Shanghai Zhongyida Co.Ltd(600610)
For the nine months ended September 30, 2021 and 2020
Special audit report on consolidated financial statements for reference
Tian Zhi Ye Zi [2021] No. 46609-7
catalogue
Special audit report 1-3 preparation for consolidated financial statements 4-6 preparation for consolidated financial statements 7-106 audit report
Tian Zhi Ye Zi [2021] No. 46609-7 Shanghai Zhongyida Co.Ltd(600610) all shareholders:
1、 Audit opinion
We have audited the pro forma consolidated financial statements of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as " Shanghai Zhongyida Co.Ltd(600610) "), including the pro forma consolidated balance sheets on September 30, 2021 and December 31, 2020, the pro forma consolidated income statements from January to September, 2021 and 2020 and the notes to the relevant Pro forma consolidated financial statements.
In our opinion, the attached pro forma consolidated financial statements are prepared on the basis described in note III to the pro forma consolidated financial statements in all material aspects.
2、 Basis for forming audit opinions
We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The "responsibilities of certified public accountants for the audit of pro forma consolidated financial statements" in the audit report further expounds our responsibilities under these standards. In accordance with the code of professional ethics for Chinese certified public accountants, we are independent of Shanghai Zhongyida Co.Ltd(600610) and have fulfilled other responsibilities in terms of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for our audit opinion.
3、 Highlights - preparation basis of financial statements and restrictions on distribution and use
We remind users of the pro forma consolidated financial statements to pay attention to the instructions on the preparation basis in note 3 to the pro forma consolidated financial statements. This report is only for Shanghai Zhongyida Co.Ltd(600610) the purpose of reporting major asset restructuring to the China Securities Regulatory Commission, and is not suitable for other purposes. Without our written consent, this report shall not be provided to any party other than the China Securities Regulatory Commission and the stock exchange. The contents of this paragraph shall not affect the issued audit opinion.
4、 Responsibilities of management and governance for the preparation of consolidated financial statements
Shanghai Zhongyida Co.Ltd(600610) the management is responsible for preparing the pro forma consolidated financial statements in accordance with the accounting standards for business enterprises to achieve a fair reflection, and designing, implementing and maintaining necessary internal control so that the pro forma consolidated financial statements are free from material misstatement due to fraud or error.
In preparing the pro forma consolidated financial statements, the management is responsible for assessing Shanghai Zhongyida Co.Ltd(600610) 's ability to continue as a going concern, disclosing matters related to going concern (if applicable), and applying the going concern assumption, unless the management plans to liquidate, terminate operation or has no other realistic choice.
Audit report (Continued)
The management layer of Tian Ye Zi [2021] No. 46609-7 is responsible for supervising the financial reporting process of Shanghai Zhongyida Co.Ltd(600610) .
5、 Responsibilities of certified public accountants for the audit of consolidated financial statements for reference
Our objective is to obtain reasonable assurance as to whether the consolidated financial statements prepared for reference are free from material misstatement due to fraud or error, and issue an audit report containing audit opinions. Reasonable assurance is a high-level assurance, but it does not guarantee that an audit performed in accordance with audit standards can always be found when a major misstatement exists. Misstatement may be caused by fraud or error. If it is reasonably expected that the misstatement alone or in summary may affect the economic decisions made by the users of the financial statements based on the pro forma consolidated financial statements, the misstatement is generally considered to be significant.
In the process of performing audit work in accordance with audit standards, we use professional judgment and maintain professional doubt. At the same time, we also carry out the following work:
(1) Identify and assess the risks of material misstatement of the pro forma consolidated financial statements due to fraud or error, design and implement audit procedures to deal with these risks, and obtain sufficient and appropriate audit evidence as the basis for issuing audit opinions. As fraud may involve collusion, forgery, intentional omission, misrepresentation or override of internal control, the risk of failure to find material misstatement caused by fraud is higher than that caused by error.
(2) Understand the internal control related to audit in order to design appropriate audit procedures, but the purpose is not to express an opinion on the effectiveness of internal control.
(3) Evaluate the appropriateness of accounting policies selected by the management and the rationality of accounting estimates and related disclosures.
(4) Draw conclusions on the appropriateness of management's use of going concern assumptions. At the same time, according to the audit evidence obtained, draw a conclusion on whether there is significant uncertainty in the matters or circumstances that may lead to major doubts about Shanghai Zhongyida Co.Ltd(600610) going concern ability. If we conclude that there is significant uncertainty, the auditing standards require us to draw the attention of statement users to the relevant disclosures in the consolidated financial statements for reference in the audit report; If the disclosure is insufficient, we should express a non unqualified opinion. Our conclusions are based on the information available as of the date of the audit report. However, future events or circumstances may result in Shanghai Zhongyida Co.Ltd(600610) being unable to continue as a going concern. (5) Evaluate the overall presentation, structure and content of the pro forma consolidated financial statements, and evaluate whether the pro forma consolidated financial statements fairly reflect relevant transactions and events.
(6) Obtain sufficient and appropriate audit evidence on the financial information of the entity or business activities in Shanghai Zhongyida Co.Ltd(600610) to express an audit opinion on the pro forma consolidated financial statements. We are responsible for guiding, supervising and implementing the group audit, and assume full responsibility for the audit opinion. We communicate with the management on the planned audit scope, schedule and major audit findings, including the noteworthy internal control defects identified in the audit.
(no text below)
Shanghai Zhongyida Co.Ltd(600610)
January September 2021 and 2020
Notes to pro forma consolidated financial statements
(unless otherwise noted, all amounts are in RMB)
1、 Basic information of the company
(i) Company profile
Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as the company, the company or Shanghai Zhongyida Co.Ltd(600610) ) was formerly known as China Textile Machinery Factory, with an English name of chinatextilemachineryco, Ltd. is a joint stock limited company that publicly issues a and B-Shares and is listed on the Shanghai Stock Exchange. The company was restructured from China Textile Machinery Factory into China Textile Machinery Co., Ltd. (hereinafter referred to as "China Textile Machinery") with the approval of Shanghai Municipal Economic Commission in 1992, and was listed on Shanghai Stock Exchange as a joint-stock pilot enterprise.
In 2014, major asset restructuring was completed. The company's name was changed from "China Textile Machinery Co., Ltd." to " Shanghai Zhongyida Co.Ltd(600610) ", and the largest shareholder was changed from The Pacific Securities Co.Ltd(601099) electromechanical (Group) Co., Ltd. (hereinafter referred to as " The Pacific Securities Co.Ltd(601099) company") to Dashen Group Co., Ltd. (hereinafter referred to as "Dashen group"). As of September 30, 2017, it held 266097490 shares of the company, accounting for 24.84% of the total share capital, which has been frozen by the judiciary.
On December 27, 2018, Shanghai No. 1 Intermediate People's court delivered the ruling of "(2017) Hu 01 Zhi No. 794 bis" to Cinda Securities Co., Ltd. (hereinafter referred to as "Cinda securities") and ruled to lift the freeze on * ST Yida 260 million restricted shares (hereinafter referred to as "subject shares") held by Dashen group, The subject shares were valued at 505232000.00 yuan and delivered to Cinda securities, which exercised its rights on behalf of Cinda Xingrong No. 4 hierarchical collective asset management plan (hereinafter referred to as "asset management plan"), to offset the corresponding amount of debt. The shares accounted for 24.27% of the total share capital of the company. In this equity change, the subject shares were unfrozen and transferred to the name of asset management plan on January 3, 2019. Cinda securities exercises shareholder rights on behalf of the asset management plan.
The latest business license of the company was renewed by Shanghai Administration for Industry and Commerce on February 25, 2021, and the unified social credit code is 91310000607200164q; Legal representative of the company: Yu Zeus; Registered address: room 170-2, building 3, No. 1999, Beixing Road, Sanxing Town, Chongming District, Shanghai; The organizational form is a joint stock limited company.
（2） Business nature and main business activities of the company
1. Nature of business
The company's industry is classified as C26 chemical raw materials and chemical products manufacturing of C manufacturing industry.
2. Main business activities
（3） Name of controlling shareholder and ultimate controller
Xingrong No. 4 asset management plan now holds 24.27% of the shares of the listed company and is the controlling shareholder of the listed company. Xinda securities, as the manager of Xingrong No. 4 asset management plan, exercises the rights of the actual controller on behalf of it.
（4） Scope of pro forma consolidated financial statements
For the scope and changes of the consolidated financial statements prepared for reference in the reporting period, see Notes "VIII. Change of consolidation scope" and "IX. equity in other entities".
2、 Relevant information of assets purchased by shares to be issued
(i) Overview of asset purchase transactions by issuing shares
According to the proposal on the company's plan of issuing shares to purchase assets and raising matching funds and related party transactions deliberated and adopted at the 43rd meeting of the seventh board of directors held on May 19, 2021, And the agreement on issuing shares to purchase assets signed by the company and all shareholders of Wengfu (Group) Co., Ltd. (hereinafter referred to as Wengfu group) on May 19, 2021. The company plans to purchase 100% of the shares of Wengfu group from all shareholders of Wengfu group by means of non-public offering of shares. In this transaction, 100% shares of Wengfu group held by shareholders of Wengfu group were valued at RMB 11324539271.08 and purchased by the company by issuing shares.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 43rd meeting of the seventh board of directors of the company. The issue price of the shares to purchase assets is 5.1 yuan / share, which is not less than 90% of the average stock price of 120 trading days before the pricing benchmark date, in line with the relevant provisions of the administrative measures for major asset restructuring of listed companies.
After the completion of this transaction, the original shareholders of Wengfu group hold 67.46% of the shares of the company, and the original shareholders of the listed company hold 32.54% of the shares of the company.
The above transaction of issuing shares to purchase the equity of Wengfu group is called "this reorganization".
The assets purchased by the company and its subsidiaries and the shares to be issued are hereinafter collectively referred to as the "expanded group".
（2） Basic information of Wengfu group
Wengfu group (formerly known as Guizhou Hongfu Industrial Development Co., Ltd.) is a limited liability company established with the approval of QFH [1994] No. 60. On June 29, 1994, Wengfu group received the business license for enterprise legal person with the registration number of 5200001202102 at the Administration for Industry and commerce. The registered address is No. 85, Yuxiu Road, Guiyang City, Guizhou Province, with a registered capital of RMB 168 million, It was verified by Guiyang Certified Public Accountants on June 20, 1994 (94) qksz No. 052. According to the reply document of Guo Jing Mao [2000] No. 1238 on the implementation of debt to equity swap by enterprises and the notice on adjusting the debt to equity swap scheme of Guizhou Hongfu Industrial Development Co., Ltd. (Guo Zi Zhen she [2007] No. 420) issued by the state owned assets supervision and Administration Commission of the State Council, the debt to equity swap parties reduced their creditor's rights by 279778800 yuan in the same proportion and jointly established a new company, Among them, the conversion debt of China Cinda Asset Management Company was reduced from 2466.06 million yuan to 2308.116 million yuan, and China China Construction Bank Corporation(601939) was reduced from 55.557 million yuan to
519.987 million yuan, the national development and Investment Corporation was reduced from 85870 to 803.703 million yuan, and the people's Government of Guizhou Province was reduced from 488 million yuan to 456.745 million yuan. On June 30, 2007, the registered capital was changed to 4088.551 million yuan with the approval of Beijing Zhongwei Huahao certified public accountants Co., Ltd. jzsz (2008) No. 1029 adjustment report on events after the asset appraisal period and gzgzgz [2007] No. 420. The changed equity structure is as follows:
Contribution subscribed to the company
Name of shareholder and mode of capital contribution
(10000 yuan) share ratio (%)
China Xinda Asset Management Co., Ltd. Guizhou branch 230811.6056.45 debt to equity swap
Guizhou state owned assets supervision and Administration Commission 45674.5011.17 debt to equity swap
National Development and Investment Group Co., Ltd. 80370.30
