China Securities Co.Ltd(601066) . Notice of Zhongtian Guofu Securities Co., Ltd. on Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. issuing shares and convertible bonds to purchase assets and raising supporting funds and related party transactions
Verification opinions on the achievement of performance commitments in 2021
China Securities Co.Ltd(601066) 、 Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “independent financial consultant”) is an independent financial consultant for Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as ” Changchun High And New Technology Industries (Group) Inc(000661) “, “listed company” and “company”) to issue shares and convertible bonds to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “this reorganization”), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the realization of the performance commitment of the target company made by the counterparty in 2021 was verified. The verification opinions are as follows:
1、 Performance commitment and compensation arrangement
(I) compensation overview
According to the performance prediction compensation agreement signed by the listed company and the counterparty and its supplementary agreement, Jin Lei and Lin dianhai, as performance commitment parties, promise that the net profit of Changchun Kinsey Pharmaceutical Co., Ltd. (hereinafter referred to as “Kinsey pharmaceutical”) in 2019, 2020 and 2021 will not be less than 1558.1 million yuan, 1948.2 million yuan and 232.03 million yuan respectively, The accumulated net profit realized during the commitment period shall not be less than 5826.6 million yuan. The net profit in the performance commitment refers to the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses under the consolidation criteria.
After the implementation of this asset restructuring, the listed company will hire an audit institution with securities and futures business qualification to conduct a special audit on the difference between the actual net profit of kinsay pharmaceutical during the performance commitment period and the net profit promised in the same period every year, and issue a special audit report. The difference between the actual net profit and the promised net profit shall be subject to the special audit report of the audit institution.
(II) compensation time and calculation method
If the accumulated net profit of kinsay pharmaceutical in any year during the performance commitment period is lower than the accumulated promised net profit, it shall bear the performance compensation obligation.
The calculation formula of performance compensation amount is: current performance commitment compensation amount = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ the sum of committed net profit in the performance commitment period × Valuation of underlying asset transaction – cumulative compensated amount. During the performance commitment period, if the number of shares, convertible bonds or amount to be compensated each year is negative or zero, it will be taken as 0, that is, the compensated shares, convertible bonds or cash will not be reversed.
(III) compensation method
The compensation for the performance of this transaction shall be in the form of shares or convertible bonds. In any year during the performance commitment period, if compensation is required, the performance commitment party shall calculate the compensation amount and the number of shares or convertible bonds that should be compensated by each party of the performance commitment party in the current period. The compensated shares or convertible bonds shall be repurchased by the listed company at a total price of 1.00 yuan; If the shares and convertible bonds of the listed company obtained through this transaction held by the performance commitment party are insufficient to make up the amount to be compensated, the difference shall be compensated by the performance commitment party with its own or self raised cash.
1. Calculation method of compensation shares and convertible bonds
Number of compensated shares in the current period = compensation amount of shares in the current period ÷ issuance price of assets purchased by issuing shares in the current period; number of compensated convertible bonds in the current period = compensation amount of convertible bonds in the current period ÷ 100
The number of compensation shares of each performance commitment party calculated according to the above calculation formula is accurate to 1 share. If there is a decimal in the calculation result, it shall be taken as an integer upward; The number of convertible bonds to be compensated shall be accurate to 1. If there is a decimal in the calculation result, it shall be taken as an integer upward.
If a listed company converts its capital reserve into share capital or distributes stock dividends during the performance commitment period, the amount of compensation shares shall be adjusted accordingly as follows:
Number of shares to be compensated in the current period (after adjustment) = number of shares to be compensated in the current period (before adjustment) × (1 + proportion of conversion to value-added shares or share offering). The issue price per share shall also be adjusted accordingly.
The cash dividends distributed by kinsay pharmaceutical during the performance compensation period shall be returned accordingly. The calculation formula is: return amount = cash dividends received per share before compensation (subject to the after tax amount) × Number of shares to be compensated.
2. Calculation method of cash compensation
If the number of shares and convertible bonds held by the performance commitment party is insufficient to compensate, the difference shall be compensated by the performance commitment party in cash. The specific compensation amount is calculated as follows:
Cash amount to be compensated in the current period = compensation amount in the current period – number of compensated shares in the current period × Issue price of assets purchased by issuing shares – number of compensated convertible bonds in the current period × 100。
3. Each party of the performance commitment party will pay the performance compensation amount that should be paid to the listed company according to the proportion of the transaction consideration obtained in this transaction to the total transaction consideration obtained by the performance commitment party. (IV) upper limit of compensation
The cumulative compensation amount (including performance commitment compensation and the following impairment test compensation) made by the performance commitment to the listed company is limited to the transaction consideration it obtains.
(V) impairment test and compensation
At the expiration of the performance commitment period, an audit institution with securities and futures qualification hired by the listed company shall conduct impairment test on kinsay pharmaceutical and issue an impairment test audit report. If the ending impairment amount of the underlying asset (i.e. 29.50% equity of kinsay pharmaceutical) is greater than the accumulated compensated amount, the counterparty shall compensate the listed company for the difference. Compensation amount for impairment test = ending impairment amount of the underlying asset – cumulative compensated amount.
The ending impairment amount of the underlying asset is the transaction consideration of the underlying asset minus the evaluation value of the underlying asset at the end of the performance commitment period, and the impact of capital increase, capital reduction, gift acceptance and profit distribution corresponding to the underlying asset within the compensation period shall be deducted.
Each counterparty will pay the amount of impairment test compensation that should be paid to the listed company according to the proportion of the transaction consideration obtained in this transaction to the total transaction consideration obtained by the counterparty. In any case, the cumulative compensation amount (including performance compensation amount and impairment test compensation amount) paid by each counterparty to the listed company in accordance with the performance prediction compensation agreement and its supplementary agreement shall not exceed the transaction consideration obtained by each counterparty through this transaction.
The way in which the counterparty undertakes the obligation of impairment test compensation to the listed company is consistent with the agreement on the way of performance compensation.
2、 Achievement of performance commitments of the target company in 2021
According to the audit report on the completion of performance commitments issued by Daxin Certified Public Accountants (special general partnership) (Daxin zhuanshen Zi [2022] No. 700005), audited by Daxin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 after deducting non recurring profits and losses was 37232095 million yuan, In 20192021, the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses accumulated by kinsay pharmaceutical was 84168052 million yuan.
Kinsey pharmaceutical has fulfilled its performance commitment in 2021.
3、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that: the performance commitment of kinsay pharmaceutical in 2021, the subject company of this transaction, is RMB 2320.3 million, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is RMB 37232095 million; During the commitment period (20192021), the accumulated performance commitment is 5826.6 million yuan, and the accumulated net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 84168052 million yuan; Kinsay pharmaceutical has completed its performance commitments in 2021, but it has not touched on the compensation obligation.
(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) , Zhongtian Guofu Securities Co., Ltd. on the implementation of 2021 performance commitment of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. on issuing shares and convertible bonds to purchase assets and raising supporting funds and related party transactions) financial advisor sponsor:
Cai Shiwen, Tian bin, Cui Denghui
China Securities Co.Ltd(601066) March 15, 2022 (there is no text on this page, which is the verification opinions of China Securities Co.Ltd(601066) and Zhongtian Guofu Securities Co., Ltd. on the realization of 2021 performance commitment of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. issuing shares and convertible bonds to purchase assets and raising supporting funds and related party transactions) Financial advisor sponsor:
Fan Kaizhong Kai
Zhongtian Guofu Securities Co., Ltd. March 15, 2022
