Cosco Shipping Development Company Limited(601866)
Issue shares to purchase assets purchase assets 2021
Achievement of performance commitments
Assurance Report
Index page verification report
Notes on the implementation of 2021 performance commitments of issuing shares to purchase assets and purchasing assets 1-3
ShineWing certified public accountants, Chaoyang men North Street, Dongcheng District, Beijing Tel: + 86 (010) 65542288, 9 / F, block a, Fu Hua Manson,
ShineWing No.8, Chaoyangmen Beidajie,
Dongcheng District, Beijing, fax: + 86 (010) 65547190 certified public accounts 100027, P.R.China facile: + 86 (010) 65547190 issued shares to purchase assets purchased assets in 2021
Assurance report on achievement of performance commitments
XYZH/2022BJAA130216
Cosco Shipping Development Company Limited(601866) all shareholders:
We have carried out assurance work on the attached statement on the realization of 2021 performance commitments of issuing shares to purchase assets and purchasing assets (hereinafter referred to as the statement on the realization of performance commitments) prepared by Cosco Shipping Development Company Limited(601866) (hereinafter referred to as Cosco Shipping Development Company Limited(601866) company).
Cosco Shipping Development Company Limited(601866) the management of the company is responsible for preparing the statement of achievement of performance commitments in accordance with the administrative measures for major asset restructuring of listed companies (Order No. 53 of the China Securities Regulatory Commission) issued by the China Securities Regulatory Commission, and ensuring that its content is true, accurate and complete, and there is no material misstatement caused by fraud or error. Our responsibility is to express assurance opinions on the implementation of performance commitments on the basis of the implementation of 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 the audit or review of historical financial information, so as to explain whether there is no material misstatement in the realization of performance commitments and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the necessary assurance procedures such as inquiry, inspection and recalculation, and the selected procedures depend on our professional judgment. We believe that our assurance work provides a reasonable basis for issuing assurance opinions.
Cosco Shipping Development Company Limited(601866) explanation on the implementation of 2021 annual performance commitment of issuing shares to purchase assets and purchasing assets
January 1, 2021 to December 31, 2021
(unless otherwise indicated in this report)
Cosco Shipping Development Company Limited(601866)
Notes on the implementation of 2021 annual performance commitments for the purchase of assets by issuing shares in accordance with the relevant provisions of the measures for the administration of major asset restructuring of Listed Companies promulgated by the China Securities Regulatory Commission, Cosco Shipping Development Company Limited(601866) (hereinafter referred to as: the company) has prepared the notes on the implementation of 2021 annual performance commitments for the purchase of assets by issuing shares (hereinafter referred to as: the implementation of performance commitments). The company guarantees that the contents of the performance commitment realization statement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Basic information of issuing shares to purchase assets
According to the proposal of Cosco Shipping Development Company Limited(601866) issuing shares to purchase assets and raising supporting funds and related party transactions approved by the company’s first extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, The company issued shares to COSCO Shipping Investment Holding Co., Ltd. (hereinafter referred to as “COSCO Shipping Investment holding”) to purchase 100% equity of universal Oriental international container (Qidong) Co., Ltd. (hereinafter referred to as “universal Qidong”), 100% equity of universal Oriental international container (Qingdao) Co., Ltd. (hereinafter referred to as “universal Qingdao”) The issuing price of 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”) (hereinafter referred to as this transaction) is 2.51 yuan per share. 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 RMB 0.56 (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 the assets purchased by the shares issued this time is determined to be 2.46 yuan / share. According to the adjusted price, the number of new shares issued by the company to COSCO Shipping Investment Control for the assets purchased by the shares issued this time is 1447917519 shares.
On October 20, 2021, the company received 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.
As of November 10, 2021, the company has acquired 100% equity of Huanyu Qidong, 100% equity of Huanyu Qingdao, 100% equity of Huanyu Ningbo and 100% equity of Huanyu technology.
It was verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2021bjaa131537 capital verification report on November 10, 2021 Cosco Shipping Development Company Limited(601866) on the implementation of 2021 annual performance commitments of issuing shares to purchase assets and purchasing assets from January 1, 2021 to December 31, 2021
(unless otherwise indicated in this report)
2、 Performance commitment content
In the transaction of issuing shares to purchase assets this time, the compensation obligor of performance commitment is COSCO Shipping Investment Control. (1) Huanyu Qidong performance compensation assets
COSCO Shipping Investment and control promises that if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment and control 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 Control 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.
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 realized by Huanyu Qidong during the performance compensation period is lower than the promised income share of Huanyu Qidong, COSCO Shipping Investment Control 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.
(2) Huanyu technology performance compensation assets
COSCO Shipping Investment and control promises that if the transaction is completed before December 31, 2021 (inclusive), COSCO Shipping Investment and control promises that the total audited revenue share of Huanyu 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 Control promises that the total audited revenue share of universal technology performance compensation assets in 2022, 2023 and 2024 will not be less than 5104600 yuan, 4195800 yuan and 3644900 yuan respectively.
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 performance compensation assets realized by Huanyu technology during the performance compensation period is lower than the promised income share of Huanyu technology, COSCO Shipping Investment Control 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.
Cosco Shipping Development Company Limited(601866) on the implementation of 2021 annual performance commitments of issuing shares to purchase assets and purchasing assets from January 1, 2021 to December 31, 2021
(unless otherwise indicated in this report)
3、 Achievement of performance commitments in 2021
The audited revenue share of Huanyu Qidong and Huanyu technology performance compensation assets in 2021 is as follows:
Unit: 10000 yuan
Number of performance commitments in 2021 and realization rate in 2021
Huanyu Qidong performance compensation assets 202.12 410.49 203.09%
Huanyu technology performance compensation assets 747.32126032 168.65%
Total 949.44167081 175.98%
Huanyu Qidong performance compensation assets realized a revenue share of 4.1049 million yuan in 2021, with a realization rate of 203.09%; In 2021, Huanyu technology performance compensation assets realized a revenue share of 126032 million yuan, with a realization rate of 168.65%. Therefore, the performance compensation assets evaluated by the income method in the target assets of COSCO Shipping Investment Control have completed the performance commitment in 2021.
Cosco Shipping Development Company Limited(601866)
March 30, 2002
