Assurance report on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd
catalogue
1、 Assurance report on the completion of performance commitments Page 1-2 II. Description of the completion of performance commitments Page 3-4
About Jiangsu Tianpeng power supply Co., Ltd
Assurance report on the completion of performance commitments
TJS [2022] No. 6-69
Jiangsu Azure Corporation(002245) all shareholders:
We have verified the attached statement on the completion of 20192021 performance commitments of Jiangsu Tianpeng power supply Co., Ltd. prepared by the management of Jiangsu Azure Corporation(002245) (hereinafter referred to as Jiangsu Azure Corporation(002245) company).
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the disclosure of the annual report of Jiangsu Azure Corporation(002245) company and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for the 2021 annual report of Jiangsu Azure Corporation(002245) company, submit it together with other documents and disclose it to the public.
2、 Responsibilities of management
Jiangsu Azure Corporation(002245) the management of the company is responsible for providing true, legal and complete relevant materials, preparing the statement on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd. in 20192021 in accordance with the relevant provisions of Shenzhen Stock Exchange, and ensuring that its contents are true, accurate and complete without false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to independently put forward the assurance conclusion on the above description prepared by the management of Jiangsu Azure Corporation(002245) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of the practice standards of Chinese certified public accountants. The Chinese CPA practice standards require us to plan and implement the assurance work to obtain reasonable assurance about whether the information of the assurance object is free from material misstatement. In the process of assurance, we conducted careful investigation, implemented procedures we considered necessary, including checking accounting records, and made professional judgment based on the obtained materials. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the statement on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd. in 20192021 prepared by the management of Jiangsu Azure Corporation(002245) company complies with the relevant provisions of Shenzhen Stock Exchange and truthfully reflects the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd. in 20192021. Tianjian Certified Public Accountants (special general partnership) Chinese certified public accountant: Cao Xiaoqin
Hangzhou, China Certified Public Accountant: Shen Wenwei
March 19, 2002
About Jiangsu Tianpeng power supply Co., Ltd
Description on the completion of performance commitments in 20192021
Jiangsu Azure Corporation(002245) (hereinafter referred to as the company) completed the acquisition of Jiangsu lvwei lithium energy Co., Ltd. (hereinafter referred to as Jiangsu lvwei) in 2019. According to the relevant regulations of Shenzhen Stock Exchange, the completion of performance commitments in 20192021 is described as follows.
1、 Basic information
Jiangsu lvwei, founded on December 23, 2011, is a holding subsidiary of lvwei Co., Ltd. (hereinafter referred to as Hong Kong lvwei). In February 2012, Jiangsu lvwei participated in Jiangsu Tianpeng power supply Co., Ltd. (hereinafter referred to as Jiangsu Tianpeng) through equity acquisition (with a shareholding ratio of 32%), and further turned Jiangsu Tianpeng into a wholly-owned subsidiary through equity acquisition in January 2013.
Jiangsu lvwei is a Jiangsu Azure Corporation(002245) holding subsidiary, and the company holds 47.06% equity of Jiangsu lvwei. In order to promote the company’s development strategy, integrate internal resources, improve operation efficiency and enhance the comprehensive competitiveness of the enterprise, the company signed the equity transfer agreement with Hong Kong lvwei and Suzhou yipengyuan equity investment partnership (limited partnership) (hereinafter referred to as Suzhou yipengyuan) on February 1, 2019. The company plans to acquire Hong Kong lvwei Suzhou yipengyuan holds 52.94% of the equity of Jiangsu lvwei (the corresponding capital contribution is US $18 million), of which, it purchases 35.29% of the equity of Jiangsu lvwei held by Hong Kong lvwei with RMB 776470588 in cash (the corresponding capital contribution is US $12 million); Purchase 17.65% equity of Jiangsu lvwei held by Suzhou yipengyuan with cash of 388235294 yuan (the corresponding capital contribution is US $6 million). After the completion of the above transaction, Jiangsu lvwei will become a wholly-owned subsidiary of the company. The 22nd Meeting of the 4th board of directors of the company deliberated and adopted the proposal on the acquisition of minority equity and related party transactions of holding subsidiaries; The 19th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on the acquisition of minority equity and related party transactions of holding subsidiaries.
Jiangsu lvwei’s main business is to provide lithium battery inspection and packaging services for Jiangsu Tianpeng. Jiangsu Tianpeng has established an independent and complete production workshop for lithium battery production, assembly and conversion, forming a large-scale cylindrical lithium-ion battery production capacity by introducing advanced management methods and internal accounting system, relying on advanced lithium-ion battery production technology and strong R & D capacity.
On September 21, 2020, the company signed the supplementary agreement on equity transfer with Hong Kong lvwei and Suzhou yipengyuan. All parties agreed to amend Article 6 “performance commitment and compensation” of the equity transfer agreement. The originally agreed performance commitment to Jiangsu lvwei was changed to performance commitment to Jiangsu Tianpeng, and the remaining committed net profit amount, calculation method, compensation and other terms remained unchanged.
2、 Performance commitment
According to the equity transfer agreement and supplementary agreement on equity transfer signed by the company with the former shareholders of Jiangsu lvwei, Hong Kong lvwei and Suzhou yipengyuan, the former shareholders of Jiangsu lvwei, Hong Kong lvwei and Suzhou yipengyuan promise that the net profit (after deducting non recurring profits and losses) attributable to the shareholders of the parent company in 2019, 2020 and 2021 will not be less than RMB 60 million.
3、 Completion of performance commitments
Jiangsu Tianpeng’s audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2019, 2020 and 2021 was 772236800 yuan, exceeding the commitment of 172236800 yuan, and completing 128.71% of the three-year performance commitment Jiangsu Azure Corporation(002245) March 19, 2002
