Rianlon Corporation(300596) about the asset impairment test report of the target asset injected by asset restructuring (tzyz [2022] No. 5888)
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Description on the asset impairment test report 1 of the asset impairment test of the injected object of asset restructuring 3
Review report on Rianlon Corporation(300596) impairment test
Tian Zhi Ye Zi [2022] No. 5888 Rianlon Corporation(300596) all shareholders:
We have reviewed the attached test report of Rianlon Corporation(300596) (hereinafter referred to as ” Rianlon Corporation(300596) “) on the impairment of the underlying assets injected by asset restructuring.
1、 Responsibilities of management
The management of your company is responsible for preparing the Rianlon Corporation(300596) report on the impairment test of assets injected into asset restructuring in accordance with the relevant provisions of the reorganization management measures to ensure that its contents are true, accurate and complete and there are no false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the Rianlon Corporation(300596) report on impairment test of assets injected into asset restructuring on the basis of audit. We have carried out the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information, which requires us to plan and implement the assurance work to obtain reasonable assurance about whether there is no material misstatement in the Rianlon Corporation(300596) about the test report on impairment of assets injected into asset restructuring. In the assurance process, we have implemented procedures that we consider necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for issuing audit opinions.
3、 Assurance conclusion
We believe 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 reorganization management measures, which fairly reflects the impairment test conclusion of assets injected into Rianlon Corporation(300596) asset restructuring in all major aspects.
4、 Restrictions on the users and purposes of the report
This audit report is only for the purpose of disclosure in the annual report of Rianlon Corporation(300596) 2021, and shall not be used for any other purpose. Review report on Rianlon Corporation(300596) impairment test
Tian Zhi Ye Zi [2022] No. 5888
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Chinese certified public accountant:
Beijing, China
February 25, 2002
Chinese certified public accountant:
Rianlon Corporation(300596)
Impairment test report on the injected target assets of asset restructuring
In accordance with the relevant provisions of the reorganization management measures, Rianlon Corporation(300596) (hereinafter referred to as the company or the company) has prepared the Rianlon Corporation(300596) report on the impairment test of the assets injected into the asset reorganization.
1、 Basic information of asset restructuring
The overall plan of this transaction includes issuing shares to purchase assets: Rianlon Corporation(300596) (hereinafter referred to as the company or the company) acquires 25%, 25%, 20% and 30% equity of Hengshui Kaiya Chemical Co., Ltd. (hereinafter referred to as “Kaiya chemical industry”) respectively held by Han Houyi, Wang Zhikui, Liang Yusheng and Han birui by issuing shares.
2、 Performance compensation agreement
Based on the benchmark date of August 31, 2018, walkson (Beijing) International Assets Appraisal Co., Ltd. appraised the subject asset Kaiya chemical and issued the assets appraisal report (walkson pingbao Zi [2018] No. 1522). After appraisal, the appraisal value of 100% equity of Kaiya chemical, the subject asset to be purchased, is 601656000 yuan. 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. All the consideration paid in this transaction is paid by issuing shares by companies in the above cities. The issuing price is 23.99 yuan / share, and the number of shares issued is 25010420 shares.
（1） Commitments
For this transaction, the acquiree Kaiya chemical promises that if the net profit realized by Kaiya chemical in 2019 (the net profit is the net profit of Kaiya chemical in the consolidated statement after deducting non recurring profits and losses, the same below) is less than RMB 50 million, the net profit realized in 2020 is less than RMB 60 million The net profit realized in 2021 is less than RMB 70 million (hereinafter referred to as “committed net profit”), and the acquiree Kaiya chemical promises to compensate the acquirer in cash. The compensation method is to compensate year by year. The acquiree promises to give priority to the compensation with the shares it obtains through this exchange. The acquiree will compensate in cash for the shortage of remaining shares due to share reduction and other reasons.
（2） Performance compensation
The compensation amount of each year during the compensation calculation period shall be calculated as follows:
(1) Calculation of share compensation
The calculation method of the number of shares to be compensated in the current period is: the 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) ÷ the 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 the company within 15 days after the issuance of the current special audit report of the target company. The calculation formula is: return amount = cash stock profits obtained 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 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 at which the company issues shares 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.
(3) Other
The performance compensation of each shareholder of the counterparty is limited to the transaction consideration obtained by each party in this transaction. The performance compensation liability shall be calculated according to the proportion of the equity of the target company transferred by each shareholder of the counterparty to the underlying assets, and they shall bear joint and several liabilities.
3、 Preparation basis of this report
(1) Reorganization management measures and relevant provisions.
(2) The profit forecast compensation agreement signed by the company and the counterparty.
4、 Impairment test process
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, the book value of all shareholders’ equity declared by Kaiya is 606834700 yuan, and the appraisal professionals have obtained the future income forecast data approved by the management, By analyzing the company’s operation and various historical financial data provided, combined with the current situation of the company, considering the impact of national macroeconomic policies and the internal and external environment of the company, analyze relevant operation risks, judge the reliability of future income prediction data, and adopt the present value method of estimated future cash flow on the premise of sustainable operation and evaluation assumptions, The calculated value of all shareholders’ equity is RMB 1514934200.
5、 Test conclusion through the above tests, the company draws the following conclusion: the subject assets injected in this asset restructuring have not been impaired.
Rianlon Corporation(300596) February 25, 2002
