China International Capital Corporation Limited(601995)
About Xinjiang Tianshan Cement Co.Ltd(000877)
Verification opinions on the impairment test of the underlying assets of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "independent financial consultant") as an independent financial consultant for Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as " Xinjiang Tianshan Cement Co.Ltd(000877) ," listed company "or" company ") to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions, according to the administrative measures for major asset restructuring of listed companies According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the impairment test of the subject assets of Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "this transaction" and "this reorganization") in 2021 was verified, and the following verification opinions were issued.
1、 Basic information of impairment test
In order to ensure the interests of the company and all shareholders, China Building Materials Co., Ltd. (hereinafter referred to as "China building materials") signed the impairment compensation agreement between Xinjiang Tianshan Cement Co.Ltd(000877) and China Building Materials Co., Ltd. (hereinafter referred to as "impairment compensation agreement") with the company.
The main provisions of the impairment compensation agreement are as follows:
1. Impairment compensation period
The impairment compensation period of this reorganization is three consecutive fiscal years after the delivery date of this reorganization (including the year of the delivery date of this reorganization), i.e. 2021, 2022 and 2023.
2. Assets subject to impairment test
The company purchased 100% equity of China United Cement Group Co., Ltd., 8510134% equity of Nanfang Cement Co., Ltd., 7992845% equity of Southwest Cement Co., Ltd. and 100% equity of Sinoma Cement Co., Ltd. (hereinafter collectively referred to as "the subject assets of impairment test") from China Building Materials by issuing shares.
3. Impairment test compensation arrangement
The total transaction price of the assets subject to the impairment test is 88252520600 yuan. If the total closing value of the assets subject to the impairment test in any accounting year during the impairment compensation period (specifically the assessed value of the assets subject to the impairment test at the end of the accounting year) is impaired compared with the total transaction price of the assets subject to the impairment test in this reorganization, Then CNBM will compensate for such impairment amount (hereinafter referred to as "the ending impairment amount of the underlying asset") with the shares of Xinjiang Tianshan Cement Co.Ltd(000877) obtained in this restructuring, and the compensated shares will be repurchased and cancelled by Xinjiang Tianshan Cement Co.Ltd(000877) at a total price of 1 yuan. The number of compensation shares is calculated according to the following formula:
The number of compensation shares = the ending impairment amount of the underlying asset in the accounting year / issue price - the cumulative number of compensated shares of China building materials 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 in previous years, there is no need to compensate in this fiscal year, and the shares compensated in previous years will not be returned.
4. Implementation of impairment compensation
In case that CNBM is required to compensate Xinjiang Tianshan Cement Co.Ltd(000877) according to the impairment compensation agreement, Xinjiang Tianshan Cement Co.Ltd(000877) 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 subject-matter assets of the impairment test, notify CNBM in writing, and Xinjiang Tianshan Cement Co.Ltd(000877) shall send a notice to convene the board of directors and the general meeting of shareholders of the listed company, which shall be deliberated and approved by the general meeting of shareholders, Xinjiang Tianshan Cement Co.Ltd(000877) repurchases the number of shares that should be compensated in the current year from CNBM at a total price of RMB 1.00, and cancels them within 10 days thereafter.
2、 Impairment test
As of December 31, 2021, according to the special audit report of Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising matching funds and equity impairment measurement involved in related party transactions (hereinafter referred to as the "special audit report") issued by Tianzhi International Certified Public Accountants (special general partnership), the assessed value of the subject assets of the impairment test was 88492558300 yuan, Compared with the total transaction price of 88252520600 yuan, there is no impairment.
3、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that as of December 31, 2021, the subject assets of the impairment test involved in this transaction have not been impaired.
(no text below)
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) opinions on the verification of Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raise supporting funds and the impairment test of the underlying assets of related party transactions) sponsor of independent financial adviser:
Guo Yun, Li Jie
Wang Yuchen, Chen Feng
Independent financial consultant: China International Capital Corporation Limited(601995) mm / DD / yy
