Guotai Junan Securities Co.Ltd(601211)
About Shanghai New Power Automotive Technology Co., Ltd
Special verification opinions on the implementation of 2021 performance commitments of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ,” independent financial consultant “or” the independent financial consultant “) serves as the independent financial consultant of Shanghai New Power Automotive Technology Co., Ltd. (hereinafter referred to as” new power technology “,” listed company “or” the company “) for issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as” this reorganization “or” this transaction “), In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, SAIC Hongyan Automobile Co., Ltd. (formerly known as “SAIC Iveco Hongyan Commercial Vehicle Co., Ltd.”, hereinafter referred to as “SAIC Hongyan”) has 61.48% equity SAIC Fiat Hongyan power assembly Co., Ltd. (hereinafter referred to as “shangfeihong”) has verified the completion of performance commitment of 30.00% equity (hereinafter referred to as “performance commitment assets”) in 2021. The verification results and verification opinions are as follows:
1、 Overview of this transaction
The restructuring plan consists of two parts: issuing shares and paying cash to purchase assets and raising supporting funds by non-public offering of shares. The issuance of shares and the payment of cash for the purchase of assets are the premise and implementation conditions of the raising of supporting funds, but not the premise of the raising of supporting funds. The success of the final raising of supporting funds will not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets.
(I) issuing shares and paying cash to purchase assets
New power technology plans to purchase from Saic Motor Corporation Limited(600104) (hereinafter referred to as ” Saic Motor Corporation Limited(600104) “) 50.00% equity of SAIC Iveco commercial vehicle Investment Co., Ltd. (hereinafter referred to as “SAIC”) and 56.96% equity of SAIC Hongyan by issuing shares; Purchase 34.00% equity of SAIC Hongyan and 10.00% equity of Shanghai Feihong from Chongqing electromechanical holding (Group) Company by issuing shares; Shangyitou purchased its 9.04% equity of SAIC Hongyan by paying cash.
(II) raising supporting funds
In order to improve the integration performance of this transaction and pay the cash consideration of this transaction, new power technology plans to raise supporting funds from non-public issuance of shares by no more than 35 specific investors in accordance with relevant laws, regulations and normative documents. The number of shares to be issued shall not exceed 30% of the total share capital of the company before this reorganization, and the total amount of supporting funds raised shall not exceed 2 million yuan, The purchase price of the shares in this transaction shall not exceed 100%.
2、 Performance commitment
(I) performance commitment arrangement
According to the profit forecast compensation agreement and the supplementary agreement to the profit forecast compensation agreement signed between the company and Saic Motor Corporation Limited(600104) , the performance commitment Party of this transaction is Saic Motor Corporation Limited(600104) .
Saic Motor Corporation Limited(600104) for the 61.48% equity of SAIC Hongyan (including 56.96% equity of SAIC Hongyan held by Saic Motor Corporation Limited(600104) and 4.52% equity of SAIC Hongyan indirectly held by Saic Motor Corporation Limited(600104) through holding 50% equity of SAIC, hereinafter referred to as “performance commitment asset 1”) The 30% equity of shangfeihong (i.e. the 30% equity of shangfeihong indirectly held by Saic Motor Corporation Limited(600104) through holding 50% equity of shangyitou, hereinafter referred to as “performance committed assets 2”, together with performance committed assets 1, referred to as “performance committed assets”) makes a commitment on the profitability of the three fiscal years after the implementation of this restructuring, and compensates new power technology accordingly when the actual profit of the performance committed assets does not reach the profit forecast.
(II) performance commitment period
The performance commitment period of this transaction is three consecutive fiscal years (including the current year) from the date when Saic Motor Corporation Limited(600104) holds 50% of the equity of Shanghai Yitou and 56.96% of SAIC Hongyan transferred to new power technology, and completes the industrial and commercial change registration procedures. The restructuring transaction is actually completed before December 31, 2021, so the performance commitment period of this transaction is 2021, 2022 and 2023.
(III) performance commitment amount
The profit forecast corresponding to the performance commitment assets of this transaction is shown in the table below:
Unit: 10000 yuan
Performance commitment asset project 20212022 2023
Performance commitment assets 1 profit forecast after deduction 145026821281001984509 (SAIC Hongyan 61.48% equity) profit forecast before deduction 157929121281 Yifan Pharmaceutical Co.Ltd(002019) 903
Performance commitment asset project 20212022 2023
Profit forecast after deduction of non performance commitment assets 110938410103551006097 (30% equity of shangfeihong)
At the end of the audit period, a special audit opinion shall be issued on the actual profit of the new power during the audit period. When determining the actual profitability of performance commitment asset 1 according to the special audit opinions, the impact of the “smart factory” project of the raised investment project of this reorganization shall be excluded (Note: the income of the raised investment project will not be distinguished until the “smart factory” project reaches the expected usable state).
The actual profit of performance commitment assets shall be determined based on the above special audit opinions issued by qualified audit institutions. New power technology will separately disclose in the annual report of each year during the profit compensation period: (1) the difference between the actual profit before deduction of performance commitment assets and the predicted profit before deduction of performance commitment assets, (2) the difference between the actual profit after deduction of performance commitment assets and the predicted profit after deduction of performance commitment assets, And (3) the difference between the actual profit after deducting non-profit from performance committed assets and the predicted profit after deducting non-profit from performance committed assets.
(IV) compensation amount and compensation method
Saic Motor Corporation Limited(600104) guarantee that from the year when the transaction is completed to the end of any fiscal year during the profit compensation period, (1) the cumulative actual profit before non deduction of performance commitment asset 1 shall not be less than the sum of the cumulative non deduction profit forecast of performance commitment asset 1 as of the end of the current period as agreed in the agreement; (2) The actual profit after non deduction of performance commitment asset 1 shall not be less than the sum of the predicted profit after non deduction of performance commitment asset 1 as of the end of the current period; And (3) the actual profit after non deduction of performance commitment asset 2 shall not be less than the sum of the predicted profit after non deduction of performance commitment asset 2 as of the end of the current period.
If from the year when the transaction is completed to the end of any fiscal year during the profit compensation period, the actual profit before the cumulative deduction of performance commitment assets 1 does not reach the agreement in Item (1), or the actual profit after the cumulative deduction of performance commitment assets 1 does not reach the agreement in item (2), or the actual profit after the cumulative deduction of performance commitment assets 2 does not reach the agreement in Item (3), Then Saic Motor Corporation Limited(600104) must compensate new power technology as required.
According to the special audit opinions issued by the qualified audit institution, if from the year when the transaction is completed to the end of any accounting year during the profit compensation period, (1) the actual profit before non deduction of performance commitment asset 1 is less than the sum of the predicted profit before non deduction of performance commitment asset 1 by the end of the current period, Or (2) the actual profit after non deduction of performance commitment asset 1 is less than the sum of the predicted profit after non deduction of performance commitment asset 1 as of the end of the current period, or (3) the actual profit after non deduction of performance commitment asset 2 is less than the sum of the predicted profit after non deduction of performance commitment asset 2 as of the end of the current period, Then Saic Motor Corporation Limited(600104) shall give priority to compensate new power technology with its shares of new power technology obtained in this transaction; The insufficient part shall be compensated in cash.
During the profit compensation period:
(1) For performance commitment asset 1,
1) If the actual profit before non deduction of performance commitment asset 1 is less than the sum of the predicted profit before non deduction of performance commitment asset 1 by the end of the current period, The specific amount of share compensation shall be calculated according to the following calculation formula: current compensation amount = (predicted amount of accumulated non deducted profits of performance committed assets 1 as of the end of the current period – actual amount of accumulated non deducted profits of performance committed assets 1 as of the end of the current period) ÷ the sum of predicted amount of non deducted profits of performance committed assets 1 in each year during the profit compensation period × Performance commitment asset 1 transaction pricing – cumulative compensation amount – number of shares to be compensated in the current period = compensation amount in the current period / issue price per share of this transaction
2) If the actual profit after non deduction of performance commitment asset 1 is less than the sum of the predicted profit after non deduction of performance commitment asset 1 as of the end of the current period, The specific amount of share compensation shall be calculated according to the following calculation formula: current compensation amount = (the predicted amount of non deducted profits of performance committed assets 1 accumulated as of the end of the current period – the actual profit after non deducted profits of performance committed assets 1 accumulated as of the end of the current period) ÷ the sum of the predicted amount of non deducted profits of performance committed assets 1 in each year during the profit compensation period × Performance commitment asset 1 transaction pricing – cumulative compensation amount – number of shares to be compensated in the current period = compensation amount in the current period / issue price per share of this transaction
3) Notwithstanding the foregoing, if the cumulative actual profit before non deduction of performance committed asset 1 is less than the sum of the cumulative non deduction profit forecast of performance committed asset 1 as of the end of the current period, and the cumulative non deduction actual profit of performance committed asset 1 is less than the sum of the cumulative non deduction profit forecast of performance committed asset 1 as of the end of the current period, then for performance committed asset 1, The specific amount of share compensation shall be determined according to the higher value calculated in Items 1) and 2).
(2) In terms of employment performance commitment 2:
If the actual profit after non deduction of performance commitment asset 2 is less than the sum of the predicted profit after non deduction of performance commitment asset 2 by the end of the current period, the specific amount of share compensation shall be calculated according to the following calculation formula:
Compensation amount of the current period = (predicted profit after non deduction of performance commitment assets 2 accumulated as of the end of the current period – actual profit after non deduction of performance commitment assets 2 accumulated as of the end of the current period) ÷ total predicted profit of performance commitment assets 2 of each year during the profit compensation period × Performance commitment asset 2 transaction pricing – cumulative compensated amount
Number of shares to be compensated in the current period = compensation amount in the current period / issue price per share of this transaction
(3) For each performance commitment asset, the compensation amount of each year during the profit compensation period is calculated year by year. If the current compensation amount calculated according to the above formula in a certain year is less than 0, it is taken as 0, that is, the compensated amount is not reversed.
(4) From the date of completion of this offering, if the listed company implements share distribution, allotment and conversion of capital reserve into share capital during the profit compensation period, Saic Motor Corporation Limited(600104) the number of shares to be compensated in the current period calculated according to the above formula is adjusted to: the number of shares to be compensated in the current period calculated according to the above formula × (1 + proportion of conversion to increase or share offering or allotment).
(5) From the date of completion of this offering, if the listed company pays dividends during the profit compensation period, Saic Motor Corporation Limited(600104) the cash dividends corresponding to the compensated shares in the current period calculated according to the above formula shall be returned to the listed company. The calculation formula is: return amount = distributed cash dividends per share (subject to the after tax amount) × Number of shares to be compensated in the current period.
During the profit compensation period, if the shares of the listed company obtained by Saic Motor Corporation Limited(600104) in this transaction are insufficient to fulfill the obligation of profit compensation, the insufficient part shall be compensated in cash.
(V) impairment test
At the expiration of the profit compensation period, new power technology applies for a qualified audit institution to conduct impairment test on performance committed asset 1 and performance committed asset 2 respectively and issue an impairment test report. If the ending impairment amount of any performance commitment asset is greater than the cumulative compensation amount during the profit compensation period, Saic Motor Corporation Limited(600104) shall compensate new power technology separately. The specific compensation arrangement is as follows:
Number of shares to be compensated = (the ending impairment amount of the performance commitment assets – the cumulative compensation amount of the performance commitment assets during the profit compensation period) / the issue price per share of this transaction
Saic Motor Corporation Limited(600104) shall compensate new power technology in cash for the insufficient compensation shares.
Note 1: the amount of impairment at the end of the period refers to the valuation of performance commitment assets minus the evaluation value of performance commitment assets at the end of the period, and deducting the impact of capital increase, capital reduction, gift acceptance and profit distribution of performance commitment assets shareholders during the period of profit compensation. Note 2: from the date of completion of this offering, if the listed company implements share offering, share allotment and capital reserve conversion to share capital during the profit compensation period, the number of shares to be compensated calculated by Saic Motor Corporation Limited(600104) according to the above formula shall be adjusted to: the number of shares to be compensated according to the above formula × (1 + proportion of conversion to increase or share offering or allotment).
Note 3: from the date of completion of this offering, if the listed company pays dividends during the profit compensation period, the cash dividend corresponding to the shares to be compensated calculated by Saic Motor Corporation Limited(600104) according to the above formula shall be returned to the listed company. The calculation formula is: return amount = distributed cash dividend per share (subject to the after tax amount) × Number of shares to be compensated separately.
If the number of relevant compensation shares determined according to the above agreement is not an integer (accurate to bits), it shall be rounded up to an integer and Saic Motor Corporation Limited(600104) compensated to new power technology.
Saic Motor Corporation Limited(600104) the total amount of share compensation and cash compensation to new power technology for each performance commitment asset profit compensation and impairment compensation shall not exceed the transaction price of the performance commitment asset.
3、 Achievement of performance commitments
According to the special audit report of Shanghai New Power Automotive Technology Co., Ltd. on the difference between the actual profit of performance commitment assets and the profit forecast issued by Deloitte Huayong Certified Public Accountants (special general partnership)（
