About Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd
Special audit report on the completion of performance commitments in 20202021
Hxzz (2022) No. Norinco International Cooperation Ltd(000065)
Table of contents page number
1、 About the year 20202021 of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd
Special audit report on the completion of performance commitments 1-2 II. About the year 20202021 of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd
3-5 description of performance commitments
Hexin Certified Public Accountants (special general partnership)
March 10, 2002
About Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd
Completion of performance commitments in 20202021
Special audit report
Hxzz (2022) No. Norinco International Cooperation Ltd(000065)
Innuovo Technology Co.Ltd(000795) all shareholders:
We have accepted the entrustment to review the statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. from 2020 to 2021 prepared by the management of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as " Innuovo Technology Co.Ltd(000795) ").
1、 Responsibilities of management
In accordance with the relevant provisions of Shenzhen Stock Exchange, prepare the statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. for 20202021, and ensure its authenticity, integrity and accuracy, without false records, misleading statements or major omissions, and provide true, legal and complete physical evidence, original written materials, copies Oral testimony and other evidence we deem necessary are the responsibility of Innuovo Technology Co.Ltd(000795) management.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express audit opinions on the statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. from 2020 to 2021 on the basis of audit.
3、 Job overview
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. The code requires us to abide by the code of professional ethics, plan and implement the audit work, so as to obtain reasonable assurance about whether there is no material misstatement in the Innuovo Technology Co.Ltd(000795) statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. for 20202021. During the audit process, we implemented procedures that we considered necessary, including checking accounting records and recalculating the amount of relevant items. We believe that our audit work provides a reasonable basis for expressing opinions.
Hexin Certified Public Accountants (special general partnership) page 1 of 7
4、 Audit conclusion
We believe that Innuovo Technology Co.Ltd(000795) the statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. from 2020 to 2021 has been prepared in accordance with the relevant provisions of Shenzhen Stock Exchange, which fairly reflects the completion of performance commitments of the target company of asset restructuring in all major aspects.
5、 Restrictions on the users and purposes of the report
This audit report is only used for the disclosure of Innuovo Technology Co.Ltd(000795) 2021 annual report and shall not be used for any other purpose. We agree to submit and disclose this audit report together with other documents as an additional document to Innuovo Technology Co.Ltd(000795) 2021 annual report.
Hexin Certified Public Accountants (special general partnership) Chinese certified public accountant: Wang Hui
(project partner)
Jinan, China
Chinese certified public accountant: Sun Zhen
March 10, 2022
Hexin Certified Public Accountants (special general partnership) page 2 of 7
Description of achievement of performance commitments
About Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd
Statement on the completion of performance commitments in 20202021
In accordance with the relevant regulations of Shenzhen Stock Exchange, Innuovo Technology Co.Ltd(000795) (hereinafter referred to as " Innuovo Technology Co.Ltd(000795) " or "the company") has prepared the statement on the completion of performance commitments of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. from 2020 to 2021.
(I) basic information of profit commitment
1. Equity transfer
After the 16th meeting of the 8th board of directors of Innuovo Technology Co.Ltd(000795) deliberated and passed the proposal on transferring part of the equity of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd., the company transferred Mr. Fu Chengxian's 19% equity of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. for 7551550000 yuan. The payment method and period of equity transfer are as follows: phase I, 50% of the total price of equity transfer under the agreement, i.e. RMB 37757750, shall be paid within 3 working days from the effective date of the agreement;
In the second phase, 20% of the total price shall be paid before November 3, 2021, i.e. 15103100 yuan;
In the third phase, Innuovo Technology Co.Ltd(000795) shall pay 30% of the total price, i.e. RMB 22654650, within 3 working days after the target company's audit report in 2022 is issued and the target company's performance reaches the performance promised in the agreement.
2. Profit commitment and compensation agreement
The performance commitment of the target company from 2020 to 2022 is divided into three periods as follows:
(1) The total audited net profit of the target company in 2020 shall not be less than 30.92 million yuan. If it is insufficient, Mr. Fu Chengxian shall bear the responsibility of full compensation to the company.
(2) The total audited net profit of the target company in 2020 and 2021 shall not be less than 83.24 million yuan. If it is insufficient, Mr. Fu Chengxian shall bear the full compensation responsibility to the company.
(3) The total audited net profit of the target company in 2020, 2021 and 2022 shall not be less than 15.01 million yuan. If it is insufficient, Mr. Fu Chengxian shall bear the full compensation responsibility to the company.
Description of achievement of performance commitments
(the net profit is calculated according to the lower of the current net profit and the current net profit after deducting non recurring profits and losses. The audit institution is the accounting firm hired by Party B in the same period, the same below).
3. Calculation formula of compensation liability amount of performance commitment:
When the accumulative actual net profit at the end of the current period is less than the accumulative committed net profit at the end of the current period, the amount of cash to be compensated at the end of the current period shall be calculated according to the following formula:
The amount of cash to be compensated at the end of the current period = [total price of equity transfer x (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 sum of cumulative committed net profit in performance commitment II] - the cumulative amount of cash compensated in performance commitment II;
The total amount of cash promised for cumulative compensation shall not exceed the total price of equity transfer.
If the target company fails to realize the agreed profit in 2020 or 2021 and Mr. Fu Chengxian has paid part of the compensation to the company, the company agrees to return the compensation received in 2020 or 2021 when the target company realizes the three-year cumulative profit requirement in 2022.
If the total net profit in three years exceeds RMB 150.01 million, it is agreed to give Mr. Fu Chengxian excess reward. The excess reward is given in the form of dividend distribution. The amount of reward = (the part with total net profit exceeding RMB 150.01 million 19%), and the tax of excess reward shall be borne by Mr. Fu Chengxian.
(II) achievement of performance commitments in 20202021
According to the audit of Hexin Certified Public Accountants (special general partnership), the net profit of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. in 20202021 is as follows:
Unit: 10000 yuan
Total amount of the project in 2020 and 2021
Net profit commitment of rehabilitation materials 309200523200832400
The audited net profit realized by rehabilitation equipment actually reached 314.03133379164782%
Audited net profit realized by rehabilitation equipment after deducting non recurring profits and losses of 121.62, 117650 and 129812
Description of achievement of performance commitments
The net profit is calculated according to the lower of the current net profit and the current net profit after deducting non recurring profit and loss. The actual net profit of Zhejiang Innuovo Technology Co.Ltd(000795) rehabilitation equipment Co., Ltd. after deducting non recurring profit and loss from 2020 to 2021 is RMB 129812 million.
Innuovo Technology Co.Ltd(000795) March 10, 2022
