China International Capital Corporation Limited(601995)
About Guangdong Provincial Expressway Development Co.Ltd(000429)
Major asset purchases and related party transactions
Verification opinions on the achievement of performance commitments of the subject assets in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “the independent financial consultant”), as an independent financial consultant for the purchase of major assets and related party transactions of Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “the company”), in accordance with the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business for mergers and acquisitions of listed companies and other relevant provisions, After carefully checking the achievement of the performance commitment made by Guangdong Expressway Co., Ltd. (hereinafter referred to as “Provincial Expressway“), the performance commitment compensation obligor, in 2021, we hereby express the following opinions:
1、 Overview of this transaction
1. Introduction to the asset restructuring plan
The company and the shareholder of Guangdong Guanghui Expressway Co., Ltd. (hereinafter referred to as “Guanghui expressway”) signed the agreement between Guangdong Provincial Expressway Development Co.Ltd(000429) and Guangdong Expressway Co., Ltd. on paying cash to purchase 21% equity of Guangdong Guanghui Expressway Co., Ltd. on November 24, 2020, The company plans to use cash of 249354957600 yuan to acquire 21% equity of Guanghui company held by Provincial Expressway.
2. Approval procedures for matters related to this asset restructuring
On November 26, 2020, the proposal on the company’s major asset restructuring and related party transactions was considered and adopted at the 13th (Interim) meeting of the ninth board of directors of the company.
On December 15, 2020, the proposal on the company’s major asset restructuring and related party transactions was deliberated and adopted at the third extraordinary general meeting of shareholders of the company.
3. Implementation of matters related to this asset restructuring
On December 25, 2020, 21% equity of Guanghui expressway has been changed to the company’s name and the transfer procedures have been completed. 2、 Performance commitment and compensation arrangement
(I) content of performance commitment
The company and Guangdong Expressway signed the profit compensation agreement between Guangdong Provincial Expressway Development Co.Ltd(000429) and Guangdong Expressway Co., Ltd. (hereinafter referred to as “profit compensation agreement”) on November 24, 2020. The profit compensation agreement stipulates that the Provincial Expressway makes a commitment to the net profit of Guanghui company in 2020, 2021 and 2022 (hereinafter referred to as “profit compensation period”). During the profit compensation period, the net profit realized by Guanghui company after deducting non recurring profits and losses shall not be less than the following net profit:
Unit: 10000 yuan
Committed net profit
project
20202021 2022
Guanghui company 65247751112587312342009
(II) performance commitment compensation arrangement
The listed company shall separately disclose the difference between the net profit realized by Guanghui expressway after deducting non recurring profits and losses at the end of the current year (hereinafter referred to as “realized net profit”) and the predicted net profit of the current year in the corresponding annual report of each year within the compensation period, and the accounting office shall issue special audit opinions on it. The difference between the realized net profit and the predicted net profit shall be determined according to the special audit opinions issued by the accounting firm.
According to the special audit opinions issued by the accounting firm, if the accumulated net profit at the end of any fiscal year of Guanghui Expressway fails to reach the accumulated predicted net profit during the compensation period, the Provincial Expressway will compensate in cash according to the following agreement.
During the compensation period, if the accumulated net profit of Guanghui Expressway at the end of any accounting year does not reach the accumulated predicted net profit, the Provincial Expressway will make cash compensation to the listed company. The specific amount of compensation of the Provincial Expressway in that year shall be calculated and determined according to the following formula:
Current compensation amount of performance commitment = (cumulative predicted net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total predicted net profit of each year within the compensation period × Transaction price of underlying assets – accumulated compensation amount of Provincial Expressway
When the compensation amount calculated in each year is less than 0 yuan, it is taken as 0 yuan, and the compensated amount is not reversed. 3、 Achievement of performance commitments in 2021
According to the special audit report on the realization of profit forecast of Guangdong Guanghui Expressway Co., Ltd. (Yongzheng zhuanzi (2022) No. 310046) and audit report (Yongzheng Shenzi (2022) No. 148003) issued by YONGTUO Certified Public Accountants (special general partnership), Guanghui company realized a net profit of 11115645 million yuan in 2021, The net profit after deducting non recurring profit and loss is 1105444400 yuan, which is actually profitable
The number is 7142900 yuan less than the profit forecast of 1112587300 yuan, and the completion rate of profit forecast is 99.36%. By the end of 2021, the accumulated net profit (excluding non recurring profits and losses) was 1874677 million yuan, 1096122 million yuan more than the accumulated profit forecast of 17650648 million yuan, and the completion rate of profit forecast was 106.21%. 4、 Verification opinions of independent financial advisor
After verification, the independent financial consultant believes that the accumulated net profit of Guanghui Expressway by the end of 2021 is higher than the promised net profit, the performance commitment Party’s performance commitment on the subject assets in 2021 has been realized, and the Provincial Expressway does not need to compensate the company.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) opinions on the verification of the achievement of 2021 performance commitments of the subject assets of Guangdong Provincial Expressway Development Co.Ltd(000429) major asset purchase and related party transactions)
Financial advisor sponsor:
Xie Yi Longhai
China International Capital Corporation Limited(601995) mm / DD / yy
