Special audit report on the realization of Rianlon Corporation(300596) performance commitment Tian Ye Zi [2022] No. 5566
catalogue
Special audit report 1 description of achievement of performance commitment 3 special audit report on achievement of Rianlon Corporation(300596) performance commitment
Tian Zhi Ye Zi [2022] No. 5566 Rianlon Corporation(300596) all shareholders:
We have been entrusted to conduct a special audit on the attached statement of Rianlon Corporation(300596) (hereinafter referred to as " Rianlon Corporation(300596) ") on the realization of performance commitments. 1、 Responsibilities of management
Rianlon Corporation(300596) the responsibility of the management is to provide true, legal and complete relevant materials, and prepare the statement of Rianlon Corporation(300596) on the realization of performance commitments in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 109 of the CSRC) and the decision on Amending the measures for the administration of major asset restructuring of listed companies (Order No. 159 of the CSRC), And ensure its authenticity, integrity and accuracy. It is the responsibility of Rianlon Corporation(300596) board of directors to provide true, legal and complete physical evidence, original written materials, duplicate materials, oral testimony and other evidence we deem necessary. 2、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the statement of Rianlon Corporation(300596) on the achievement of performance commitments on the basis of audit. We conducted 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 abide by the code of professional ethics for Chinese certified public accountants, Plan and implement the audit work to obtain reasonable assurance on whether there is no material misstatement in the Rianlon Corporation(300596) description on the realization of performance commitments. In the process of carrying out the audit work, we have implemented the necessary procedures such as checking the accounting records and recalculating the amount of relevant items. We believe that our audit work provides a reasonable basis for issuing audit opinions.
3、 Review comments
We believe that the statement of Rianlon Corporation(300596) on the realization of performance commitments prepared by Rianlon Corporation(300596) has been prepared in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 109 of the CSRC) and the decision on Amending the measures for the administration of major asset restructuring of listed companies (Order No. 159 of the CSRC), Fairly reflect the completion of Rianlon Corporation(300596) performance commitments in all major aspects.
Special audit report on the implementation of Rianlon Corporation(300596) performance commitments (Continued)
Tian Zhi Ye Zi [2022] No. 5566 IV. 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. We agree to take this audit report as a necessary document of Rianlon Corporation(300596) 2021 annual report, submit it together with other documents and disclose it to the public. [no text below]
Chinese certified public accountant:
Beijing, China
February 25, 2002
Chinese certified public accountant:
Rianlon Corporation(300596)
Note on the achievement of performance commitments
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 109 of the China Securities Regulatory Commission), Rianlon Corporation(300596) (hereinafter referred to as the company or the company) has prepared Rianlon Corporation(300596) instructions on the realization of performance commitments.
1、 Description of the achievement of performance commitments corresponding to the acquisition of Kaiya chemical
1. Basic information of transaction
(1) Introduction to this transaction
On June 20, 2019, the company acquired 25%, 25%, 20% and 30% equity of Hengshui Kaiya Chemical Co., Ltd. (hereinafter referred to as "Kaiya chemical") respectively held by Han Houyi, Wang Zhikui, Liang Yusheng and Han birui by issuing shares.
This transaction constitutes a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a related party transaction.
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 the companies in the above cities. The issuing price is 23.99 yuan / share, and the number of shares issued is 25010420 shares.
(2) Approval and implementation of this transaction
On December 23, 2018, the company signed the asset purchase agreement by issuing shares and the profit forecast compensation agreement with the counterparty. The company purchased 100% equity of Kaiya chemical by issuing shares. This matter was deliberated and approved by the second meeting of the third board of directors held on December 23, 2018 and the first extraordinary general meeting of 2019 held on January 24, 2019.
On May 31, 2019, the company received the reply on approving Rianlon Corporation(300596) issuing shares to Han Houyi and others to purchase assets (zjxk [2019] No. 915) from the CSRC, which has been approved by the CSRC.
On June 20, 2019, Kaiya chemical has completed the industrial and commercial change registration procedures for the transfer of assets in this transaction, and obtained the business license (Unified) issued by the high tech Industrial Development Zone Branch of Hengshui food and market supervision administration
Social Credit Code: 911311017913820594).
The company holds 100% equity of Kaiya chemical, which has become a wholly-owned subsidiary of Rianlon Corporation(300596) .
On July 11, 2019, the company obtained the confirmation of acceptance of share registration application issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, and completed the issuance and listing of new shares on July 23, 2019.
2. Performance commitment and Realization of this transaction
(1) Performance commitment
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 compensating with its shares obtained through this exchange, and the remaining shares are insufficient due to share reduction and other reasons, The acquiree compensates in cash. The compensation method is:
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.
(2) Performance realization
Kaiya chemical's net profit in 2021 (the net profit is the net profit of Kaiya chemical's consolidated statement after deducting non recurring profits and losses) was 1914026 million yuan, accounting for 273.43% of the promised performance of 70 million yuan of relevant restructuring participants, realizing the performance commitment Rianlon Corporation(300596) February 25, 2002
