Jiangsu Gian Technology Co.Ltd(300709)
Purchase the special audit report on the implementation of performance commitments of Shenzhen antxin Technology Co., Ltd. in 2021
Zhongxinghua Certified Public Accountants (special general partnership)
Zhongxinghuacitified publicaccountants LLP address: 20 / F, tower sohob, Lize, No. 20, Lize Road, Fengtai District, Beijing zip code: 100073 Tel: (010) 51423818 Fax: (010) 51423816
catalogue
1、 Special audit report
2、 Jiangsu Gian Technology Co.Ltd(300709) purchase of the performance commitment of Shenzhen antxin Technology Co., Ltd. in 2021
3、 Attachment
Zhongxinghua Certified Public Accountants (special general partnership) Z ho N G x i n g Hu a c e RT i f i e d p u b l i c a c o n TA n t s l p address (l o c a t i o n): 20 / F, Tower B, Lize SOHO, 20 Lize Road, Fengtai District, No. 20 Lize Road, Fengtai District, Beijing, Beijing PR China Tel (t e l): 0 1 0 – 5 1 4 2 3 8 1 8 fax (f a x): 0 1 0 – 5 1 4 2 3 8 1 6 about Jiangsu Gian Technology Co.Ltd(300709)
Buy Shenzhen antexin Technology Co., Ltd
Performance statement for 2021
Special audit report
Zthhhz (2022) No. 020004 Jiangsu Gian Technology Co.Ltd(300709) all shareholders:
We have reviewed the attached statement on the implementation of performance commitments of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as ” Jiangsu Gian Technology Co.Ltd(300709) “) for the year of Jiangsu Gian Technology Co.Ltd(300709) purchasing Shenzhen antxin Technology Co., Ltd. in 2021.
1、 Responsibilities of management
According to the accounting standards for business enterprises and relevant regulations of Shenzhen Stock Exchange, it is the responsibility of Jiangsu Gian Technology Co.Ltd(300709) management to prepare the statement on the realization of performance commitments of Jiangsu Gian Technology Co.Ltd(300709) purchase of Shenzhen antxin Technology Co., Ltd. in 2021 to ensure that its contents are true, accurate and complete and there are no false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express our opinions on the implementation of performance commitment of Jiangsu Gian Technology Co.Ltd(300709) purchasing Shenzhen antxin Technology Co., Ltd. in 2021 prepared by Jiangsu Gian Technology Co.Ltd(300709) management based on the implementation of assurance work. We have carried out the assurance business 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 standard requires us to plan and implement assurance work to obtain reasonable assurance that there is no material misstatement in the statement on the realization of performance commitments of Jiangsu Gian Technology Co.Ltd(300709) purchase of Shenzhen antxin Technology Co., Ltd. in 2021. In the assurance process, we have implemented audit procedures that we consider necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Audit conclusion
Zhongxinghua Certified Public Accountants (special general partnership)
We believe that the statement on the realization of performance commitments of Jiangsu Gian Technology Co.Ltd(300709) purchasing Shenzhen antxin Technology Co., Ltd. in 2021 prepared by Jiangsu Gian Technology Co.Ltd(300709) management has been prepared in accordance with the accounting standards for business enterprises and relevant regulations of Shenzhen Stock Exchange, which fairly reflects the realization of performance commitments of Shenzhen antxin Technology Co., Ltd. in 2021 in all major aspects.
This special audit report is only for the purpose of disclosure of Jiangsu Gian Technology Co.Ltd(300709) 2021 annual report, and shall not be used for any other purpose. Zhongxinghua Certified Public Accountants (special general partnership) Chinese certified public accountant:
(project partner)
Beijing, China Certified Public Accountant:
March 31, 2002
Jiangsu Gian Technology Co.Ltd(300709) purchase of performance commitment of Shenzhen antxin Technology Co., Ltd. in 2021
Jiangsu Gian Technology Co.Ltd(300709)
Buy Shenzhen antexin Technology Co., Ltd
Description of achievement of performance commitments in 2021
In accordance with the accounting standards for business enterprises and relevant regulations of Shenzhen Stock Exchange, Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company” or “the company”) has prepared this note.
1、 Basic information of the transaction
On November 11, 2020, the company signed the equity acquisition framework agreement with the former shareholders (Xu Mingqiang, Chen Mingfang, Yan Weijun and he Lang (hereinafter referred to as the “Transferor”) of Shenzhen antxin Technology Co., Ltd. (hereinafter referred to as “antxin”). On February 4, 2021, the company held the 31st meeting of the second board of directors and the 28th meeting of the second board of supervisors, deliberated and approved the proposal on acquiring 60% equity of Shenzhen antxin Technology Co., Ltd., and agreed that the company would acquire 60% equity of antxin with its own capital of RMB 180 million. According to relevant laws and regulations and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
On February 8, 2021, the company signed the equity transfer agreement with the transferor, and plans to invest 180 million yuan to transfer 30 million equity of antxin. After the equity transfer is completed, the company will hold 60% equity of antxin. The equity transfer price is based on the asset appraisal report on the value of all shareholders’ equity of Shenzhen antxin Technology Co., Ltd. involved in Jiangsu Gian Technology Co.Ltd(300709) plans to pay cash to purchase 60% equity of Shenzhen antxin Technology Co., Ltd. (Dongzhou Ping Bao Zi [2021] No. 0136) issued by Shanghai Dongzhou asset Appraisal Co., Ltd., which determines the value of all shareholders’ equity of antxin as 300 million yuan, The transfer price of 60% equity of Andersen is RMB 180 million.
On February 8, 2021, the company disclosed the progress announcement on the acquisition of 60% equity of Shenzhen antxin Technology Co., Ltd. the company has paid 30 million yuan for the first phase of equity transfer according to the equity transfer agreement on February 8, 2021, 60 million yuan for the second phase of equity transfer on March 11, 2021, with a total payment of 90 million yuan, and the remaining unpaid equity transfer is 90 million yuan.
On March 5, 2021, the industrial and commercial change registration procedures were handled for this equity transfer. The company has actually controlled the financial and operating policies of antxin in the middle of March 2021 and has the actual control right of antxin. In order to facilitate accounting, the company determined the purchase date of antxin as March 31, 2021 and included it in the consolidated financial statements from March 31, 2021.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Performance commitment of acquired assets
1. Performance objectives
The parties agree that with regard to the performance gambling of antxin for three years (20202022), the transferor promises to Jiangsu Gian Technology Co.Ltd(300709) purchase Shenzhen antxin Technology Co., Ltd. in 20202022. The performance objectives of the annual operating performance of antxin (committed net profit) are as follows:
(a) The performance target for 2020 is 12 million yuan;
(b) The annual performance target in 2021 is RMB 24 million;
(c) The performance target for 2022 is 36 million yuan.
The above performance objectives refer to the net profit attributable to the parent company after deducting non recurring profits and losses under the consolidated statement of antxin in the current year. At the end of each fiscal year within the performance commitment period, the transferee will hire a qualified accounting firm to issue a special audit report on the realization of the performance commitment of antxin in each fiscal year within the performance commitment period. The financial statements of antxin in the special audit report shall be prepared in accordance with the effective accounting standards for business enterprises and other applicable laws and regulations implemented by the transferee at that time. The actual net profit of Andersen in each fiscal year within the performance commitment period shall be determined according to the special audit report.
2. Compensation for non-compliance of performance commitments
If Andersen fails to realize the promised net profit within the performance commitment period, the transferor shall make cash compensation to the transferee, as follows:
(a) If the actual net profit of the current year during the performance commitment period of Andersen is lower than the promised net profit of the current year, but not lower than 80% of the promised net profit of the current year, the transferor does not need to make compensation in the current year.
(b) If the actual net profit of Andersen in any fiscal year during the performance commitment period is lower than 80% of the promised net profit in that year, the transferor shall pay cash compensation to the transferee within 20 working days after the special audit report on the realization of the performance commitment in that year is disclosed in the media designated by the listed company. The compensation amount shall be calculated as follows:
Amount to be compensated in the current year = (committed net profit in the current year – net profit realized in the current year) ÷ sum of accumulated committed net profits in the performance commitment period × Equity pricing in this transaction.
(c) After the expiration of the performance commitment period, if the accumulated net profit realized during the performance commitment period is lower than the accumulated committed net profit, the transferor shall continue to bear the performance compensation obligation to the transferee. The part that has fulfilled the compensation obligation in each year of the three-year performance commitment period shall be deducted. If the deduction is less than 0, it shall be calculated as 0, that is, the compensated part shall not be reversed. After the performance commitment expires, the performance compensation amount (if any) shall be determined according to the following formula:
Amount to be compensated (hereinafter referred to as “supplementary compensation amount”) = (sum of cumulative committed net profits in the performance commitment period – sum of cumulative realized net profits in the performance commitment period) ÷ sum of cumulative committed net profits in the performance commitment period × Equity pricing in this transaction – amount compensated by the transferor
The transferor shall pay the compensation amount (if any) and supplementary compensation amount (if any) for a single year in 2022 to the transferee within 20 working days after the special audit report on the achievement of performance commitments in 2022 is disclosed by the designated media of the listed company.
The transferor shall be jointly and severally liable for the compensation obligations of the transferee in case of failure to meet the above performance commitments.
The transferee has the right to directly deduct the compensation amount (if any) borne by the transferor from the unpaid transaction amount payable.
Jiangsu Gian Technology Co.Ltd(300709) purchase of performance commitment of Shenzhen antxin Technology Co., Ltd. in 2021
3. Guarantee of performance commitment
The transferor agrees to pledge 20% of the equity of antxin held by it after the completion of this equity transfer to the transferee as the guarantee of the transferor’s performance commitment. The transferor shall cooperate with the transferee to complete the registration procedures of the above equity pledge on the day when the equity delivery of this transaction is completed.
The parties agree and confirm that the creditor’s rights guaranteed by the above 20% pledged equity of Andersen are as follows:
(a) As the guarantee of cash compensation when the performance commitment of the transferor is not realized as agreed in this article;
(b) As the guarantee agreed in this agreement, the transferor shall make up the obligation for the part of antxin’s net assets less than 40 million yuan; (c) As agreed in this agreement, the transferor shall guarantee the actual payment of its subscribed capital contribution within 90 days from the date when 60% of the equity of antxin is changed and registered in the name of the transferee by industry and commerce;
(d) As agreed in this agreement, the transferor shall withdraw the bad debt provision in full if the account age of the company’s accounts receivable exceeds three years. If this part of bad debt exceeds the total amount of bad debt reserves of accounts receivable accrued by the company on the base date by 5.275 million yuan, the excess part of bad debt reserves confirmed by all parties is the guarantee of cash compensation obligations;
(e) As a guarantee for the relevant compensation and compensation obligations in the representations and warranties of this Agreement and the commitments after the closing;
(f) As the guarantee for other obligations of the transferor agreed in this agreement.
If the transferor fails to perform the relevant obligations under this agreement, and fails to pay the cash compensation, compensation or liquidated damages (hereinafter referred to as “the total debt of the transferor”) to the transferee, the transferee has the right to realize the pledge right; The transferee can execute the 20% equity of Andersen pledged by the transferor according to the ratio of the total debt of the transferor to the equity price of Andersen in this transaction.
If the transferor has completed the three-year performance commitment or has paid all the performance commitment compensation in accordance with this agreement, and the transferor has performed other relevant obligations in accordance with this agreement or has fully compensated or compensated the transferee and Andersen for the violation of relevant obligations, that is, the transferor will compensate the transferee
