China International Capital Corporation Limited(601995)
About Cosco Shipping Development Company Limited(601866) issuing shares to purchase assets and raising matching funds and related party transactions
Special verification opinions on the achievement of performance commitments in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “independent financial consultant”) as an independent financial consultant of Cosco Shipping Development Company Limited(601866) (hereinafter referred to as ” Cosco Shipping Development Company Limited(601866) ,” company “or” listed company “) who issues shares to purchase assets and raise supporting funds and related party transactions, in accordance with the relevant provisions of the administrative measures for major asset restructuring of listed companies (hereinafter referred to as” administrative measures for restructuring “) and other laws and regulations, We have checked the fulfillment of the performance commitment made by the performance commitment compensation obligor in 2021 and made the following comments: I. Basic information of this transaction
After deliberation at the 30th meeting of the sixth board of directors on January 27, 2021 and the 36th meeting of the sixth board of directors on April 29, 2021, the resolutions of the first extraordinary general meeting of shareholders in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021 were adopted on June 10, 2021, And the reply on Approving the application of Cosco Shipping Development Company Limited(601866) issuing shares to COSCO Shipping Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 3283) issued by China Securities Regulatory Commission on October 20, 2021, In 2021, the company issued shares to purchase assets and raised supporting funds and related party transactions (hereinafter referred to as “this transaction”) mainly including issuing shares to purchase assets and raising supporting funds through non-public issuance of shares. (I) issuing shares to purchase assets
The listed company purchases 100% equity of universal Oriental international container (Qidong) Co., Ltd. (hereinafter referred to as “universal Qidong”) and 100% equity of universal Oriental international container (Qingdao) Co., Ltd. (hereinafter referred to as “universal Qingdao”) from COSCO Shipping Investment Holding Co., Ltd. (hereinafter referred to as “COSCO Shipping Investment”) by issuing shares 100% equity of Huanyu Oriental international container (Ningbo) Co., Ltd. (hereinafter referred to as “Huanyu Ningbo”) and 100% equity of Shanghai Huanyu Logistics Technology Co., Ltd. (hereinafter referred to as “Huanyu technology”, collectively referred to as the “target company”). The transaction price is determined by the appraisal results issued in good faith by the appraisal institution in line with the provisions of the securities law and filed with the competent State-owned Assets Supervision and administration institution. The benchmark date for the appraisal of the underlying assets of this transaction is December 31, 2020. According to the asset appraisal report (ztpbz [2021] No. 12085, ztpbz [2021] No. 12086, ztpbz [2021] No. 12087 and ztpbz [2021] No. 12088) issued by ZTC, the total appraisal value of all shareholders’ equity of the underlying company as of the benchmark date is 3561877100 yuan, Based on the assessed value, the transaction price of the assets to be purchased in this transaction is 35618771 million yuan after negotiation between the parties.
The pricing base date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 30th meeting of the sixth board of directors of the company. The stock issuance price of the purchase of assets by issuing shares this time is 2.51 yuan / share (no less than 90% of the average trading price of the company’s shares in the 120 trading days before the pricing base date). According to the proposal on the company’s profit distribution in 2020 deliberated and approved by the company’s 2020 annual general meeting, the company will distribute a cash dividend of 0.56 yuan (including tax) to all shareholders for every 10 shares on the basis of the total share capital registered on the equity registration date at the time of profit distribution in 2020 minus the share balance of the repurchased shares in the special repurchase account at that time. After ex dividend and ex right adjustment, the issue price of assets purchased by issuing shares this time is determined as 2.46 yuan / share.
According to the agreement on the purchase of assets by issuing shares and its supplementary agreement and the issuance price of the assets purchased by issuing shares this time, the number of new shares issued by the company to COSCO Shipping Investment for the purchase of assets by issuing shares this time is 1447917519.
On November 10, 2021, ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”) verified the capital of the non-public offering of shares to purchase assets and issued the capital verification report of Cosco Shipping Development Company Limited(601866) issuing shares to purchase assets (xyzh / 2021bjaa131537). (II) raising supporting funds
The listed company privately issued 530434782 RMB ordinary shares (A shares) to 8 specific investors including China Shipping Group Co., Ltd. (no more than 30% of the total share capital of the listed company before the transaction), and the issue price was 2.76 yuan / share (no less than 80% of the average transaction price of the company’s A-Shares 20 trading days before the pricing benchmark date and no less than the latest audited net assets per share of the company at the time of the issuance), The total amount of raised funds is 146399999832 yuan. After deducting the issuance expenses of 309504348 yuan (including value-added tax), the net amount of raised funds is 146090495484 yuan.
All the above raised funds have been received on December 16, 2021. On December 17, 2021, ShineWing verified the matching funds raised in this non-public offering and issued the capital verification report of Cosco Shipping Development Company Limited(601866) non public development bank share raised funds (xyzh / 2021bjaa131539). 2、 Performance commitment compensation arrangement (I) performance compensation period
The performance compensation period is three consecutive fiscal years after the completion of the transaction (including the year when the transaction is completed). If this transaction is completed before December 31, 2021 (inclusive), the performance compensation period of this transaction is 2021, 2022 and 2023; If the transaction cannot be completed before December 31, 2021 (inclusive), the compensation period is 2022, 2023 and 2024. (II) performance commitment
COSCO Shipping Investment promises that the income share of performance compensation assets during the performance compensation period shall not be lower than the following standards:
\uf081 according to the assets appraisal report (ztpbz [2021] No. 12085) and its appraisal description, the income of patent products related to the performance compensation assets of Huanyu Qidong in each year of the remaining service life of the performance compensation assets of Huanyu Qidong is divided into the following table:
Unit: 10000 yuan
Serial number project 20212022 20232024
1. Income from patented products 1464610128905113173191486330
2. The scoring rate is 1.38%, 1.10%, 0.88%, 0.70%
3. Share 202.12 141.80 115.92 104.04
4 discount period 0.5 1.5 2.5 3.5
5. Discount rate 17.18% 17.18% 17.18% 17.18%
6. Present value of share 186.72 111.79 77.99 59.73
Total present value of share 436.23
Based on the above, if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment promises that the audited revenue share of Huanyu Qidong performance compensation assets in 2021, 2022 and 2023 will not be less than 2021200 yuan, 1418000 yuan and 1159200 yuan respectively.
If the transaction cannot be completed before December 31, 2021 (inclusive), COSCO Shipping Investment promises that the audited revenue share of Huanyu Qidong performance compensation assets in 2022, 2023 and 2024 will not be less than 1418000 yuan, 1159200 yuan and 1040400 yuan respectively (hereinafter referred to as “Huanyu Qidong committed revenue share”).
For the avoidance of doubt, the income share of the above performance compensation assets = the income of patented products related to performance compensation assets × Revenue sharing rate.
At the end of each fiscal year during the performance compensation period, the listed company shall decide and hire an accounting firm in line with the provisions of the securities law to audit Huanyu Qidong and issue special audit opinions. If the income share of the audited performance compensation assets of Huanyu Qidong (hereinafter referred to as “realized income share”) realized by Huanyu Qidong during the performance compensation period is lower than the promised income share of Huanyu Qidong, COSCO Shipping Investment shall first compensate the listed company with the shares of the listed company obtained through this transaction, and the insufficient part shall be compensated in cash.
\uf082 according to the assets appraisal report (ztpbz [2021] No. 12088) and its appraisal description, the income of patent products related to the performance compensation assets of Huanyu science and technology in each year of the remaining service life of the performance compensation assets of Huanyu science and technology is divided into the following table:
Unit: 10000 yuan
Serial number project 20212022 20232024
1. Income from patented products 5576961477069248789085282437
2. The scoring rate is 1.34%, 1.07%, 0.86%, 0.69%
3 share 747.32 510.46 419.58 364.49
4 discount period 0.5 1.5 2.5 3.5
5. Discount rate 17.82% 17.82% 17.82% 17.82%
6 present value of share 688.48 399.15 278.46 205.32
Total present value of share 157141
Based on the above, if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment promises that the total audited revenue share of universal technology performance compensation assets in 2021, 2022 and 2023 will not be less than 7.4732 million yuan, 5.1046 million yuan and 4.1958 million yuan respectively. If the transaction cannot be completed before December 31, 2021 (inclusive), COSCO Shipping Investment promises that the total audited revenue share of Huanyu technology performance compensation assets in 2022, 2023 and 2024 will not be less than 5104600 yuan, 4195800 yuan and 3644900 yuan respectively (hereinafter referred to as “Huanyu technology committed revenue share”).
For the avoidance of doubt, the income share of the above performance compensation assets = the income of patented products related to performance compensation assets × Revenue sharing rate.
At the end of each fiscal year during the performance compensation period, the listed company shall decide and hire an accounting firm that meets the provisions of the securities law to audit Huanyu technology and issue special audit opinions. If the income share of the audited Huanyu technology performance compensation assets realized by Huanyu technology during the performance compensation period (hereinafter referred to as “realized income share”) is lower than the promised income share of Huanyu technology, COSCO Shipping Investment shall first compensate the listed company with the shares of the listed company obtained through this transaction, and the insufficient part shall be compensated in cash. (III) performance compensation method
If the cumulative actual revenue share of Huanyu Qidong or Huanyu technology performance compensation assets at the end of the current year during the commitment period is lower than the cumulative committed revenue share at the end of the current year, COSCO Shipping Investment shall compensate the listed company. The calculation formula of the number of shares that COSCO Shipping Investment shall compensate is as follows:
Amount of compensation payable in the current year = (total cumulative committed revenue share of performance compensation assets in the corresponding target company as of the end of the current year – total cumulative realized revenue share of performance compensation assets in the corresponding target company as of the end of the current year) ÷ total committed revenue share of performance compensation assets in each year of the target company during the performance compensation period × Transaction pricing of performance compensation assets evaluated by income method × The proportion of equity of the target company held by COSCO Shipping Investment sold to the listed company in this transaction – the cumulative amount of compensation (if any) by the end of the current year. For the avoidance of doubt, the actual revenue share of Huanyu Qidong performance compensation assets and Huanyu technology performance compensation assets will be calculated separately, and the amount of compensation payable in the current year will also be calculated separately.
Number of shares to be compensated in the current year = amount to be compensated in the current year ÷ amount of assets purchased by issuing shares this time
