Zhongshui Zhiyuan Assets Appraisal Co., Ltd. about Shenzhen Stock Exchange
Second round examination and inquiry letter on Shanghai Precise Packaging Co.Ltd(300442) applying for major asset replacement, issuing shares to buy assets, raising supporting funds and related party transactions
Special verification opinions
Shenzhen Stock Exchange:
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as "Zhongshui Zhiyuan" or "appraisal institution") has accepted the entrustment of Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as " Shanghai Precise Packaging Co.Ltd(300442) ") to act as the appraisal institution for Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuance of shares and purchase of assets. Shanghai Precise Packaging Co.Ltd(300442) received the notice on Shanghai Precise Packaging Co.Ltd(300442) issued by the listing audit center of Shenzhen Stock Exchange on November 5, 2021 The second round of examination and inquiry letter for applying for major asset replacement, issuing shares to purchase assets, raising supporting funds and related party transactions (examination and approval letter [2021] No. 030020, hereinafter referred to as the "second round of examination and inquiry letter") has carefully analyzed and verified the relevant problems of the appraisal institution involved in the second round of examination and inquiry letter, and now gives verification opinions on relevant matters.
Unless otherwise specified, the words or abbreviations mentioned in this verification opinion have the same meaning as the words or abbreviations defined in "interpretation" in the draft. If the total amount in any table in this reply is inconsistent with the sum of the values listed in the table, it shall be rounded unless otherwise specified.
Question 2. The reply document shows that, (1) China Telecom Corporation Limited(601728) and China United Network Communications Limited(600050) are the largest and second largest customers of the target company, accounting for 94.35%, 96.50%, 96.40% and 99.62% of the revenue during the reporting period respectively; and China Telecom Corporation Limited(601728) is the largest end customer of the target company, accounting for 56.99%, 52.49% and 55.50% of the revenue in 2018, 2019 and 2020 respectively; (2) according to the target company and China Telecom Corporation Limited(601728) If the signed business agreement needs to be terminated in advance, the other party shall be notified at least 12 months in advance, and the other party has the right to claim compensation for losses; According to the business agreement signed between the target company and China United Network Communications Limited(600050) , if the agreement needs to be terminated in advance, the other party shall be notified in writing at least 6 months or four weeks in advance; (3) It is estimated that the power on rate of A7, A8, A9, A10, a11, A12 and other data centers under construction will gradually reach more than 90% from 2023 to 2025, and the time from delivery to full load is 24 months; (4) At present, the overall cabinet utilization rate of A1, A5 and A2 data centers is basically full, and the sales unit price is basically stable during the reporting period. It is predicted that the sales unit price will remain stable at the current level in the future.
The listed company is requested to make supplementary disclosure: (1) the specific conditions of the target company's end customers from January to June 2021; (2)
In combination with the revenue proportion of the first and second largest customers, the reasons for customer concentration, the concentration degree of end customers and
Information of the company, content of the business agreement, risk of renewal, risk of early termination of the agreement, impact on future sustainable operation ability
Etc., and further give full risk prompt to the risks with high customer concentration; (3) Combining the target company with China
Specific contents of relevant business cooperation agreements signed by telecom and China United Network Communications Limited(600050) for each data center, including but not limited to
Signing time, power quantity and quantity of cabinet, specific contents of services provided, contract unit price, performance period, delivery arrangement
The adjustment mechanism of cabinet quantity and unit price, early termination and renewal arrangement of the agreement, etc., further demonstrate and disclose the forecast
Adequacy and rationality of power on rate and unit price prediction basis during the period; (4) A1, A2, A5 and other data centers start
The power on time is earlier and the average power of the cabinet is low. In combination with the price adjustment clauses (if any) in relevant business agreements,
Disclose whether there is a risk of reduction in the future sales unit price, and predict the future sales of the above data center in the application document
Whether the selling unit price remains stable at the current level is reasonable and prudent.
The independent financial consultant shall be asked to check and express clear opinions, and the accountant shall be asked to check and indicate the matters (1) and (2)
To confirm the opinions, please ask the appraiser to check the matters (3) and (4) and give clear opinions.
reply:
1、 Supplementary disclosures
(i) Combined with the business cooperation related to each data center signed by the target company and China Telecom Corporation Limited(601728) , China United Network Communications Limited(600050)
Specific contents of the agreement, including but not limited to signing time, cabinet power and quantity, specific contents of providing services
Contract unit price, performance period, delivery arrangement, adjustment mechanism of cabinet quantity and unit price, early termination and renewal of the agreement
Further demonstrate and disclose the adequacy and rationality of the basis for the prediction of power on rate and unit price during the prediction period
1. Details of business cooperation agreements related to each data center signed by the target company and China Telecom Corporation Limited(601728) , China United Network Communications Limited(600050)
Body content
International Information cloud gathering agreement signed by Runze technology with China Telecom Corporation Limited(601728) Beijing Branch and China United Network Communications Limited(600050) Hebei Branch
The specific contents of the relevant business cooperation agreements of the 12 data centers in Hong Kong (icfz) are as follows:
Final order of the contract agreement Party A's name provides services, signs the cabinet delivery arrangement, contract unit price, number of cabinets, execution and termination, renewal number, compilation content, time, electricity quantity and unit price adjustment mechanism, term arrangement, etc
"Both parties of bjsg shall use each A1 number to settle the price within 15 working days after the signing of the agreement: 5800-6000. According to the resources of s1406 in China, either party shall complete the A1 data in Chinese yuan / month (20a) within working days. Telecom 216c0 shall not cooperate in the construction of layer 2 of Yunxin M4 module. All parties agree to set the price until the termination of the agreement, such as Beijing 000" For the construction of module machine room in IDC industry in April 2014, it is necessary to complete 1 idc.2920a2029 in advance with one year as the week after consultation by Party A
Branch business room. After the first acceptance of Party A is passed, the rack settlement fee shall be renewed until 4.28 in the formal delivery period, and the company's partner shall be responsible for the moisturizing floor and machine room; After the agreement is signed, it is estimated that the settlement price shall be notified by reference to the current market conditions of A1 completed within the 230th working day of the telecommunications department in the computer room 12 months in advance
Final order of the contract agreement Party A's name provides services, signs the cabinet delivery arrangement, contract unit price, number of cabinets, execution and termination, renewal number, compilation content, time, electricity quantity and unit price adjustment mechanism, term arrangement, etc
M4 module 1 of IDC layer 3 data center in the discussion area. The other party has the right to ask for s1723 work for all the machine rooms on the business operation layer, layer and layer 3 of bjsg, be responsible for the construction of the total, ask for compensation for the loss after Party A's acceptance, 230cg expands the market and officially delivers the machine loss after 1060 passes.
N00 "signs a contract with the user.
IDC and in accordance with the agreement
Business agreement Xiang Runze
Cooperative technology settlement fee
Supplementary. Runzeke
IDC provides technical agreement
10》 Data center service
"Bjsg service (A1 number)
S1406 (according to the center) 110 months after the signing of the agreement
216C0
000 - complete A1 data within working days
01 "center M2 module 1st floor station
Construction of IDC computer room, approved by Party A
Business A1 will be formally handed over after being accepted by several parties
CCB computer room; Settlement price after signing the agreement: 5800-6000
Complete RMB / month within 135 working days after supplementing 16A heart m2 One (20a);
In July 2014, the model composition A1 data center M2 model 5400-5500 yuan / month Gezhi
2. 2820a (16a) of all machine rooms on the second floor of group 1-4; power exceeding 20A 2029
"If each floor occupied by bjsg is constructed and accepted by Party A, it shall be subject to RMB 200 / a4.28
S172350% of the total will be officially delivered to the machine room later; Superposition calculation.
230cg1800 160 months after signing the agreement
Complete A1 data within "N00" working days
IDC center M2 module layer 3
Construction of all machine rooms on business floor 4
The cooperative design has been accepted by Party A
After supplement, it will be officially delivered to the computer room.
agreement
Ten
A1 number
According to
Heart M1
