Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and equity impairment test involved in related party transactions
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Special audit report 12021 special note on equity impairment test involved in issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions 3 Xinjiang Tianshan Cement Co.Ltd(000877) special audit report on equity impairment test involved in issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Tian Zhi Ye Zi [2022] No. 13934 Xinjiang Tianshan Cement Co.Ltd(000877) all shareholders:
We have been entrusted to carry out the assurance business of limited guarantee for the attached special report on equity impairment test involved in issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions in 2021 (hereinafter referred to as the “special report on impairment test”) prepared by the management of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “your company”).
1、 Responsibilities of management
The management of your company is responsible for preparing a special report on impairment test in accordance with the relevant requirements of the accounting standards for business enterprises, the measures for the administration of major asset restructuring of listed companies issued by the China Securities Regulatory Commission and the agreement on impairment compensation between Xinjiang Tianshan Cement Co.Ltd(000877) and China Building Materials Co., Ltd. signed by your company and China Building Materials Co., Ltd., and is responsible for the design, implementation and maintenance of necessary internal control, To ensure that the content is true, accurate and complete, and there is no material misstatement caused by fraud or error.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on the special report of impairment test based on the implementation of assurance work. We have carried out the assurance of limited assurance in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to abide by the code of professional ethics, plan and implement the work, so as to obtain limited assurance on whether there is no material misstatement in the special report on impairment test prepared by the management of your company.
The nature and time of the procedures implemented by the limited assurance business are more reasonable, and the scope of the limited assurance business is different from that of the limited assurance business. Therefore, the assurance degree of limited assurance assurance business is far lower than that of reasonable assurance business. The selection of assurance procedures depends on the judgment of certified public accountants and our assessment of project risks. The procedures we implement mainly include understanding the process and basis of the impairment test performed by the management of your company, understanding and comparing important evaluation parameters, recalculating the amount of relevant items and other assurance procedures we think necessary.
3、 Assurance opinion
Based on the procedures implemented and the evidence obtained, we have not noticed anything that makes us believe that the special report on impairment test prepared by the management of your company has not been prepared on the basis listed in note III of the special report on impairment test in all major aspects.
4、 Other matters
This report is only for the purpose of your company disclosing the impairment test audit report in accordance with the measures for the administration of major asset restructuring of listed companies. It shall not be used for any other purpose without the written consent of the exchange.
Chinese certified public accountant
Tan Xue
Beijing, China (project partner):
March 25, 2002
Chinese certified public accountant: Cheng Kai
Xinjiang Tianshan Cement Co.Ltd(000877)
Special report on the equity impairment test involved in issuing shares and paying cash to buy assets and raise supporting funds and related party transactions in 2021 I. issuing shares and paying cash to buy assets and raise supporting funds
On September 9, 2021, Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company” or “the company”) received the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on approving Xinjiang Tianshan Cement Co.Ltd(000877) to issue shares to purchase assets and raise matching funds from China Building Materials Co., Ltd. (zjxk [2021] No. 2921). The company issued shares and paid cash, Purchase 999274% equity of Nanfang Cement Co., Ltd. (hereinafter referred to as “Nanfang cement”), 957166% equity of Southwest Cement Co., Ltd. (hereinafter referred to as “Southwest cement”), 100.00% equity of China United Cement Group Co., Ltd. (hereinafter referred to as “Zhonglian cement”) and 100.00% equity of Sinoma Cement Co., Ltd. (hereinafter referred to as “Sinoma cement”) from 26 counterparties such as China Building Materials Co., Ltd.
On September 30, 2021, the equity involved in this transaction completed the industrial and commercial transfer and delivery procedures.
2、 Impairment compensation commitment
In order to ensure the interests of the company and all shareholders of the company, China Building Materials Co., Ltd. signed the agreement on impairment compensation between Xinjiang Tianshan Cement Co.Ltd(000877) and China Building Materials Co., Ltd. (hereinafter referred to as the “impairment compensation agreement”) with the company in accordance with the guidelines for the application of regulatory rules – listing class No. 1 of China Securities Regulatory Commission and regulatory opinions.
The main provisions of the impairment compensation agreement are as follows:
1. Impairment compensation period
If the restructuring is completed in 2021, the impairment compensation period of the restructuring is 2021, 2022 and 2023; If the restructuring is completed in 2022, the impairment compensation period of the restructuring is 2022, 2023 and 2024.
2. Underlying assets
The company purchased 100% equity of Zoomlion cement, 8510134% equity of Nanfang cement, 7992845% equity of Southwest cement and 100% equity of Sinoma cement from China Building Materials Co., Ltd. by issuing shares.
3. Impairment test and compensation arrangement
The total transaction price of the underlying assets is 88252520600 yuan. If the total closing value of the underlying assets in any accounting year during the impairment compensation period (specifically the evaluation value of the underlying assets at the end of the accounting year) is lower than the total transaction price of the assets won the bid in this reorganization, Then China Building Materials Co., Ltd. will compensate for such impairment amount (hereinafter referred to as “the ending impairment amount of the underlying asset”) with the shares of the company it obtained in this transaction, and the compensated shares will be repurchased and paid back by the company at a total price of 1 yuan
Number of compensation shares = the ending impairment amount of the underlying asset in the accounting year / issue price (12.90 yuan / share) – the cumulative number of compensated shares of China Building Materials Co., Ltd. during the impairment compensation period.
When calculating the ending impairment amount of the above-mentioned target assets, the impact of capital increase, capital reduction, gift acceptance and profit distribution of the target company during the impairment compensation period shall be deducted.
If the ending impairment amount of the underlying asset in this fiscal year is less than the ending impairment amount of the underlying asset compensated by China Building Materials Co., Ltd. in previous years, there is no need to compensate in this fiscal year, and the shares compensated in previous years will not be returned.
The total amount of compensation to the company by China Building Materials Co., Ltd. shall not exceed the transaction price of the assets won the bid in this reorganization, and the number of compensation shares shall be limited to the total number of shares obtained in this transaction (including the number of shares added accordingly due to share giving, share capital conversion and share allotment).
4. Implementation of impairment compensation
In case that China National Building Materials Co., Ltd. needs to compensate the company, the company shall calculate the number of shares to be compensated within 30 days from the date when the audit institution issues a special audit opinion on the impairment test of the underlying assets, notify China National Building Materials Co., Ltd. in writing, and the company shall issue a notice of convening the board of directors and shareholders’ meeting of the listed company, which shall be deliberated and approved by the shareholders’ meeting, The company repurchases the number of shares that should be compensated from China Building Materials Co., Ltd. at a total price of RMB 1, and cancels them within 10 days thereafter.
If the repurchase and cancellation of the above compensated shares of China Building Materials Co., Ltd. is not considered and approved by the general meeting of shareholders of the company or cannot be implemented due to the lack of consent of relevant creditors, China Building Materials Co., Ltd. shall calculate the number of shares according to the following formula within 2 months after the occurrence of the above situation, And give the corresponding shares to other shareholders of the company (“other shareholders” refer to the holders of shares of other listed companies other than China Building Materials Co., Ltd. registered on the equity registration date determined in the announcement on the implementation of shares given by listed companies), and the specific calculation formula is as follows:
Number of shares to be presented to other shareholders = number of shares to be compensated – (total number of shares of listed companies held by China Building Materials Co., Ltd. – number of shares to be compensated) / (total number of shares of listed companies – number of shares to be compensated) × Number of shares to be compensated. Other shareholders of the company shall enjoy the shares that China Building Materials Co., Ltd. should give to other shareholders of the listed company according to the proportion of their shares in the listed company in the total shares of the listed company held by other shareholders of the company.
From the date when the number of shares to be compensated by China Building Materials Co., Ltd. is determined to the date when such shares are cancelled or donated to other shareholders, China Building Materials Co., Ltd. promises to give up the voting rights corresponding to such shares.
3、 Basis of report preparation
According to the impairment compensation agreement and the value of all shareholders’ equity involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Nanfang Cement Co., Ltd. (Walker international consultative report Zi [2022] No. 0129) issued by Walker (Beijing) International Asset Appraisal Co., Ltd The value of all shareholders’ equity of Southwest Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Southwest Cement Co., Ltd. (walkson international consultative report Zi [2022] No. 0130), the value of all shareholders’ equity of China United Cement Group Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of China United Cement Group Co., Ltd. (walkson international consultative report Zi [2022] No. 0131) The value of all shareholders’ equity of Sinoma Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Sinoma Cement Co., Ltd. (walkson international consultative report Zi [2022] No. 0132) (hereinafter referred to as “valuation report”) conducts impairment test on the underlying assets.
4、 Impairment test process
(I) valuation of underlying assets
1. Southern Cement
According to the value of all shareholders’ equity of Nanfang Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Nanfang Cement Co., Ltd. (walkson international consultative report Zi [2022] No. 0129) issued by walkson (Beijing) International Asset Appraisal Co., Ltd., with December 31, 2021 as the base date, the total shareholders’ equity of Nanfang cement evaluated by market method is 67686532300 yuan. After calculation, the valuation of 8510134% of the shareholders’ equity of Nanfang cement is 57602146000 yuan.
2. Southwest cement
According to the value of all shareholders’ equity of Southwest Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Southwest Cement Co., Ltd. (walkson international consultative report Zi [2022] No. 0130) issued by walkson (Beijing) International Asset Appraisal Co., Ltd., with December 31, 2021 as the base date, the valuation of all shareholders’ equity of Southwest cement assessed by market method is 5910174400 yuan. After calculation, 7992845% of the shareholders’ equity of Southwest cement is valued at 47239108 million yuan.
3. Zoomlion cement
According to the value of all shareholders’ equity of China United Cement Group Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of China United Cement Group Co., Ltd. (walkson international consultative report Zi [2022] No. 0131) issued by walkson (Beijing) International Asset Appraisal Co., Ltd., with December 31, 2021 as the base date, the total shareholders’ equity of Zhonglian cement evaluated by market method is 144255227 yuan.
4. Sinoma cement
According to the value of all shareholders’ equity of Sinoma Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Sinoma Cement Co., Ltd. (Walker international consultative report Zi [2022] No. 0132) issued by Walker (Beijing) International Asset Appraisal Co., Ltd., with December 31, 2021 as the base date, the total shareholders’ equity of Sinoma cement evaluated by market method is 11740978800 yuan.
(II) during the impairment test, the company has performed the following procedures:
1. The company has fully informed Watson (Beijing) International Assets Appraisal Co., Ltd. of the background, purpose and other necessary information of this appraisal.
2. For matters that are uncertain or cannot be confirmed, Watson (Beijing) International Asset Appraisal Co., Ltd. has been required to inform the company in time and fully disclose them in the valuation report.
3. The appraisal assumptions and parameters disclosed in the comparison valuation report are significantly inconsistent with the appraisal report on the basis of the underlying asset transaction.
4. Compare the valuation of the underlying assets based on December 31, 2021 with the total transaction price of the underlying assets to calculate whether there is impairment.
5、 Test conclusion
The valuation of the underlying assets based on December 31, 2021 is 88492558300 yuan, which is 240037700 yuan higher than the transaction price of 88252520600 yuan
