Henan Yicheng New Energy Co.Ltd(300080)
Description of the achievement of performance commitments of major asset restructuring
Audit report
Dahuhezi [2022] No. Shandong Longquan Pipeline Engineering Co.Ltd(002671)
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
Henan Yicheng New Energy Co.Ltd(300080)
Audit report on the implementation of major asset restructuring performance commitments
Table of contents page I. 1-2 audit report on the implementation of major asset restructuring performance commitments
2、 Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring 1-4 performance commitment statement
Dahua Certified Public Accountants (special general partnership) 12 / F, building 7, No. 16 courtyard, Middle West Fourth Ring Road, Haidian District, Beijing [100039] Tel: 86 (10) 58350011 Fax: 86 (10) 58350006 www.dahua-cpa com. Achievement of major asset restructuring performance commitments
Audit report of situation description
Dahuhezi [2022] No. Shandong Longquan Pipeline Engineering Co.Ltd(002671) Henan Yicheng New Energy Co.Ltd(300080) all shareholders:
We have reviewed the attached statement on the achievement of performance commitments of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring prepared by Henan Yicheng New Energy Co.Ltd(300080) company (hereinafter referred to as Henan Yicheng New Energy Co.Ltd(300080) company).
1、 Responsibilities of management
It is the responsibility of the management of Henan Yicheng New Energy Co.Ltd(300080) company to prepare the statement on the implementation of performance commitments of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020) 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 the performance commitment of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring prepared by the management of Henan Yicheng New Energy Co.Ltd(300080) company on the basis of the implementation of the 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 on whether there is no material misstatement in the statement on the achievement of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring performance commitments. 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、 Assurance conclusion
We believe that the statement on the realization of the performance commitments of Henan Yicheng New Energy Co.Ltd(300080) major asset restructuring prepared by the management of Henan Yicheng New Energy Co.Ltd(300080) company has been prepared in accordance with the measures for the administration of major asset restructuring of listed companies (revised in 2020), which fairly reflects the difference between the actual profits and performance commitments of Henan Yicheng New Energy Co.Ltd(300080) company in all major aspects.
This audit report is only used for the purpose of disclosing the 2021 annual report of Henan Yicheng New Energy Co.Ltd(300080) company, and shall not be used for any other purpose. Dahua Certified Public Accountants (special general partnership) Chinese certified public accountant:
Zhang Chaocheng, Beijing, China Certified Public Accountant:
Owens, April 6, 2002
Henan Yicheng New Energy Co.Ltd(300080) explanation on the achievement of performance commitment of major asset restructuring
Henan Yicheng New Energy Co.Ltd(300080)
Notes on the achievement of performance commitments of major asset restructuring
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as "the company") has prepared this description.
1、 Basic information
At the 24th Meeting of the Fourth Board of directors on April 12, 2019, the company deliberated and approved the proposal on signing the agreement on issuing shares to purchase assets and the performance commitment compensation agreement with effective conditions, which was voted at the first extraordinary general meeting of shareholders in 2019 held on April 30, 2019, and agreed that the company would issue shares to all shareholders of Kaifeng carbon to purchase 100% equity of Kaifeng carbon, Kaifeng carbon completed the industrial and commercial change registration procedures on September 17, 2019. According to the Kaifeng carbon business license renewed by Kaifeng market supervision administration, the company type of Kaifeng carbon has been changed to a limited liability company (solely invested by a legal person not invested or controlled by a natural person), and 100% of its shares have been registered in the name of the company. 2、 Performance commitment
(I) original profit commitment
According to the performance commitment compensation agreement signed between the listed company and the profit commitment compensation obligor China Pingmei Shenma Group, the performance commitment period of this transaction is 2019, 2020 and 2021.
China Pingmei Shenma Group promises that the audited net profit of Kaifeng carbon attributable to the owner of the parent company after deducting non recurring profits and losses in 2019 (hereinafter referred to as "committed net profit") shall not be less than 7342392 million yuan, the audited committed net profit of Kaifeng carbon in 2019 and 2020 shall not be less than 14161087 million yuan, and Kaifeng carbon in 2019, 2020 In 2021, the total amount of audited committed net profit shall not be less than 2090178800 yuan.
(II) changes in performance commitments
Due to covid-19 epidemic, as a graphite electrode manufacturer, the operation of Kaifeng carbon has been greatly affected. Since the outbreak, the graphite electrode industry has been greatly affected from upstream suppliers, to the company's production, supply and marketing system, and then to downstream customers. The market imbalance has been transmitted to all links of the supply chain and production chain.
According to the guiding opinions of the window of "answers by the heads of relevant departments of the CSRC to reporters on issues related to the impact of the epidemic on the assets won in the merger and reorganization of listed companies" on May 15, 2020, the original performance commitments of 2020 and 2021 were extended to 2021 and 2022 after being deliberated and approved by the third extraordinary general meeting of the company in 2021 on April 19, 2021, That is, it is changed to: audited net profit of Kaifeng carbon attributable to the owner of the parent company after deducting non recurring profits and losses in 2019 Henan Yicheng New Energy Co.Ltd(300080) statement on the realization of performance commitment of major asset restructuring
The profit shall not be less than 7342392 million yuan, the audited committed net profit of Kaifeng carbon in 2019 and 2021 shall not be less than 14160187 million yuan, and the audited committed net profit of Kaifeng carbon in 2019, 2021 and 2022 shall not be less than 2090178800 yuan.
Meanwhile, China Pingmei Shenma Group promised to extend the lock-in period of the consideration shares obtained through this exchange by 12 months.
(III) compensation arrangement
During the performance compensation period, the company shall review the difference between the net profit realized by Kaifeng carbon in the current year and the promised profit agreed in the performance commitment compensation agreement during the annual audit, and the audit institution with securities business qualification responsible for the annual audit of the company shall issue special verification opinions on the difference when the annual audit report of the company is issued. After the issuance of the above special verification opinions, in any year during the performance compensation period, if the cumulative actual net profit of Kaifeng carbon by the end of the current period is lower than the cumulative committed net profit by the end of the current period, the performance commitment party shall bear the corresponding compensation obligations according to the results of the special verification opinions and compensate according to the supplementary methods agreed in the performance commitment compensation agreement. The specific compensation methods are as follows: 1. Compensation methods
Within 30 days after the issuance of the special audit reports of Kaifeng carbon for 2019, 2021 and 2022, the company shall confirm and notify the performance commitment party whether performance compensation is required and the amount of compensation in that year, and the performance commitment party shall perform the corresponding compensation obligations within 30 days after receiving the notice from the company.
If compensation is required, the performance commitment party shall compensate with the company's shares obtained in this transaction. If the company's shares held by the performance commitment party are insufficient to fully fulfill the agreed compensation obligations, or the performance commitment party violates the regular arrangement of share lock, or is restricted / unable to repurchase and / or transfer due to the pledge, freezing, enforcement or other reasons of the company's shares held by the performance commitment party, Then the performance commitment party shall make full compensation in cash for the insufficient compensation of shares.
2. Compensation amount
Amount to be compensated in the current year = (cumulative committed net profit as of the end of the current period - cumulative actual net profit as of the end of the current period) ÷ total committed net profit of each year within the commitment year × Total amount of consideration received by the performance commitment Party of this transaction - cumulative compensated amount
3. Compensation sequence
(1) Share compensation
The company's shares obtained due to this transaction shall be used as compensation, and the compensated shares shall be repurchased by the company at a total price of 1 yuan. If the company Henan Yicheng New Energy Co.Ltd(300080) explains the implementation of the performance commitment of major asset restructuring, and the company cannot implement the above-mentioned share repurchase and cancellation due to the failure to be deliberated and approved by the general meeting of shareholders or the approval of relevant creditors, the performance commitment party promises that within 2 months after the occurrence of the above-mentioned circumstances, Give these shares to other shareholders of the company according to the proportion of the company's shares held by other shareholders of the company other than the performance commitment party in all the company's shares held by other shareholders of the company on the equity registration date of this compensation.
The number of shares to be compensated is calculated as follows:
Number of shares to be compensated in the current year = amount to be compensated in the current year ÷ the issue price
If the company implements conversion or share distribution in the commitment year, the number of compensation shares shall be adjusted accordingly as: the number of compensation shares in the current year (before adjustment) × (1 + proportion of conversion to value-added shares or share offering).
When the number of compensated shares calculated in each year is less than 0, it is taken as 0, that is, the compensated shares are not reversed.
(2) Cash compensation
The calculation formula of cash compensation in performance compensation is:
Cash amount to be compensated = amount to be compensated by the performance commitment Party - number of compensated shares × The share issue price of this transaction.
The performance commitment party shall remit the compensation amount to the bank account designated by the company at one time.
If the company implements cash distribution within the commitment year, the part of cash distribution (including the tax withheld and paid by the company) shall be returned accordingly, and the returned cash shall be paid to the account designated by the company. The calculation formula is: return amount = distributed cash dividend per share × Number of shares to be compensated in the current year.
When the compensated cash calculated in each year is less than 0, it is taken as 0, that is, the compensated cash will not be returned.
4. Total compensation
In any case, the total amount of share compensation and cash compensation paid by the performance commitment party to the company shall not exceed the total consideration obtained by the performance commitment party in this transaction.
3、 Achievement of performance commitments of Kaifeng carbon in 2021
The net profit attributable to shareholders of the parent company after deducting non recurring profits and losses realized by Kaifeng carbon in 2019 was 984862900 yuan; The net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021 was -671694 million yuan. 4、 Explanation of reasons why Kaifeng carbon's performance in 2021 did not meet expectations
On January 5, 2021, Kaifeng carbon was included in the SDN (specially formulated national list) list by OFAC (Office of overseas assets control of the U.S. Department of Finance), which is the highest level of U.S. economic sanctions, has a significant impact on enterprise operation, and superimposes the impact of severe rainstorm and three major epidemics in Henan, resulting in failure to achieve the performance commitment goal. Affected by the US sanctions, first, the bank Henan Yicheng New Energy Co.Ltd(300080) explained the implementation of the performance commitment of major asset restructuring. In order to avoid risks, the bank and other financial institutions took measures such as compulsory account cancellation, suspension of capital renewal and foreign currency settlement business, and the loan balance decreased from 895 million yuan at the beginning of the year to 190 million yuan at the end of the year, resulting in extreme difficulties in enterprise production and operation and continued tension in the capital chain; Second, the import of raw materials is limited, the production progress lags behind, and the manufacturing cost increases; Third, the export of products will be completely stopped in 2021 (the export sales of products will account for 67.36% in 2019 and 47.02% in 2020). Fourth, some Chinese customers suspended or reduced their cooperation with Kaifeng carbon for fear of penetrating sanctions, and the sales volume in China did not meet expectations.
In view of the impact of objective factors such as U.S. sanctions in 2021, the company is making performance commitments in line with the attitude of being responsible to the company and all investors
