Longshine Technology Group Co.Ltd(300682)
Securities code: Longshine Technology Group Co.Ltd(300682) securities abbreviation: Longshine Technology Group Co.Ltd(300682) Announcement No.: 2022034 securities code: 123083 securities abbreviation: Longxin convertible bonds
Longshine Technology Group Co.Ltd(300682)
Notes on the achievement of performance commitments of major asset restructuring
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as "the company" or " Longshine Technology Group Co.Ltd(300682) ") has prepared this description.
1、 Basic information of major asset restructuring
1. Overview of restructuring plan
According to the approval of the reply on approving Longshine Technology Group Co.Ltd(300682) Co., Ltd. to issue shares to Xu Changjun and others to purchase assets (zjxk [2019] No. 914) issued by China Securities Regulatory Commission, the company is responsible for issuing shares to Xu Changjun, Wuxi Jiehua investment partnership (limited partnership), Wuxi Xijie Zhicheng investment partnership (limited partnership), Wuxi Yipu investment partnership (limited partnership) Wuxi Yijie investment partnership (limited partnership), Shanghai Yunxin Venture Capital Co., Ltd. and other 18 counterparties purchased and held 96% equity of yishiteng Technology Co., Ltd. (hereinafter referred to as "yishiteng technology") and 50% equity of Bangdao Technology Co., Ltd. (hereinafter referred to as "Bangdao technology") from Shanghai Yunju Venture Capital Co., Ltd. and Wuxi Puyuan investment partnership (limited partnership), A total of 248211629 shares were issued.
2. Determination of transaction price
According to the asset appraisal report issued by Beijing Zhuoxin Dahua Asset Appraisal Co., Ltd., as of September 30, 2018, the appraisal value of 100% equity of yishiteng technology was 3076 million yuan. Compared with the owner's equity of the parent company, the appraisal value-added was 1774126400 yuan, the appreciation rate was 136.27%, and the corresponding appraisal value of 96% equity of yishiteng technology was 295296 million yuan. The assessed value of bondao technology is 160 million yuan. Compared with the owner's equity, the assessed value-added is 13638216 million yuan, the value-added rate is 577.45%, and bondao technology has 50% equity
Longshine Technology Group Co.Ltd(300682)
The corresponding evaluation value is 800 million yuan.
3. Implementation of reorganization
On May 31, 2019, 96.00% of the shares of yishiteng technology and 50.00% of the equity of Bangdao technology, the subject of the company's issuance of shares to purchase assets and related transactions, and the registration of relevant industrial and commercial change have been completed. Now the company holds 96.00% of the shares of yishiteng technology and 90.00% of the equity of Bangdao technology, and yishiteng technology and Bangdao technology have become the holding subsidiaries of the company.
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch accepted the application materials for registration of non-public offering of new shares of Longshine Technology Group Co.Ltd(300682) on June 13, 2019, and the relevant shares will be officially included in the register of shareholders of Longshine Technology Group Co.Ltd(300682) . The listing date of this batch of shares is June 24, 2019.
2、 Performance commitment of acquired assets
According to the profit forecast compensation agreement signed by Longshine Technology Group Co.Ltd(300682) and Xu Changjun, Wuxi Jiehua investment partnership (limited partnership), Wuxi Xijie Zhicheng investment partnership (limited partnership), Wuxi Yipu investment partnership (limited partnership) and Wuxi Puyuan investment partnership (limited partnership), the performance commitment period of this transaction is 2018, 2019 and 2020, Moreover, if the delivery of the underlying assets is later than December 31, 2018, the performance commitment period needs to be extended to 2021, and it is promised that if the net profit (cumulative) realized within the agreed profit compensation period fails to reach the promised net profit (cumulative), the compensation obligation will be performed in accordance with the profit forecast compensation agreement. The committed net profit is the net profit attributable to the shareholders of the target parent company after deducting non recurring profits and losses under the consolidated statement.
The net profit in the consolidated statements of yishiteng technology in 2018, 2019 and 2020 audited by an accounting firm with relevant securities business qualification hired by the listed company shall not be less than 150 million yuan, 200 million yuan and 250 million yuan respectively; If the performance commitment needs to be extended to 2021 because the project delivery is later than December 31, 2018, the promised net profit in 2021 shall not be less than 319 million yuan.
The net profit in the consolidated statements of Bangdao technology in 2018, 2019 and 2020 audited by an accounting firm with relevant securities business qualifications hired by the listed company shall not be less than 110 million yuan, 125 million yuan and 155 million yuan respectively; If the performance commitment needs to be extended to 2021 because the project delivery is later than December 31, 2018, the promised net profit in 2021 shall not be less than 200 million yuan.
3、 Achievement of acquired assets
Longshine Technology Group Co.Ltd(300682)
1. Yishiteng Technology
According to the audit, the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss in 2021 did not reach the promised net profit. After deducting the non recurring profit and loss, the realization rate of the net profit attributable to the owner of the parent company and the promised net profit was 97.34%. From 2018 to 2021, the accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses exceeds the accumulated committed net profit, with a realization rate of 100.75%.
Unit: RMB 10000
Total of the project in 2018, 2019, 2020 and 2021
Attributable to parent company
Net profit of the owner 187791824540252784244367108910787276 decrease: attributable to the parent company
After tax non profit of owner 1398043884964342015657691528270
Recurring profit and loss less non recurring
Attribution after profit and loss
Net profit of 17381142065529235004331053209259006 owned by the parent company
Moisten
Committed net profit 15 China Vanke Co.Ltd(000002) 0 China Vanke Co.Ltd(000002) 50 Grandjoy Holdings Group Co.Ltd(000031) 90 Jinling Pharmaceutical Company Limited(000919) 0000
Variance 238114 655.29 (149957) (846.80) 690.06
The realization rate is 115.87%, 103.28%, 94.00%, 97.34% and 100.75%
2. Bangdao Technology
According to the audit, the actual net profit of Bangdao technology in 2021 exceeded the predicted net profit evaluated by the income method. In 2021, the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss exceeded the promised net profit. After deducting the non recurring profit and loss, the realization rate of the net profit attributable to the owner of the parent company and the promised net profit was 122.20%.
From 2018 to 2021, the accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses exceeded the accumulated committed net profit, with a realization rate of 134.15%.
Unit: RMB 10000
Total of the project in 2018, 2019, 2020 and 2021
Longshine Technology Group Co.Ltd(300682)
Net profit attributable to the owner of 13014542220405235842925421108422398 of the parent company less: attributable to the parent company
308.47151118227469 980.26507460 after tax non recurring of the owner of the company
Non recurring loss deducted from profit and loss
Post profit attributable to owners of parent company 12706072069287213096024440847914938
Net profit
Committed net profit 11 Ping An Bank Co.Ltd(000001) 250 Sichuan New Energy Power Company Limited(000155) Shenzhen Zhongheng Huafa Co.Ltd(000020) Shenzhen Fountain Corporation(000005) 900000
Variance 1706078192875809604440842014938
The realization rate is 115.51%, 165.54%, 137.48%, 122.20%, 134.15%
Longshine Technology Group Co.Ltd(300682) board of directors
March 25, 2022
