catalogue
Page 1. Performance of bentonite workshop asset group of Inner Mongolia Jinhui rare ore Co., Ltd
Assurance report on the completion of commitments 1-3
2、 About asset group 2021 of bentonite workshop of Inner Mongolia Jinhui rare ore Co., Ltd
Notes on the completion of annual performance commitments 4-5
About Inner Mongolia Jinhui rare ore Co., Ltd
Assurance report on the completion of performance commitment of asset group in bentonite workshop
Zhong Hui Hui Hui Jian [2022] No. 0529 Inner Mongolia Dazhong Mining Co.Ltd(001203) all shareholders:
We have verified the attached statement on the completion of 2021 performance commitment of bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd. prepared by the management of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as Inner Mongolia Dazhong Mining Co.Ltd(001203) company).
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the disclosure of the annual report of Inner Mongolia Dazhong Mining Co.Ltd(001203) company and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for the 2021 annual report of Inner Mongolia Dazhong Mining Co.Ltd(001203) company, submit it together with other documents and disclose it to the public.
2、 Responsibilities of management
Inner Mongolia Dazhong Mining Co.Ltd(001203) the management of the company is responsible for providing true, legal and complete relevant materials, preparing the statement on the completion of performance commitment of bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd. in 2021 in accordance with the relevant provisions of Shenzhen Stock Exchange, and ensuring that its contents are true, accurate and complete without false records Material omissions or misleading statements.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward the assurance conclusion on the statement on the completion of 2021 performance commitment of bentonite workshop asset group of Inner Mongolia Jinhui rare ore Co., Ltd. prepared by the management of Inner Mongolia Dazhong Mining Co.Ltd(001203) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business 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. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented audit procedures that we consider necessary, including understanding, inspection and verification. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the statement on the completion of the 2021 performance commitment of the bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd. prepared by the management of Inner Mongolia Dazhong Mining Co.Ltd(001203) company complies with the relevant provisions of Shenzhen Stock Exchange and truthfully reflects the completion of the 2021 performance commitment of the bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd.
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Zhonghui Certified Public Accountants (special general partnership) Chinese certified public accountant: Lin Pengfei
Hangzhou, China Certified Public Accountant: Tang Gu
Report date: March 3, 2022
About Inner Mongolia Jinhui rare ore Co., Ltd
Description of completion of performance commitment of bentonite workshop asset group in 2021
Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as “the company”) completed the acquisition of bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd. in 2021. According to relevant regulations of Shenzhen Stock Exchange, the completion of performance commitment of bentonite workshop asset group of Inner Mongolia Jinhui rare mineral Co., Ltd. (hereinafter referred to as “Jinhui rare mineral”) in 2021 is described as follows:
1、 Basic information of cash acquisition
（1） Basic information of transaction
In order to reduce related party transactions and achieve coordinated development, the company plans to acquire the asset group of Jinhui rare bentonite workshop in cash, with a transaction amount of 123 million yuan. On December 2, 2021, the company signed the asset acquisition agreement and performance compensation agreement with Jinhui thin mine, which took effect with conditions.
（2） This transaction constitutes a connected transaction
According to the Listing Rules of Shenzhen Stock Exchange, Jinhui thin ore is a subsidiary of Zhongxing Group Co., Ltd. (hereinafter referred to as “Zhongxing group”), the controlling shareholder of the company. The company and Jinhui thin ore belong to the enterprise controlled by the same controlling shareholder. Niu Guofeng, chairman of the company, and Liang Baodong, director of the company, served as directors of Zhongxing group, and Lin Lairong, director of the company, served as directors of Zhongxing group and Jinhui rare mine. This asset acquisition constitutes a related party transaction.
（3） Consideration of related party transactions
The proposal on the acquisition of assets and related party transactions for the acquisition of the asset group of Jinhui rare bentonite workshop was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021 held on December 20, 2021.
This asset acquisition does not constitute a major asset reorganization and does not need to be approved by relevant departments.
2、 Performance commitment
According to the asset acquisition agreement and performance compensation agreement signed by the company and Jinhui thin mine, Jinhui thin mine agrees to make commitments on the net profit of the subject assets after deducting non recurring profits and losses in 2021, 2022, 2023 and 2024, and the net profit promised to be realized shall not be less than 9.0807 million yuan, 156539 million yuan and RMB 210477 million and RMB 244641 million. If the net profit actually realized by the underlying assets fails to reach the net profit promised by Jinhui thin mine to the company, Jinhui thin mine will compensate the company in cash. The compensation method stipulated in the agreement is cash compensation, as follows:
The amount of cash to be compensated in each commitment year = (cumulative committed net profit at the end of the current year – cumulative realized net profit at the end of the current year) / the total amount of committed net profit during the performance commitment period × Total consideration of this transaction.
3、 Completion of performance commitments
The audited net profit of the asset group of Jinhui rare bentonite workshop in 2021 after deducting non recurring profits and losses was 9.3159 million yuan, exceeding the commitment of 9.0807 million yuan, and the proportion of realizing the performance commitment of the current year was 102.59%.
Inner Mongolia Dazhong Mining Co.Ltd(001203) March 3, 2022
