Shenzhen Leaguer Co.Ltd(002243)
Issuing shares to purchase assets and raising supporting funds
Audit report on impairment test of underlying assets of related party transactions
Dahuhezi [2022] 003235
Dahua Certified Public Accountants (special general partnership)
Da Hua Certified Public Accountants（Special General Partnership）
Shenzhen Leaguer Co.Ltd(002243)
Issuing shares to purchase assets and raising matching funds and related party transactions
Audit report on impairment test of underlying assets
Page 1 of the table of contents: audit report on the impairment test of the underlying assets of issuing shares to purchase assets and raising supporting funds and related transactions 1-2
2、 Shenzhen Leaguer Co.Ltd(002243) issue shares to purchase 1-5 assets and raise matching funds and the underlying assets of related party transactions
Impairment test report
Dahua Certified Public Accountants (special general partnership) 12 / F, building 7, yard 16, West Fourth Ring Middle Road, Haidian District, Beijing [100039]
Tel: 86 (10) 58350011 Fax: 86 (10) 58350006
www.dahua-cpa. com. Issuing shares to purchase assets and raising supporting funds
The audit report on impairment test of the underlying assets of related party transactions dahuhezi [2022] 003235 Shenzhen Leaguer Co.Ltd(002243) all shareholders:
We have accepted the entrustment and reviewed the attached test report on the impairment of the underlying assets of Shenzhen Leaguer Co.Ltd(002243) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the “test report on the impairment of the underlying assets”) prepared by Shenzhen Leaguer Co.Ltd(002243) company.
1、 Responsibilities of management
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), as well as the relevant requirements of the agreement on the purchase of assets by issuing shares and the performance compensation agreement signed by Shenzhen Leaguer Co.Ltd(002243) company and Shenzhen Qingyan Investment Holding Co., Ltd., the former shareholder of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd., and other 9 companies, to ensure that its contents are true, accurate and complete without false records Misleading statements or major omissions are the responsibility of the management of Shenzhen Leaguer Co.Ltd(002243) company.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express opinions on the impairment test report of the underlying assets prepared by the management of Shenzhen Leaguer Co.Ltd(002243) company on the basis of audit. We have carried out the audit business in accordance with the provisions of the auditing standards for Chinese certified public accountants. The auditing standards for Chinese certified public accountants require us to abide by the code of professional ethics, plan and implement the audit work, so as to obtain reasonable assurance on whether there is no material misstatement in the impairment test report of the underlying assets. During the audit process, we implemented audit procedures that we considered necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Audit conclusion
We believe that the impairment test report of the underlying assets prepared by the management of Shenzhen Leaguer Co.Ltd(002243) company has been prepared in accordance with the administrative measures for major asset restructuring of listed companies (revised in 2020) and relevant requirements issued by the China Securities Regulatory Commission, which fairly reflects the impairment test conclusion of the underlying assets of Shenzhen Leaguer Co.Ltd(002243) company in issuing shares to purchase assets and raising supporting funds and related party transactions in all major aspects.
4、 Restrictions on the users and purposes of the report
This audit report is only used for the disclosure of the 2021 annual report of Shenzhen Leaguer Co.Ltd(002243) company and shall not be used for any other purpose. We agree to take this audit report as a necessary document for the annual report of Shenzhen Leaguer Co.Ltd(002243) company, submit it together with other documents and disclose it to the public. Dahua Certified Public Accountants (special general partnership) Chinese certified public accountant:
Zhou Shanshan, Beijing, China Certified Public Accountant:
Zhou Lingzhi March 22, 2002
Shenzhen Leaguer Co.Ltd(002243) issue shares to purchase assets and raise matching funds and impairment test report of the underlying assets of related party transactions
Shenzhen Leaguer Co.Ltd(002243)
Issuing shares to purchase assets and raising matching funds and related party transactions
Impairment test report of underlying assets
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), as well as the original shareholders of Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as “the company”) and Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd., Shenzhen Qingyan Investment Holding Co., Ltd., Beijing Jiashi Yuantai Investment Center (limited partnership), Shanghai Hongdou Junda Asset Management Co., Ltd., Shenzhen Dingsheng Hetai investment consulting partnership (limited partnership) Relevant requirements of the agreement on issuing shares to purchase assets and the profit forecast compensation agreement signed by 9 companies, including Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shenzhen baifuxiang Investment Co., Ltd., Shenzhen Cihui qingkehui Investment Management Center (limited partnership), Shanghai Jincheng enterprise management center (general partnership) and qingkong venture capital Co., Ltd, The company has prepared the impairment test report of the underlying assets of issuing shares to purchase assets and raising supporting funds and related party transactions.
1、 Basic information of major asset restructuring
1. Counterparty
According to the reorganization plan of the company’s issuance of shares to purchase assets and raise supporting funds and related party transactions: the company provides loans to Shenzhen Qingyan Investment Holding Co., Ltd., Beijing harvest Yuantai Investment Center (limited partnership), Shanghai Hongdou Junda Asset Management Co., Ltd., Shenzhen Dingsheng Hetai investment consulting partnership (Limited partnership), Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shenzhen baifuxiang Investment Co., Ltd Nine enterprises including Shenzhen Cihui qingkehui Investment Management Center (limited partnership), Shanghai Jincheng enterprise management center (general partnership) and qingkong Venture Capital Co., Ltd. issued shares to purchase 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd, Among them, 40% of the equity of Shenzhen Shenzhen Leaguer Co.Ltd(002243) Venture Capital Co., Ltd. (hereinafter referred to as ” Shenzhen Leaguer Co.Ltd(002243) venture capital”) and 40% of the equity of Shenzhen liheyingfei Venture Capital Co., Ltd. (hereinafter referred to as ” Shenzhen Leaguer Co.Ltd(002243) venture capital”) held by Shenzhen liheyingfei Venture Capital Co., Ltd. (hereinafter referred to as “liheyingfei venture capital”) held by the subsidiary of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. (hereinafter referred to as “liheyingfei venture capital”) will be stripped, which will not be included in the scope of the restructuring object.
2. Subject matter of transaction
The basic information of the transaction object Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. is as follows:
Registered address: 1001, 10th floor, Tsinghua Information Port scientific research building, North District, high tech park, Nanshan District, Shenzhen
Legal representative: he Zhen
Date of establishment: August 31, 1999
Registered capital: 49524851500 yuan
Unified social credit Code: 91440 Jiangsu Canlon Building Materials Co.Ltd(300715) 228172g
Shenzhen Leaguer Co.Ltd(002243) issue shares to purchase assets and raise matching funds and impairment test report of the underlying assets of related party transactions
Business scope: general business items are: investment, construction, operation management and property service of innovation base of high-tech enterprises; Science and technology services for high-tech enterprises (including technology development, technology consultation, technology transfer, etc.); Incubation and innovation services of high-tech enterprises; Strategic investment and operation of emerging industries; Transformation services of scientific and technological achievements; Equity investment in science and technology enterprises; Enterprise management consulting and training; Import and export and international business. The licensed business items are: the second type of value-added telecommunications services.
3. Transaction price
According to the appraisal report of Zhonglian Investment Group Co., Ltd. , Considering the cash dividend of Shenzhen Leaguer Co.Ltd(002243) group after the benchmark date of appraisal of 65 million yuan, all parties agreed that the transaction consideration of Shenzhen Leaguer Co.Ltd(002243) group’s assets is 55016684 million yuan.
In this transaction, the benchmark date of share issue pricing for the company’s issuance of shares to purchase assets is the announcement date of the resolution of the board of directors on the consideration of the issue of shares to purchase assets and raise supporting funds, that is, the announcement date of the resolution of the eighth meeting of the Fourth Board of directors. The price of the shares issued this time is the average trading price of the shares 20 trading days before the pricing benchmark date, i.e. 6.93 yuan / share. The proposal on the distribution of the company’s annual dividend of RMB 0.88 per share (including the annual dividend of RMB 0.50 per share) was passed at the general meeting of shareholders on May 21, 2018, and the issue of the company’s annual dividend of RMB 0.88 per share was implemented on May 21, 2018. After the issuance quantity is adjusted according to the adjustment of the issuance price, the company needs to issue 799657103 shares to the counterparty in total.
4. Implementation
On December 2, 2019, the company has completed the asset transfer of acquiring 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. and completed the industrial and commercial change registration procedures. The delivery of the underlying assets involved in this transaction has been completed, and the company holds 100% equity of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd.
On December 9, 2019, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch accepted the application materials for registration of non-public offering of new equity of the company, and the relevant shares will be officially included in the register of shareholders of the company after being registered. The number of new shares in this non-public offering of the company is 799657103 shares (including 799657103 restricted shares).
2、 Completion of performance commitment of acquired assets and compensation scheme
(I) performance commitment and compensation scheme
1. Performance commitment and compensation scheme
The company has worked with the performance commitment party and restructuring compensation obligor [namely: Shenzhen Qingyan Investment Holding Co., Ltd., Beijing harvest Yuantai Investment Center (limited partnership), Shanghai Hongdou Junda Asset Management Co., Ltd., Shenzhen Dingsheng Hetai investment consulting partnership (limited partnership), Shenzhen yongzhuo Hengji investment enterprise (limited partnership), Shenzhen baifuxiang Investment Co., Ltd. and Shenzhen Cihui qingkehui investment management center (limited partnership), Shanghai Jincheng enterprise management center (general partnership), qingkong Venture Capital Co., Ltd. and other 9 enterprises] signed the profit forecast compensation agreement with effective conditions, and made the following arrangements for the performance commitment and compensation method of the asset impairment test report group of the subject of this Shenzhen Leaguer Co.Ltd(002243) issuance of shares to purchase assets and raise supporting funds and related transactions:
Shenzhen Leaguer Co.Ltd(002243) group’s audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of 2019, 2020 and 2021 shall not be less than 156.2 million yuan, 236 million yuan and 337.4 million yuan (including this amount), and the audited net profit attributable to shareholders of the parent company in the consolidated statements of Shenzhen Leaguer Co.Ltd(002243) group in 2019, 2020 and 2021 shall not be less than 270 million yuan, 330 million yuan 420 million yuan (including this amount). According to the special audit report, if the Shenzhen Leaguer Co.Ltd(002243) group fails to realize the agreed promised net profit, the above restructuring compensation obligor shall compensate the company and bear the corresponding compensation obligations according to the proportion of equity of Shenzhen Leaguer Co.Ltd(002243) group held as of the signing date of the profit forecast compensation agreement.
The number of shares to be compensated by the performance commitment party each year shall be calculated according to the following formula. The two commitment indicators listed in article 1.2 of the profit forecast compensation agreement (“net profit attributable to shareholders of the parent company after deducting non recurring profits and losses” and “net profit attributable to shareholders of the parent company”) shall apply the following formulas respectively, and the higher value in the calculation results shall prevail.
Number of shares compensated each year = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each year within the compensation period × The total transaction consideration obtained by the performance commitment party ÷ the issue price – the number of compensated shares. If the number of compensation shares calculated in each year is less than 1 share, it shall be calculated as 1 share.
The cumulative number of compensation shares in the profit forecast compensation period is limited to the total number of shares paid by Party A to the performance commitment party in this transaction. When performing the obligation of compensation, the performance commitment party shall obtain compensation through this transaction
