensation that should be finally paid by the counterparty shall not exceed the total consideration of this transaction.
2、 Completion of performance commitments in 2021
According to the special audit report on the achievement of Rianlon Corporation(300596) performance commitment issued by Tianzhi International Certified Public Accountants (special general partnership) (Tian shiye Zi [2022] No. 5566), the audited net profit of Rianlon Corporation(300596) Kaiya in 2021 (the net profit is the consolidated statement net profit of Rianlon Corporation(300596) Kaiya after deducting non recurring profits and losses) is 191402600 yuan, Accounting for 273.43% of the promised performance of 70 million yuan of relevant restructuring participants. As of December 31, 2021, Rianlon Corporation(300596) Kaiya's 2021 annual performance commitment has been realized.
3、 Asset impairment test of the target company
The listed company hired walker to evaluate the value of shareholders' equity of the underlying assets injected in this transaction as of December 31, 2021. According to the asset appraisal report on the value of all shareholders' equity of Rianlon Corporation(300596) Kaiya (Hebei) new materials Co., Ltd. involved in the asset impairment test of Rianlon Corporation(300596) proposed to be conducted issued by walkson appraisal (walkson international appraisal report Zi (2022) No. 0117), as of the benchmark date of December 31, 2021, the book value of all shareholders' equity of Rianlon Corporation(300596) Kaiya was 606834700 yuan. On the premise of continuous operation, the total equity value of Rianlon Corporation(300596) Keya shareholders is 1514934200 yuan. As of December 31, 2021, the underlying assets injected in this transaction have not been impaired.
Tianzhi International Certified Public Accountants (special general partnership) has issued the Rianlon Corporation(300596) report on impairment test of assets injected into asset restructuring (Tsz [2022] No. 5888), and believes that the Rianlon Corporation(300596) report on impairment test of assets injected into asset restructuring prepared by Rianlon Corporation(300596) has been prepared in accordance with the provisions of the reorganization management measures, Fairly reflect the impairment test conclusion of the target assets injected by Rianlon Corporation(300596) asset restructuring in all major aspects.
4、 Verification opinions of independent financial advisor
The independent financial adviser checked the realization of the above performance commitments and the impairment test by communicating with the senior executives of the listed company and consulting the relevant agreements, special audit reports, evaluation reports, impairment test reports and other documents.
After verification, the independent financial consultant believes that: Rianlon Corporation(300596) Kaiya's net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2021 has reached the agreed performance commitment level; After the end of the performance commitment period, the corresponding impairment test was conducted, and there was no impairment.
(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on the implementation of the performance commitment of Rianlon Corporation(300596) issuing shares to purchase assets in 2021 and the impairment test of the underlying assets)
Independent financial advisor sponsor:
Wang Gang, Jiang Hongya
Minsheng Securities Co., Ltd
