On the expiration of the performance commitment period of the subject assets of major asset restructuring
Special impairment test report
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), And the agreement on the purchase of assets by issuing shares, the supplementary agreement to the agreement on the purchase of assets by issuing shares, the agreement on the commitment and compensation of the performance of the underlying assets, the agreement on the commitment and compensation of the performance of the underlying assets and the supplementary agreement to the agreement on the commitment and compensation of the performance of the underlying assets signed by the original shareholders of Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as “aerospace Chaoyang Power”) and Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as “the company” or “the company” or ” Beijing Aerospace Changfeng Co.Ltd(600855) “) and Beijing Aerospace Changfeng Co.Ltd(600855) Chaoyang Power Supply Co., Ltd. (hereinafter referred to as “aerospace Chaoyang power supply”) According to the supplementary agreement (II) to the performance commitment and compensation agreement of the underlying assets, the company has conducted impairment test on the value of all shareholders’ equity of aerospace Chaoyang power as of December 31, 2021 assessed by income method in the major asset reorganization of issuing shares to purchase assets in 2019. The details are as follows:
1、 Basic information of this major asset restructuring
According to the proposal on the scheme of issuing shares to purchase assets and related party transactions and the proposal on ( Beijing Aerospace Changfeng Co.Ltd(600855) issuing shares to purchase assets and related party transactions (Draft)) and its summary deliberated and adopted at the second extraordinary general meeting of shareholders in 2019, And the reply of China Securities Regulatory Commission on approving Beijing Aerospace Changfeng Co.Ltd(600855) to issue shares to purchase assets from China Aerospace Science and industry Defense Technology Research Institute (zjxk [2019] No. 2742), the company has implemented the issuance of shares to purchase assets (hereinafter referred to as “this transaction” or “this reorganization”).
At the price of 10.96 yuan / share, the company issued 44738297 shares to China Aerospace Science and industry Defense Technology Research Institute, the former shareholder of aerospace Chaoyang power supply, and 42949467 shares to Chaoyang Power Supply Co., Ltd., the former shareholder of aerospace Chaoyang power supply, for the purchase of 100% of the shareholders’ equity of aerospace Chaoyang power supply held by the above two. The assessed value of all shareholders’ equity of aerospace Chaoyang Power on February 28, 2019 is 9610579 million yuan.
On December 17, 2019, with the approval of Shuangta district market supervision and Administration Bureau of Chaoyang City, aerospace Chaoyang Power completed the industrial and commercial change registration procedures for the transfer of 100% of its equity to Beijing Aerospace Changfeng Co.Ltd(600855) .
On December 24, 2019, the company completed the registration procedures for the reorganization and issuance of shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
2、 Main contents of performance commitment and compensation agreement
The company and the former shareholders of aerospace Chaoyang Power signed the performance commitment and compensation agreement of the underlying assets in April 2019, the supplementary agreement of the performance commitment and compensation agreement of the underlying assets in July 2019, and the supplementary agreement of the performance commitment and compensation agreement of the underlying assets (II) in November 2019 to agree on the performance commitment and compensation of aerospace Chaoyang Power in this transaction.
1. Performance commitment period
The performance commitment period is three consecutive fiscal years after the completion of the transaction (including the year when the transaction is completed), namely 2019, 2020 and 2021.
2. Commitment performance indicators
According to the asset appraisal report (zthpb Zi (2019) No. 020426) issued by Beijing zhongtonghua Asset Appraisal Co., Ltd. and filed by the state owned assets supervision and Administration Commission of the State Council, as well as the relevant provisions of the supplementary agreement to the target asset performance commitment and compensation agreement and the supplementary agreement to the target asset performance commitment and compensation agreement (II), The compensation obligor of this restructuring (the former shareholder of aerospace Chaoyang Power) promises that the promised net profit (net profit after deducting non recurring profits and losses) of aerospace Chaoyang Power in 2019, 2020 and 2021 will not be lower than the following objectives respectively:
No. company name committed net profit (10000 yuan)
20192020 2021
1 Aerospace Chaoyang power supply 599520719144850657
3. Performance commitment compensation arrangement
If the cumulative net profit realized by aerospace Chaoyang power at the end of the current period in the performance commitment period is lower than the promised net profit, the original shareholder of aerospace Chaoyang Power triggers the performance compensation obligation. The company shall notify the compensation obligor in writing within 10 working days after the disclosure of the current special audit report. After receiving the written notice of the company, the compensation obligor shall perform the compensation obligation to the company in the form of compensation agreed in the agreement according to the current compensation amount specified in the notice.
4. Method and calculation formula of performance compensation
The promised net profit of each fiscal year shall not be lower than the actual net profit of each fiscal year. During the performance commitment period, if the actual net profit of aerospace Chaoyang power is lower than the promised net profit, the compensation obligor shall compensate the company for the difference according to the proportion agreed in the agreement; The compensation obligor shall give priority to share compensation, and the insufficient part shall be compensated in cash. The calculation formula of specific compensation is:
The amount to be compensated by the compensation obligor in the current period = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ the total amount of committed net profit in each year within the compensation period × Valuation of underlying asset transaction – cumulative compensated amount.
Number of shares to be compensated in the current period = amount to be compensated in the current period ÷ issue price of shares in this transaction. If the balance of shares to be compensated in the current year is less than 1 share, it shall be treated as 1 share.
In the application of the above formula, the following shall be followed:
(1) If the compensation amount calculated in any year is less than zero, it shall be taken as zero, and the compensated shares shall not be reversed;
(2) If the company gives shares or converts the reserve fund into share capital during the performance commitment period, the number of shares to be compensated in the above formula shall be adjusted to the number of shares to be compensated in the current period calculated according to the above formula × (1 + proportion of conversion to value-added shares or share offering);
(3) If the company implements cash dividends between the completion of the registration of new shares in this issuance and the completion date of compensation, the compensation obligor shall return the cash dividend income accumulated from the number of shares to be compensated before the share compensation to the company within 30 working days after the issuance of the special audit report on the underlying assets in the current year. The returned amount shall not be regarded as the compensated amount and shall not be included in the calculation formula of the amount to be compensated in each year;
The calculation formula of return is: return amount = cash dividend income per share before compensation × Number of shares to be compensated in the current year.
The actual net profit of aerospace Chaoyang power supply in each profit compensation year shall be determined by the special audit report issued by the accounting firm with securities and futures business qualification hired by the company at that time. 5. Impairment test compensation
When the performance commitment compensation period expires, the company shall conduct an impairment test on the underlying assets, and the accounting firm hired by the company with the qualification to perform securities and futures related business shall issue an impairment test report within 30 days after the issuance of the special audit report on the achievement of performance commitments in the last year of the profit commitment period.
For example, the ending impairment amount of aerospace Chaoyang Power the total number of compensated shares within the compensation period × If the issuing price of the assets purchased by issuing shares this time + the amount of compensated cash, the compensation obligor shall separately compensate with the shares obtained in this transaction, and the insufficient part shall be compensated in cash. The calculation formula is as follows:
Additional amount to be compensated = ending impairment amount of the underlying asset – total number of compensated shares within the compensation period × Issue price of assets purchased by issuing shares – compensated cash amount
Number of shares to be compensated = amount to be compensated / issue price of assets purchased by issuing shares this time
The amount of impairment is the transaction price of the underlying asset minus the end of the period evaluation value of the underlying asset, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of the shareholders of the underlying asset within the compensation period. If the company gives shares and converts capital reserve into share capital during the performance commitment period, the number of additional shares to be compensated shall be adjusted accordingly to: the number of additional shares to be compensated calculated according to the above formula × (1 + proportion of conversion to value-added shares or share offering).
If the company implements cash dividends during the performance commitment period, the compensation obligor will return the cash dividend income accumulated from the number of shares to be compensated before share compensation to the company. The calculation formula is: return amount = distributed cash dividend per share × Number of compensation shares. The return period is within 30 working days after the issuance of the impairment test report.
6. Performance compensation and upper limit of impairment test compensation
The parties to the transaction agree that the compensation obligor shall compensate the company according to the proportion of equity of the subject company held by each party. The compensation amount borne by the compensation obligors shall not exceed the transaction consideration of the underlying assets held by them in this transaction.
3、 Preparation basis of this report
This report is in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), As well as the preparation of the agreement on the purchase of assets by issuing shares, the supplementary agreement to the agreement on the purchase of assets by issuing shares, the agreement on the performance commitment and compensation of the underlying assets, the supplementary agreement to the performance commitment and compensation agreement of the underlying assets and the supplementary agreement (II) to the performance commitment and compensation agreement of the underlying assets signed by the company and the original shareholders of aerospace Chaoyang power.
At the same time, the company’s impairment test of the underlying assets as of December 31, 2021 is based on the asset evaluation report on the value of all shareholders’ equity of Beijing Aerospace Changfeng Co.Ltd(600855) Chaoyang Power Supply Co., Ltd. involved in the impairment test of Beijing Aerospace Changfeng Co.Ltd(600855) major asset restructuring performance commitment due issued by Zhongshui Zhiyuan asset evaluation Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2022] No. 010072).
4、 Impairment test and evaluation of underlying assets
(I) background and purpose of this assessment
According to the relevant provisions of the agreement on the purchase of assets by issuing shares, the supplementary agreement to the agreement on the purchase of assets by issuing shares, the performance commitment and compensation agreement of the underlying assets, the supplementary agreement to the performance commitment and compensation agreement of the underlying assets and the supplementary agreement to the performance commitment and compensation agreement of the underlying assets (II) signed by the company and the original shareholders of aerospace Chaoyang power, for the 100% equity value of aerospace Chaoyang Power assessed by the income method, It is necessary to conduct an impairment test on the transaction after its implementation and when the commitment period expires. Therefore, it is necessary to evaluate the fair value of all shareholders’ equity value of aerospace Chaoyang Power on December 31, 2021, so as to provide value reference basis for this economic behavior.
(II) impairment test and evaluation of the underlying assets
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. hired by the company has appraised the value of all shareholders’ equity of aerospace Chaoyang Power Supply Co., Ltd. on December 31, 2021 as the benchmark date, and issued (Zhongshui Zhiyuan pingbao Zi [2022] No. 010072) the asset appraisal report on the value of all shareholders’ equity of Beijing Aerospace Changfeng Co.Ltd(600855) Chaoyang Power Supply Co., Ltd. involved in the impairment test when the performance commitment of Beijing Aerospace Changfeng Co.Ltd(600855) major asset restructuring expires, The specific assessment results are as follows:
Unit: 10000 yuan
No. Company Name: asset range assessed value assessed by income method
1. Value of all shareholders’ equity of aerospace Chaoyang power supply 12147029
(III) during the impairment test, the company has performed the following procedures to Zhongshui Zhiyuan Asset Appraisal Co., Ltd.:
1. Zhongshui Zhiyuan Assets Appraisal Co., Ltd. has been fully informed of the background, purpose and other necessary information of this appraisal;
2. Prudently require Zhongshui Zhiyuan Assets Appraisal Co., Ltd. to ensure that the appraisal results are comparable with those in the previous appraisal report without violating its professional standards, it is necessary to ensure that there are no major inconsistencies in the appraisal assumptions, parameters and basis;
3. For the above uncertain or unconfirmed matters, they need to be informed in time and fully disclosed in their evaluation report.
4. Compare the valuation assumptions and valuation parameters disclosed in this appraisal report with those disclosed in the previous appraisal report to check whether there are significant inconsistencies.
5、 Test conclusion
We have passed the impairment test and obtained the following conclusions:
As of December 31, 2021, the total equity value of the shareholders of aerospace Chaoyang power was 1214702900 yuan. Considering the impact of dividends (201578 million yuan and 382754 million yuan respectively) implemented by aerospace Chaoyang Power in 2020 and 2021 during the performance commitment period, the total equity value of the shareholders of aerospace Chaoyang power was 1273136100 yuan as of December 31, 2021, compared with the transaction price of the asset of 9610579 million yuan during the major asset restructuring, The value of all shareholders’ equity of aerospace Chaoyang power has not been impaired.
Beijing Aerospace Changfeng Co.Ltd(600855) Co., Ltd. March 30, 2022
