Bangdao Technology Co., Ltd. 2021
Special audit report on the difference between actual profit and profit forecast
PwC zttsz (2022) No. 2926 (Page 1 of 2) Longshine Technology Group Co.Ltd(300682) board of directors:
We have audited the financial statements of Bangdao Technology Co., Ltd. (hereinafter referred to as "Bangdao technology"), including the consolidated and company's balance sheet as of December 31, 2021, the consolidated and company's profit statement, the consolidated and company's statement of changes in shareholders' equity, the consolidated and 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 Bangdao 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 reasonable assurance on the statement of the difference between the actual profit and the profit forecast of Bangdao 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 bondao technology in all major aspects, so as to obtain reasonable assurance.
PwC zttsz (2022) No. 2926 (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 all major aspects in accordance with the provisions of the management measures and self regulatory guidelines, Whether there is sufficient and appropriate evidence to reflect the difference between the actual profit and profit forecast of Bangdao technology in all major 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 provisions of 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 Bangdao 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
Bangdao 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., Shanghai Yunju Venture Capital Co., Ltd. and Wuxi Puyuan investment partnership (limited partnership) and relevant supplementary agreements signed by the company and the shareholders Shanghai Yunju and Wuxi Puyuan of Bangdao Technology Co., Ltd. (hereinafter referred to as "Bangdao technology"), The company intends to purchase 40% equity of Bondo technology from Shanghai Yunju and 10% equity of Bondo technology from Wuxi Puyuan by means of non-public offering of shares. The transaction consideration is RMB 80 million, which is paid by issuing shares (hereinafter referred to as "heavy 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 purchase assets from Xu Changjun and others (zjxk [2019] No. 914) issued by China Securities Regulatory Commission on May 21, 2019, Longshine Technology Group Co.Ltd(300682) Co., Ltd. issued 52910052 shares to Shanghai Yunju Venture Capital Co., Ltd. and Wuxi Puyuan investment partnership (limited partnership).
On May 30, 2019, bondao technology held a shareholders' meeting and revised the articles of association of bondao technology. The shareholder with 50% equity of bondao technology was changed to Longshine Technology Group Co.Ltd(300682) Co., Ltd., completed the industrial and commercial change on May 31, 2019 and obtained a new business license.
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 Bangdao 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 Bangdao Technology Co., Ltd. using the income method and market method with September 30, 2018 as the appraisal base date, Zhuoxin Dahua pingbao Zi [2018] No. 2163 asset evaluation report of equity evaluation project of Longshine Technology Group Co.Ltd(300682) Co., Ltd. to acquire Bangdao Technology Co., Ltd. (hereinafter referred to as "asset evaluation report") and asset evaluation description of equity evaluation project of Longshine Technology Group Co.Ltd(300682) Co., Ltd. to acquire Bangdao Technology Co., Ltd. (hereinafter referred to as "asset evaluation description") were issued. According to the asset appraisal report, as of September 30, 2018, the appraisal value of 100% equity of Bangdao technology was 160 million yuan. In the above major asset restructuring transactions, 50% of the shares of Bangdao technology take the evaluation value as a reference
Based on. According to the asset appraisal description, the estimated net profits of Bangdao technology in October December 2018, 2019, 2020 and 2021 are 279098 million yuan, 124426 million yuan, 154528 million yuan and 1802956 million yuan respectively.
According to the profit forecast compensation agreement between Longshine Technology Group Co.Ltd(300682) Co., Ltd. and Wuxi Puyuan investment partnership (limited partnership) (hereinafter referred to as the "profit commitment compensation subject") signed by Longshine Technology Group Co.Ltd(300682) and the shareholder of Bangdao technology, Bangdao technology 2018, 2019 The committed net profits in 2020 and 2021 are not less than 110 million yuan, 125 million yuan, 155 million yuan and 200 million yuan respectively. It also promises that if the net profit (cumulative) realized by Bangdao 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 owner of the target parent company after deducting non recurring profits and losses under the consolidated statement of Bangdao technology.
The 2021 financial statements of bondao technology have been audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), and an unqualified audit report of PWC Zhongtian Shen Zi (2022) No. 10061 has been issued.
The statement on the difference between the actual profit and the profit forecast of Bangdao 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 Bangdao technology in 2021: (I) difference between actual net profit in 2021 and estimated net profit by income method
Unit: RMB 10000
Project year 2021
Actual net profit 2296701
Estimated net profit by income method: 1802956
Difference 493745
(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
Owned by the parent company
Net profit of the company 13014542220405235842925421108422398
Less: attributable to parent company
Owner's after tax non
Recurrent profit and loss
Deducting non recurring profit and loss
Later attributable to the parent company
Net profit of the owner 12706072069287213096024440847914938
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%
To sum up, 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% Longshine Technology Group Co.Ltd(300682)
Legal representative person in charge of accounting work person in charge of accounting organization
