Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group)
limited company
Audit report
Daxin zhuanshen Zi [2022] No. 700005
Daxin Certified Public Accountants (special general partnership)
WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP.
Wuyige certified public accountants LLP telephone: + 86 (10) 82330558 Xueyuan International Tower, 15 / F, No. 1 Zhichun Road, Haidian District, Beijing Fax: + 86 (10) 82327668 No. 1 Zhichun Road, Haidian dist, 15th floor, College International Building com. cn. Postal Code: Beijing, China 100083
Performance commitment completion audit report
Daxin zhuanshen Zi [2022] No. 700005 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. all shareholders:
1、 Review comments
We have reviewed the statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021 prepared by the management of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as “your company”).
We believe that the statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021 prepared by the management of your company has been prepared in accordance with the administrative measures for major asset restructuring of listed companies of China Securities Regulatory Commission, In all major aspects, it fairly reflects the completion of performance commitments of Changchun kinsay Pharmaceutical Co., Ltd. (hereinafter referred to as kinsay pharmaceutical) in 2021.
2、 Basis for forming audit opinions
We conducted the audit in accordance with the auditing standards for Chinese certified public accountants. The “responsibilities of certified public accountants” section of 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 your company and have fulfilled other responsibilities in terms of professional ethics.
We believe that our audit work provides a reasonable basis for expressing opinions.
3、 Responsibilities of management and Governance
The management of your company is responsible for truthfully and accurately preparing and disclosing the statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021 in accordance with the accounting standards for business enterprises and the measures for the administration of major asset restructuring of listed companies issued by China Securities Regulatory Commission, so that there are no false records, misleading statements or major omissions.
The management is responsible for supervising the reporting process of your company on the completion of performance commitments of kinsay pharmaceutical in 2021.
Wuyige certified public accountants LLP telephone: + 86 (10) 82330558 Xueyuan International Tower, 15 / F, No. 1 Zhichun Road, Haidian District, Beijing Fax: + 86 (10) 82327668 No. 1 Zhichun Road, Haidian dist, 15th floor, College International Building com. cn. Postal Code: Beijing, China 100083
4、 Responsibilities of Certified Public Accountants
Our goal is to express our opinions on the statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021 prepared by the management of your company on the basis of the implementation of the audit.
In the process of carrying out the audit work in accordance with the audit standards, we use professional judgment and maintain professional suspicion. At the same time, we also carry out the following work:
(I) plan and implement the audit work to obtain reasonable assurance whether there is no material misstatement in the above special instructions.
(II) in the process of audit, we have implemented audit procedures that we consider necessary, such as checking relevant accounting data and documents, spot checking accounting records and recalculation.
5、 Other explanatory matters
This report is only for the disclosure of your company’s annual report and shall not be used for other purposes. The improper use of Certified Public Accountants has nothing to do with the audit and the consequences caused by the improper use of certified public accountants.
Daxin Certified Public Accountants (special general partnership) Chinese certified public accountant: Wang Shuqi
Beijing, China Certified Public Accountant: Li Nan
March 15, 2002
Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. special statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021
Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
About Changchun jinshai Pharmaceutical Co., Ltd
Description on the completion of performance commitments in 2021
1、 Basic information of major asset restructuring
According to the resolution of the first extraordinary general meeting of shareholders of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. in 2019 and the reply on approving Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. to purchase assets and raise supporting funds from Jinlei and other issuing shares and convertible corporate bonds issued by China Securities Regulatory Commission (CSRC) [2019] No. 2140), Changchun High And New Technology Industries (Group) Inc(000661) purchase 29.50% minority equity of Changchun Jinsai Pharmaceutical Co., Ltd. (hereinafter referred to as “Jinsai pharmaceutical”) jointly held by Jin Lei and Lin dianhai.
The total appraisal value of the equity subject assets is 5636787900 yuan. The company issued 29862329 shares as the transaction consideration of 5186787900 yuan and issued 450 million yuan of convertible bonds as the remaining transaction consideration.
2、 Performance commitment of asset restructuring
1. Compensation overview
According to the performance prediction compensation agreement and its supplementary agreement signed by the listed company and the counterparty, Jin Lei and Lin dianhai, as performance commitment parties, promised that the net profit of kinsay pharmaceutical in 2019, 2020 and 2021 would not be less than 1558.1 million yuan, 1948.2 million yuan and 232.03 million yuan respectively, and the cumulative net profit in the commitment period would 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.
2. 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 committed net profit, the performance commitment party shall undertake the performance compensation obligation to the listed company in accordance with the performance prediction compensation agreement and its supplementary agreement.
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.
3. Compensation mode
The compensation for the performance of this transaction shall be in the form of shares or convertible bonds. Any year during the performance commitment period, such as
Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. special statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021
If compensation is required, the performance commitment party shall calculate the compensation amount and the number of shares or convertible bonds to 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.
4. Upper limit of compensation
(1) Compensation upper limit
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.
(2) Coverage of compensation ceiling on transaction consideration
According to the performance prediction compensation agreement signed by the listed company and the counterparty and its supplementary agreement, Jin Lei and Lin dianhai
Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. special statement on the completion of performance commitments of Changchun jinshai Pharmaceutical Co., Ltd. in 2021
As the performance commitment party, the compensation amount of each fiscal year is calculated as follows: the compensation amount of current performance commitment = (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 committed net profit in the performance commitment period × Valuation of underlying asset transaction – cumulative compensated amount. Accordingly, the coverage of the compensation ceiling of the counterparty to the consideration of this transaction is 100%.
3、 Completion of performance commitments
Audited by Daxin Certified Public Accountants (special general partnership), the net profit of kinsay pharmaceutical in 2021 is
37232095 million yuan. It is promised that the net profit in 2021 will be 2320.3 million yuan.
From 2019 to 2021, jinshai pharmaceutical achieved a cumulative net profit of 84168052 million yuan. During the commitment period 20192021, the accumulated net profit promised to be realized shall not be less than 5826.6 million yuan.
In conclusion, Kinsey pharmaceutical has fulfilled its performance commitment in 2021.
Note: the net profit in this section refers to the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses under the consolidation criteria
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