Yishiteng Technology Co., Ltd. 2021
Special audit report on the difference between actual profit and profit forecast
PwC zttsz (2022) No. 2927 (Page 1 of 2) Longshine Technology Group Co.Ltd(300682) board of directors:
We have audited the financial statements of yishiteng Technology Co., Ltd. (hereinafter referred to as "yishiteng technology"), including the consolidated and the company's balance sheet as of December 31, 2021, the consolidated and the company's profit statement, the consolidated and the company's statement of changes in shareholders' equity, the consolidated and the company's cash flow statement and notes to the financial statements, And issued an unqualified audit report with report no. PwC ztsz (2022) No. 10061 on March 25, 2022. The preparation and fair presentation of the financial statements are the responsibility of the management of yishiteng technology. Our responsibility is to express an audit opinion on the overall financial statements on the basis of performing the audit work in accordance with the auditing standards for Chinese certified public accountants. Based on the audit of the above financial statements, we have accepted the entrustment to carry out the assurance business with reasonable assurance for the statement of the difference between the actual profit and the profit forecast of easyten Technology Co., Ltd. in 2021 (hereinafter referred to as the statement of the difference between the actual profit and the profit forecast) prepared by Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as the statement of the difference between the actual profit and the profit forecast). It is the responsibility of Longshine Technology Group Co.Ltd(300682) management to prepare and report the difference between the actual profit and the profit forecast in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures") and the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "self regulatory guide"), and to ensure its authenticity, legitimacy and integrity. This responsibility includes designing, implementing and maintaining the internal control related to the preparation and presentation of the statement of the difference between the actual profit and the profit forecast, and truthfully preparing and disclosing the statement of the difference between the actual profit and the profit forecast on an appropriate basis.
Our responsibility is to express opinions on the difference between the actual profit and the profit forecast on the basis of performing the assurance work. We have carried out the assurance work 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 code requires us to abide by the code of professional ethics, plan and implement the assurance work, so as to explain the difference between the actual profit and the profit forecast, whether it is prepared in accordance with the provisions of the management measures and self regulatory guidelines in all major aspects, and whether it reflects the difference between the actual profit and the profit forecast of yishiteng technology in all major aspects, so as to obtain reasonable assurance.
PwC zttsz (2022) No. 2927 (page 2 of 2) the assurance of reasonable assurance involves the implementation of assurance procedures to obtain the difference between the actual profit and the profit forecast, and whether it is prepared in accordance with the provisions of the management measures and self regulatory guidelines in all major aspects, Whether there is sufficient and appropriate evidence to reflect the difference between yishiteng technology's actual profit and profit forecast in all material aspects. The selected assurance procedure depends on the judgment of the certified public accountant, including the assessment of the risk of significant non-compliance with the management measures and self regulatory guidelines in the difference between the actual profit and the profit forecast. Based on the audit of the above financial statements, we explained the difference between the actual profit and the profit forecast, and implemented the necessary working procedures, including inquiry, verification, recalculation and so on. We believe that the evidence we have obtained is sufficient and appropriate, which provides a basis for issuing assurance opinions.
We believe that the above description of the difference between the actual profit and the profit forecast has been prepared in accordance with the administrative measures for major asset restructuring of listed companies and the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, which reflects the difference between the actual profit and the profit forecast of yishiteng technology in all major aspects.
This report is only for the purpose of Longshine Technology Group Co.Ltd(300682) disclosing in the 2021 annual report in accordance with the requirements of the management measures and self regulatory guidelines, and shall not be used for any other purpose. Certified public accountant of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership)
Li Xuemei
Certified public accountant of Shanghai, China
March 25, 2022 Qiao Yi
Yishiteng Technology Co., Ltd
Explanation of the difference between actual profit and profit forecast in 2021
Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as " Longshine Technology Group Co.Ltd(300682) " or "the company") and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Basic information of major asset restructuring
According to the agreement on the purchase of assets by issuing shares between Longshine Technology Group Co.Ltd(300682) Co., Ltd. and the shareholders and actual controllers of yishiteng Technology Co., Ltd. (hereinafter referred to as "yishiteng technology") and relevant supplementary agreements signed by the company and the shareholders and actual controllers of yishiteng Technology Co., Ltd. (hereinafter referred to as "yishiteng technology"), The company plans to purchase 96% shares of yishiteng technology from 20 shareholders of yishiteng technology in the form of non-public offering of shares, with the transaction consideration of RMB 295296 million, which is paid by issuing shares (hereinafter referred to as "major asset restructuring transaction").
The above major asset restructuring transactions were adopted by the board of directors of the company and deliberated and approved at the first extraordinary general meeting of shareholders in 2019 held on January 14, 2019. Approved by the reply on approving Longshine Technology Group Co.Ltd(300682) Co., Ltd. to issue shares to Xu Changjun and other shareholders to purchase assets (zjxk [2019] No. 914) issued by China Securities Regulatory Commission on May 21, 2019, Longshine Technology Group Co.Ltd(300682) Co., Ltd. issued 195301577 shares to Xu Changjun and other 20 shareholders.
On May 31, 2019, yishiteng technology held the third extraordinary general meeting of shareholders and revised the articles of association of yishiteng technology. The shareholder of 96% equity of yishiteng technology was changed to Longshine Technology Group Co.Ltd(300682) Co., Ltd., and the industrial and commercial change registration was completed on June 4, 2019.
In February 2020, the company completed the relevant industrial and commercial change registration procedures and changed its name from Longshine Technology Group Co.Ltd(300682) Co., Ltd. to Longshine Technology Group Co.Ltd(300682) . 2、 Description of the preparation basis of the difference between the actual profit and the profit forecast in 2021
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, the company has prepared the statement on the difference between the actual profit and the profit forecast of yishiteng Technology Co., Ltd. in 2021.
The asset appraisal institution Beijing Zhuoxin Dahua Asset Appraisal Co., Ltd. has appraised the value of all shareholders' equity of yishiteng Technology Co., Ltd. by using the income method and market method with September 30, 2018 as the appraisal base date, Zhuoxin Dahua pingbao Zi [2018] No. 2162 asset appraisal report on the equity appraisal project of Longshine Technology Group Co.Ltd(300682) Co., Ltd. to acquire yishiteng Technology Co., Ltd. (hereinafter referred to as "asset appraisal report") and asset appraisal description on the equity appraisal project of Longshine Technology Group Co.Ltd(300682) Co., Ltd. to acquire yishiteng Technology Co., Ltd. (hereinafter referred to as "asset appraisal description") were issued. According to the asset appraisal report, as of September 30, 2018, the appraisal value of 100% equity of yishiteng technology was 3076 million yuan. In the above major asset restructuring transactions, 96% of the shares of yishiteng technology are determined based on the evaluation value. According to the asset appraisal description, the estimated net profits of yishiteng technology from October to December 2018, 2019, 2020 and 2021 are 227357 million yuan, 1990702 million yuan, 2497949 million yuan and 3155491 million yuan respectively.
According to Longshine Technology Group Co.Ltd(300682) and Xu Changjun, the controlling shareholder of yishiteng technology The profit forecast compensation agreement between Longshine Technology Group Co.Ltd(300682) Co., Ltd. and the controlling shareholder of yishiteng Technology Co., Ltd. (hereinafter referred to as the "profit forecast compensation agreement") signed by Wuxi Jiehua investment partnership (limited partnership) and Wuxi Xijie Zhicheng investment partnership (limited partnership) (hereinafter referred to as the "profit forecast compensation agreement"), yishiteng technology 2018, 2019 The committed net profits in 2020 and 2021 are not less than 150 million yuan, 200 million yuan, 250 million yuan and 319 million yuan respectively. It also promises that if the net profit (cumulative) realized by yishiteng technology within the agreed profit compensation period fails to reach the promised net profit (cumulative), it will perform the compensation obligation 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 of yishiteng technology.
The 2021 financial statements of yishiteng technology have been audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), and an unqualified audit report (PWC Zhongtian Shen Zi (2022) No. 10061) has been issued.
The statement on the difference between the actual profit and profit forecast of yishiteng Technology Co., Ltd. in 2021 was deliberated and adopted at the 37th meeting of the third board of directors on March 25, 2022.
3、 Difference between actual profit and profit forecast of yishiteng technology in 2021: (I) difference between actual net profit in 2021 and predicted net profit assessed by income method
Unit: RMB 10000
Project year 2021
Actual net profit 3725006
Estimated net profit by income method: 3155491
Difference 569515
(II) difference between the net profit attributable to the owner of the parent company and the promised net profit after deducting non recurring profits and losses
Unit: RMB 10000
Total of the project in 2018, 2019, 2020 and 2021
Attributable to the parent company
The net profit of the owner is 187791824540252784244367108910787276
Less: attributable to parent company
Company owner's tax
Subsequent non recurring loss
Yi 1398043884964342015657691528270
Deducting non recurring losses
The benefit belongs to the mother
Company owner's
Net profit 17381142065529235004331053209259006
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%
To sum up, the actual net profit of yishiteng technology in 2021 exceeded the predicted net profit assessed by the income method. In 2021, the net profit attributable to the owner of the parent company after deducting non recurring profit and loss did not reach the promised net profit. After deducting non recurring profit and loss, the realization rate of net profit and promised net profit attributable to the owner of the parent company 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% Longshine Technology Group Co.Ltd(300682)
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