Minmetals Securities Co., Ltd
Verification opinions on the achievement of 2021 performance commitments of the subject assets of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. in issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Minmetals Securities Co., Ltd. (hereinafter referred to as "Minmetals securities" and "independent financial consultant") is the independent financial consultant of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as " Beihai Gofar Chuanshan Biological Co.Ltd(600538) ," listed company "and" company ") for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as" this transaction "and" this major asset reorganization "), In accordance with the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the performance commitments made by Kang Xiantong and other performance commitment parties on the achievement of the performance commitments of Guangzhou Goldman Sachs Biotechnology Co., Ltd. (hereinafter referred to as the "target company" and "Goldman Sachs biotechnology") in 2021 have been verified, and their opinions are as follows:
1、 Implementation of issuing shares and paying cash to purchase assets
The transaction plan includes: 1. Issuing shares and paying cash to buy assets; 2. Raise supporting funds. The listed company purchased 999779% equity of the target company held by 8 shareholders including Kang Xiantong, Jinghui Diantong, Wu Peicheng, Xu Xuebin, Zhang Fengxiang, Huada win-win, Zhang Zhengqin and Da'an Chuang Valley by issuing shares and paying cash, with a transaction price of 355693200 yuan.
On October 13, 2020, the listed company received the reply on approving Beihai Guofa Biological Industry Co., Ltd. to issue shares to Kang Xiantong and other companies to purchase assets and raise supporting funds (zjxk [2020] No. 2569) approved by the CSRC, and approved the company to issue shares to Kang Xiantong, Jing huidiantong, Wu Peicheng, Xu Xuebin, Zhang Fengxiang, Zhang Zhengqin Daan chuanggu and other counterparties issued 47370158 RMB ordinary shares to purchase relevant assets, and approved the company to issue shares to raise matching funds of no more than 100 million yuan.
On December 30, 2020, the listed company has issued shares and paid cash to purchase the equity of the target company to 8 counterparties, including Kang Xiantong, Jinghui Diantong, Wu Peicheng, Xu Xuebin, Zhang Fengxiang, Huada win-win, Zhang Zhengqin and Da'an Chuang valley.
On July 28, 2021, China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration, and the listed company has completed the registration of new shares of the raised matching funds on July 28, 2021.
2、 Performance commitment of acquired assets
The performance compensation period of this transaction is 2020, 2021 and 2022. The net profit actually realized by the target company in any year during the performance compensation period (which shall be the lower of the net profit attributable to the shareholders of the parent company before deducting the non recurring profit and loss or the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss) shall not be lower than the net profit confirmed by the target company and the performance commitment party on the basis of the profit forecast of the year recorded in the evaluation report issued by Zhongwei Zhengxin and listed in the following table:
Unit: 10000 yuan
Project 20202021 2022
Committed net profit 2270 Shandong Head Co.Ltd(002810) 00342000
If the net profit actually realized by the target company in any year of 2020 or 2021 is lower than 90% of the promised net profit of that year, the performance commitment party shall compensate the listed company for its performance in accordance with the relevant provisions of the profit compensation agreement and its supplementary agreement; If the net profit actually realized by the target company in any year of 2020 or 2021 reaches or is higher than 90% but less than 100% of the promised net profit of the current year, the performance commitment party is not required to compensate the listed company for the achievement of the annual performance, but the unrealized part of the annual performance (performance difference) shall be automatically included in the promised net profit of the next year, That is, the promised net profit of the next year will be adjusted to the sum of the original promised net profit of the next year and the performance difference of the current year.
If the net profit actually realized by the target company in 2022 is lower than the promised net profit of that year (including performance difference, if applicable), the performance commitment party shall compensate the listed company for its performance in accordance with the relevant provisions of the profit compensation agreement and its supplementary agreement.
3、 Achievement of acquired assets
According to the audit report (TJs [2022] No. 2-91) issued by Tianjian Certified Public Accountants (special general partnership), in 2021, the audited net profit attributable to the shareholders of the parent company of Goldman Sachs biology was 321536 million yuan. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 302877 million yuan, which exceeded the performance of 2.1877 million yuan and completed 107.79% of the promised performance in 2021.
4、 Audit opinions of independent financial adviser on performance commitments
The independent financial adviser consulted the asset purchase agreement and its supplementary agreement signed by the listed company and the counterparty, the profit compensation agreement and its supplementary agreement Tianjian Certified Public Accountants (special general partnership) checked the achievement of the above performance commitments in the audit report issued by the listed company and the assurance report on the completion of performance commitments of Guangzhou Goldman Sachs Biotechnology Co., Ltd. (tianjianshen [2022] No. 2-89).
After verification, the independent financial adviser believes that the performance commitment of Goldman Sachs biology in 2021 has been realized, and the counterparty does not need to compensate the performance of the listed company in 2021.
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