Central China Securities Co.Ltd(601375)
About Henan Yicheng New Energy Co.Ltd(300080)
Issuing shares and convertible bonds to purchase assets and raising matching funds and related party transactions
Verification opinions on the achievement of performance commitments in 2021
In 2020, Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as “the company”, “listed company” and ” Henan Yicheng New Energy Co.Ltd(300080) “) and Henan Pingmei Shoushan Chemical Technology Co., Ltd. (hereinafter referred to as “Shoushan chemical”) signed the asset purchase agreement by issuing shares and convertible bonds, and planned to issue shares and convertible bonds as consideration to purchase 30% equity of Pingmei Longji of Shoushan Chemical Institute, And raise matching funds by issuing shares and convertible bonds to no more than 35 qualified specific investors.
On December 11, 2020, Pingmei Longji completed the industrial and commercial change registration procedures for the transfer of assets in this transaction. Shoushan chemical transferred all its 30.00% equity of Pingmei Longji to Henan Yicheng New Energy Co.Ltd(300080) name. After the completion of this change, Henan Yicheng New Energy Co.Ltd(300080) holds 80.20% equity of Pingmei Longji in total.
Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) “) as the independent financial adviser of Henan Yicheng New Energy Co.Ltd(300080) major asset reorganization, according to the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as “the reorganization measures”) and the measures for the administration of financial advisory business of merger and reorganization of listed companies According to the relevant requirements of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the company has verified the realization of the performance commitments of the company in 2021, and expressed the following opinions:
1、 Performance commitment of the target company
(I) performance commitment
According to the performance compensation agreement signed by the listed company and Shoushan chemical, the obligor of profit commitment compensation, and the supplementary agreement to the performance compensation agreement, the performance commitment period of this transaction is 2020, 2021 and 2022.
Shoushan chemical makes a performance commitment for the intangible assets evaluated by the income sharing method in the asset-based method.
Unit: 10000 yuan
Project / year 20202021 2022
Predicted income share of intangible assets 285 Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 352275811
The income share of intangible assets promised this time is 285 Hangzhou Lianluo Interactive Information Technology Co.Ltd(002280) 352275811
Note: income share of intangible assets promised this time = income predicted in this appraisal income share rate
During the performance commitment period, Shoushan chemical will compensate the listed company in the form of share based payment year by year if the cumulative realized intangible asset income share of the performance commitment assets by the end of the year is lower than the cumulative committed income share by the end of the year.
The performance compensation amount of the counterparty to the target company is limited to the evaluation value of relevant intangible assets evaluated by the income sharing method and the proportion of Pingmei Longji equity sold by the counterparty this time. The evaluation value of intangible assets evaluated by the income sharing method is 237376 million yuan, and the proportion of Pingmei Longji equity sold by the counterparty is 30%, that is, the upper limit of the performance compensation amount of the counterparty this time is 7.1213 million yuan.
(II) compensation arrangement
1. Determination of compensation obligation
A listed company shall, at the end of each fiscal year within the compensation period, hire an accounting firm qualified to engage in Securities and futures related business (hereinafter referred to as “qualified audit institution”) to issue special audit opinions on the achievement of the performance commitment assets and the actual income sharing of the target company. The consistency of the company’s accounting standards, accounting policies and other regulations shall be maintained during the preparation of accounting statements. During the performance commitment period, accounting policies and accounting estimates shall not be changed without the approval of the board of directors of the target company.
The amount of revenue share of the target company corresponding to each year during the compensation period shall be determined based on the above special audit opinions issued by qualified audit institutions.
2. Calculation method of performance compensation
Shoushan chemical shall compensate Henan Yicheng New Energy Co.Ltd(300080) with Henan Yicheng New Energy Co.Ltd(300080) shares obtained through this transaction year by year. The calculation formula is as follows:
The amount of compensation payable in the current period = (the amount of revenue sharing accumulated and committed as of the end of the current period – the amount of revenue sharing accumulated and realized as of the end of the current period) ÷ the total amount of revenue sharing in each year within the compensation period × The intangible assets in this transaction are valued according to the income sharing method × In this transaction, the proportion of the equity of Pingmei Longji sold by the opposite party to the listed company – the accumulated compensated amount.
Number of shares to be compensated in the current period = amount to be compensated in the current period / issue price of the shares
If Henan Yicheng New Energy Co.Ltd(300080) in the period of compensation, the number of shares to be compensated in the current period shall be adjusted to: the number of shares to be compensated × (1 + share offering or conversion ratio).
The profit forecast compensation is calculated on an annual basis. If any commitment year fails to reach the promised income of the current year, it shall be compensated according to the above calculation formula. In the case of annual compensation, when the amount of compensation calculated in each year is less than 0, it shall be taken as 0, that is, the amount of compensation will not be offset, and the compensated shares will not be returned. If there is a mantissa after the number of shares to be compensated calculated according to the formula, it shall be handled by rounding off the mantissa and adding 1 share.
The listed company shall notify the counterparty in writing of the report results within twenty (20) working days after the issuance of the annual special audit report of annual performance commitment.
After the expiration of the compensation period, the listed company shall convene the board of directors within thirty (30) working days after the qualified audit institution issues the annual special audit report on the performance commitment of the current year, determine the amount to be compensated by the counterparty and the number of shares to be compensated according to the calculation formula agreed in the terms of this agreement, and consider the relevant plans for repurchasing and cancelling the shares to be compensated by the listed company, And simultaneously perform the relevant procedures of notifying creditors and other laws and regulations on reducing registered capital.
3. Impairment test compensation method
After the expiration of the compensation period, the listed company shall employ a qualified audit institution to conduct impairment test on all intangible assets evaluated by the income method and issue an impairment test audit report.
If the ending impairment amount of the listed assets after the expiration of the compensation period is greater than the amount to be compensated, the counterparty shall separately compensate the listed company for the difference in accordance with this agreement. Compensation amount for impairment test = ending impairment amount of listed assets – amount to be compensated. Number of impairment test compensation shares = amount of impairment test compensation / issue price of the shares.
The listed company shall convene the board of directors within twenty (20) working days after the issuance of the impairment test audit report to determine the amount of compensation and the number of shares to be compensated by the counterparty in accordance with the foregoing provisions of this agreement, review the relevant plans for repurchasing and cancelling the compensated shares, and simultaneously perform the relevant procedures of notifying creditors and other laws and regulations on reducing the registered capital.
4. Implementation of performance compensation and impairment test compensation
If there is a need for the counterparty to compensate for the shares, the listed company shall compensate the shares and first adopt the share repurchase and cancellation scheme. If the share repurchase and cancellation scheme cannot be implemented due to reasons such as failure to be approved by the general meeting of shareholders of the listed company, the listed company will further require the counterparty to present the compensated shares to other shareholders of the listed company.
If the general meeting of shareholders of the listed company deliberates and approves the share repurchase and cancellation plan, the listed company shall repurchase and cancel the shares to be compensated by the counterparty with a total price of RMB 1, and notify the counterparty in writing of the number of share repurchases within five (5) working days after the announcement of the resolution of the general meeting of shareholders. The counterparty shall, within five (5) working days from the date of receiving the written notice from the listed company, issue an instruction to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to transfer its shares to be compensated to the special account established by the board of directors of the listed company. After these shares are transferred to the special account established by the board of directors of the listed company, the listed company will handle the cancellation of these shares as soon as possible.
If the above share repurchase and cancellation cannot be implemented due to reasons such as not being approved by the general meeting of shareholders of the listed company, the listed company will notify the counterparty in writing to implement the share gift scheme within five (5) working days after the announcement of the resolution of the general meeting of shareholders. The counterparty shall, within twenty (20) working days from the date of receiving the written notice from the listed company, present the shares to be compensated to other shareholders other than the counterparty registered on the equity registration date of the shareholders’ meeting of the listed company as of the date of deliberation on repurchase cancellation, Shareholders other than counterparties are given shares according to the proportion of the number of shares of the listed company held by them in the total share capital of the listed company after deducting the number of shares held by the counterparties on the equity registration date of the general meeting of shareholders.
From the date when the number of shares to be compensated by the counterparty is determined to the date when such shares are cancelled or given to other shareholders, the counterparty does not enjoy the voting rights corresponding to such shares and does not enjoy the right of dividend distribution.
If the counterparty needs to compensate for the shares, but the number of shares of the listed company held by the counterparty or the number of shares available for compensation is insufficient at that time, the insufficient part shall be made up by the counterparty in cash within the period of share compensation.
2、 Achievement of performance commitments in 2021
According to the audit report of Henan Yicheng New Energy Co.Ltd(300080) on the implementation of the performance commitment of issuing shares and convertible bonds to purchase assets (dahuahe Zi [2022] No. Guosheng Financial Holding Inc(002670) ) issued by Dahua Certified Public Accountants (special general partnership), the audited share of intangible assets income of Pingmei Longji in 2021 was 479432 million yuan, 280352 million yuan higher than the commitment. Pingmei Longji’s performance commitment in 2021 has been realized, and the performance commitment in subsequent years will continue to be fulfilled.
3、 Central China Securities Co.Ltd(601375) verification opinions on the achievement of performance commitments
Central China Securities Co.Ltd(601375) through communication with the company’s senior executives, we checked the realization of the above performance commitments by consulting relevant agreements, financial accounting reports, audit reports and the audit report of Henan Yicheng New Energy Co.Ltd(300080) on the description of the implementation of the performance commitments for the purchase of assets by issuing shares and convertible bonds (dahuahe Zi [2022] No. Guosheng Financial Holding Inc(002670) ).
Upon verification, Central China Securities Co.Ltd(601375) believes that the transfer of the underlying assets purchased by the issuance of shares and convertible bonds has been completed in 2020, and the share of intangible assets realized by Pingmei Longji in 2021 is 479432 million yuan, which is higher than the commitment of 280352 million yuan. Shoushan chemical does not need to compensate the performance of listed companies, and the performance commitments of subsequent years are still being fulfilled.
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(there is no text on this page, which is the signature page of Central China Securities Co.Ltd(601375) opinions on the verification of the 2021 performance commitment of Henan Yicheng New Energy Co.Ltd(300080) issuing shares and convertible bonds to purchase assets and raise supporting funds and related party transactions)
Project sponsor:
Zhu Kesong, Liu Yangyang
Central China Securities Co.Ltd(601375) April 7, 2022
