Beijing Oriental Jicheng Co.Ltd(002819) about the implementation of 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd. on the performance commitments of Beijing wanlihong Technology Co., Ltd. in 2021
Audit report
Zhitong Certified Public Accountants (special general partnership)
catalogue
In the audit report, the company's statement on the realization of the performance commitment of Beijing Wanli 1-3 red Technology Co., Ltd. in 2021 by 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd
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Beijing Oriental Jicheng Co.Ltd(002819)
About 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd
On the performance of Beijing wanlihong Technology Co., Ltd. in 2021
Description and audit report of commitment realization
Zhi Tong Zhi Zi (2022) No. 110a004086 Beijing Oriental Jicheng Co.Ltd(002819) all shareholders:
We are entrusted to audit the consolidated and company's balance sheet of Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as Beijing Oriental Jicheng Co.Ltd(002819) company) as of December 31, 2021, the consolidated and company's income statement, consolidated and company's cash flow statement, consolidated and company's statement of changes in shareholders' equity and notes to financial statements in 2021, A special audit was conducted on the attached statement on the realization of the 2021 performance commitments of Beijing wanlihong Technology Co., Ltd. by 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd. (hereinafter referred to as the "statement on the realization of performance commitments") of Beijing Oriental Jicheng Co.Ltd(002819) company.
It is the responsibility of the management of Beijing Oriental Jicheng Co.Ltd(002819) company to prepare the statement on the realization of performance commitments in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, so as to ensure that its contents are true, accurate and complete, and there are no false records, misleading statements or major omissions, It is the responsibility of the management to express their opinions on the implementation of the audit.
We plan and implement the audit 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, so as to reasonably be sure that there is no material misstatement. In the audit work, we implemented the audit procedures that we considered necessary, including the verification of accounting records, in combination with the actual situation of Beijing wanlihong Technology Co., Ltd. We believe that our audit work provides a reasonable basis for issuing audit opinions.
After review, we believe that the statement on the achievement of performance commitments prepared by the management of Beijing Oriental Jicheng Co.Ltd(002819) company has been prepared in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, In all major aspects, it fairly reflects the difference between the actual profit of Beijing wanlihong Technology Co., Ltd. and the performance commitment of 20 shareholders such as wanlijincheng Venture Capital Co., Ltd. to Beijing wanlihong Technology Co., Ltd. in 2021.
This audit report is only for use when Beijing Oriental Jicheng Co.Ltd(002819) discloses the annual report and shall not be used for any other purpose.
Zhitong certified public accountants China Certified Public Accountants
(special general partnership)
Chinese certified public accountant
Beijing, China March 28, 2022
About 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd
On the performance of Beijing wanlihong Technology Co., Ltd. in 2021
Description of implementation of commitments
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company") carried out a major asset restructuring in 2021 in accordance with the reply of CSRC license [2021] No. 3033. The restructuring plan is as follows:
On September 18, 2020, Beijing Oriental Jicheng Co.Ltd(002819) held the 25th meeting of the 4th board of directors, deliberated and approved the transaction plan; On the same day, Beijing Oriental Jicheng Co.Ltd(002819) and the counterparty signed the agreement on issuing shares to purchase assets and the agreement on performance commitment and compensation. On February 9, 2021, Beijing Oriental Jicheng Co.Ltd(002819) obtained the filing form of accepting non-state-owned assets appraisal projects (filing No.: 2021020), and the asset appraisal report issued by Tianjian Xingye for this reorganization has been authorized to be filed by the state-owned assets supervision and administration department.
On February 22, 2021, Beijing Oriental Jicheng Co.Ltd(002819) and the counterparty signed the supplementary agreement to the agreement on issuing shares to purchase assets and the supplementary agreement to the performance commitment and compensation agreement. On February 23, 2021, Beijing Oriental Jicheng Co.Ltd(002819) held the 28th meeting of the 4th board of directors, deliberated and adopted the transaction draft. On March 19, 2021, Guoke holdings issued the reply on matters related to Beijing Oriental Jicheng Co.Ltd(002819) purchasing Beijing wanlihong Technology Co., Ltd. by issuing shares (Ke Zi FA Gu Zi [2021] No. 37), agreeing that Beijing Oriental Jicheng Co.Ltd(002819) purchasing no more than 79.30% of wanlihong's shares by issuing shares, and the transaction price is based on the recorded asset appraisal results; It is agreed that Dongfang Keyi holdings will participate in the subscription and raise supporting funds of no more than 600 million yuan. On March 25, 2021, Beijing Oriental Jicheng Co.Ltd(002819) held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the transaction plan. On September 17, 2021, the listed company received the reply on approving Beijing Oriental Jicheng Co.Ltd(002819) issuing shares to Wanli Jincheng Venture Capital Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 3033) issued by the CSRC. The company issued 130922004 shares to 20 shareholders including Wanli Jincheng Venture Capital Co., Ltd. (hereinafter referred to as "Wanli Jincheng") and purchased 78.33% equity of Beijing wanlihong Technology Co., Ltd. (hereinafter referred to as "Beijing wanlihong") held by 21 shareholders including Wanli Jincheng in accordance with the resolution of the first extraordinary general meeting of shareholders in 2021 and the CSRC zjxk [2021] No. 3033 document.
In this major asset restructuring, 20 shareholders including Wanli Jincheng, the shareholder of the company, made commitments to the performance of Beijing wanlihong in 2021. Performance commitments are as follows:
According to the performance commitment and compensation agreement and the supplementary agreement to the performance commitment and compensation agreement, the parties agree that if the transfer of the subject assets is completed before December 31, 2020 (including that day), the performance commitment period under this agreement is 2020, 2021 and 2022; If the transfer of the underlying assets cannot be completed before December 31, 2020 (inclusive), the performance commitment period under this agreement will be extended for one year, that is, 2020, 2021, 2022 and 2023. If the performance commitment period needs to be adjusted according to the actual delivery or the requirements of the CSRC, the parties shall negotiate and sign a supplementary agreement in accordance with the legal provisions in force at that time. According to the supplementary agreement of performance commitment and compensation agreement, the committed net profit of the subject assets in 2020, 2021, 2022 and 2023 (the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated financial statements of Beijing wanlihong realized in each fiscal year during the performance commitment period) is 71 million yuan, 21 million yuan, 310 million yuan and 391 million yuan respectively. 1、 Difference between performance and performance commitment of the company or related assets in 2021
The financial statements of Beijing wanlihong in 2021 were audited by Zhitong certified public accountants, and an unqualified audit report was issued on March 28, 2022. The report number is Zhitong Shenzi (2022) 110c005033. The audited net profit attributable to the parent company after deducting non recurring profits and losses in 2021 was 1116425 million yuan, which was 983575 million yuan lower than the performance commitment.
Reasons for differences:
1. The implementation of some projects in China has been delayed due to the delayed bidding situation, which has also affected the on-site delivery of some projects required by customers.
2. Due to the prolonged supply cycle of Xinchuang products and equipment, the supply of some products in the implementation project is delayed, and the conditions for project delivery and acceptance are not met; Due to the rising price of raw materials of core components of self owned safety products, the product cost increased and the gross profit margin decreased, affecting the growth of business gross profit.
Based on the above factors, the revenue growth and gross profit growth of Beijing wanlihong in 2021 did not meet the performance commitment expectations. 2、 The company has taken or plans to take the following measures to urge 20 shareholders such as Wanli Jincheng to fulfill their commitments.
1. Because the performance commitment and compensation performance commitment Party of this transaction promises that the actual net profit realized by the target company during the performance commitment period (the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses audited by the accounting firm filed by the CSRC and the relevant competent department of the state Council) is lower than the promised net profit (the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses), Therefore, the performance commitment party shall compensate the listed company in accordance with the agreement.
2. Within 3 months after the end of each fiscal year of the performance commitment period, the listed company shall apply for a special audit report issued by an accounting firm filed by the CSRC and the relevant competent department of the State Council. The difference between the promised net profit and the actual net profit of the target company shall be determined according to the special audit report issued by the accounting firm.
As the accumulated actual net profit of the target company in the first and second years of the performance commitment period did not reach 80% of the accumulated committed net profit of the two years, the compensation procedure was triggered in the second year.
Trigger the performance compensation procedure, and the performance commitment party shall give priority to compensate the listed company in the form of compensation shares, and the number of compensation shares shall not exceed the number of performance commitment shares obtained by the performance commitment party in this transaction; If the shares are insufficient for full compensation, the insufficient part shall be compensated to the listed company in cash.
The total amount of cumulative compensation of each party of the performance commitment party shall not exceed the total consideration of the performance commitment shares held by each party of the performance commitment party. The performance commitment parties shall bear the compensation liability under the agreement according to the proportion of their respective performance commitment shares in the total performance commitment shares of this transaction. The specific formula is as follows: the number of shares to be compensated by the performance commitment party = the number of shares to be compensated in the current period × (number of performance commitment shares of each performance commitment party ÷ number of performance commitment shares)
When the performance compensation procedure is triggered, each party of the performance commitment party shall compensate according to the above formula, without sequence, and shall not bear joint and several liability to each other; The positive difference between the number of shares to be compensated in the current period and the number of shares to be compensated by the performance commitment party shall be made up by Wanli Jincheng.
Due to the triggering of the performance compensation procedure, when the performance commitment parties unlock the performance commitment shares obtained by participating in this transaction, the number of performance commitment shares unlocked by the performance commitment parties shall be deducted from the number of shares compensated by the performance commitment parties in the current period.
3. The relevant parties promise that due to the ex rights matters such as the conversion of capital reserve to share capital or the distribution of stock dividends during the performance commitment period of the listed company, the aforesaid amount of share compensation in the current period shall be adjusted accordingly, that is, the amount of share compensation in the current period (after adjustment) = the amount of share compensation in the current period (before adjustment) × (1 + proportion of conversion to value-added shares or share offering). If the listed company has cash dividends and other ex dividend matters during the performance commitment period, the cumulative cash dividends corresponding to the current share compensation amount of the performance commitment shares held by the counterparty according to the above formula shall be presented to the listed company. 3、 Approval of this discrepancy statement
This discrepancy statement was approved by the 8th meeting of the 5th board of directors of the company on March 28, 2022 Beijing Oriental Jicheng Co.Ltd(002819) March 28, 2022
