Beijing Originwater Technology Co.Ltd(300070)
Audit report
Daxin zhuanshen Zi [2022] No. 102705
Daxin Certified Public Accountants (special general partnership)
WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP.
Performance commitment completion audit report
Daxin zhuanshen Zi [2022] No. 102705 Beijing Originwater Technology Co.Ltd(300070) all shareholders:
We have reviewed the special note of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as the “special note on the completion of performance commitments in 2021” (hereinafter referred to as the “special note on the completion of performance commitments”) prepared by the management of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as the “company”).
1、 Responsibilities of management and Governance
The management of your company is responsible for truthfully and accurately preparing and disclosing the special statement on the completion of performance commitments in accordance with the accounting standards for business enterprises and the provisions of the measures for the administration of major asset restructuring of listed companies and the guidelines for the application of regulatory rules – listing class No. 1 of the China Securities Regulatory Commission, so that there are no false records, misleading statements or major omissions.
The management layer is responsible for supervising the preparation process of the special description on the completion of your company’s performance commitments.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the special statement on the completion of performance commitments prepared by the management of your company on the basis of the audit. We have conducted the audit 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 the audit work to obtain reasonable assurance on whether there is no material misstatement in the special description of the completion of the performance commitment prepared by your company. In the audit process, we have implemented audit procedures that we consider necessary, including inquiry, inspection of relevant materials and documents, random inspection of accounting records and so on. We believe that our audit work provides a reasonable basis for issuing audit opinions.
4、 Review comments
We believe that the special statement on the completion of performance commitments prepared by the management of your company fairly reflects the completion of your company’s performance commitments in 2022 in all major aspects.
5、 Other explanatory matters
This report is only for the disclosure of your company’s annual report and shall not be used for other purposes. The consequences caused by improper use have nothing to do with the certified public accountants and accounting firms performing the audit business.
Daxin Certified Public Accountants (special general partnership) Chinese certified public accountant: Chen Lixin
Beijing, China Certified Public Accountant: Li Ben
April 7, 2002
Beijing Originwater Technology Co.Ltd(300070) performance commitment completion
Beijing Originwater Technology Co.Ltd(300070) about 2021
Special description on the completion of performance commitments
1、 Performance commitment
Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the completion of the company’s performance commitments at the 23rd Meeting of the 5th board of directors held on April 7, 2022. The details are as follows:
In May and June 2019 and March 2021, the company’s shareholders Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun (hereinafter referred to as “equity transferor” or “performance commitment party”) and the company’s controlling shareholder China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as “China urban rural”) signed the share transfer agreement, the supplementary agreement to the share transfer agreement and the supplementary agreement to the share transfer agreement (II) respectively, The transferor transferred a total of 320762323 shares held by it to urban and rural China, and made performance commitment and compensation agreement to the listed company on the share transfer between shareholders. For details, see the suggestive announcement on the signing of share transfer agreement and equity change by controlling shareholders, actual controllers and other shareholders (Announcement No.: 2019069) issued by the company on the gem information disclosure media designated by the CSRC on May 6, 2019, June 4, 2019 and March 31, 2021 respectively Announcement on the progress of signing the supplementary agreement of share transfer agreement and the effectiveness of the agreement by controlling shareholders, actual controllers and other shareholders (Announcement No.: 2019081), announcement on signing the supplementary agreement of share transfer agreement by some shareholders and adjusting shareholders’ commitment to the company’s performance (Announcement No.: 2021048).
Since the company has adjusted its performance commitments in 2021, the adjusted performance commitments are as follows: “the equity transferor can choose either of the following two performance commitment schemes:
(1) In 2019 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 10%; 2020 Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company will no longer be assessed separately as a performance commitment indicator; In 2021 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company will increase by no less than 15% compared with the net profit attributable to the owner of the parent company in the full fiscal year of 2019; In 2022, the growth rate of Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 20%;
(2) In 2019 Beijing Originwater Technology Co.Ltd(300070) the net profit attributable to the owner of the parent company compared with the net profit attributable to the owner of the parent company in the previous full fiscal year shall not be less than 10%; 2020 Beijing Originwater Technology Co.Ltd(300070) net profit attributable to the owner of the parent company will no longer be assessed separately as a performance commitment indicator; The total net profit of Beijing Originwater Technology Co.Ltd(300070) attributable to the owner of the parent company in 2020 and 2021 shall not be less than 2.53 times of the net profit attributable to the owner of the parent company in the full fiscal year of 2019. (Note: assume that the net profit of Beijing Originwater Technology Co.Ltd(300070) attributable to the owner of the parent company in 2019 is a, and the net profit attributable to the owner of the parent company in 2020 and 2021 is a (1 + 15%) + A (1 + 15%) (1 + 20%) = 2.53a). “
Beijing Originwater Technology Co.Ltd(300070) performance commitment completion
The performance compensation method has not been adjusted. The compensation method is: if Beijing Originwater Technology Co.Ltd(300070) fails to realize the performance commitment, the equity transferor shall pay the difference between the actual performance and the promised performance to Beijing Originwater Technology Co.Ltd(300070) in cash within 30 days after the publication of the annual report of the current year.
2、 Completion of performance commitments
Since the adjusted performance commitment scheme is completed by the equity transferor from one of the two schemes, according to the contents of the scheme, the performance commitment amount in 2021 under each scheme is as follows:
Scheme 1 stipulates that the company promises to realize the net profit attributable to the owners of the parent company in 2021, and the growth rate of the net profit attributable to the owners of the parent company shall not be less than 15% compared with the full fiscal year of 2019. Since the company realized the net profit attributable to the owner of the parent company of 138069057705 yuan in 2019, the company’s commitment to realize the net profit attributable to the owner of the parent company of no less than 158779416361 yuan in 2021 under this scheme.
Scheme II stipulates that the total net profit attributable to the owners of the parent company in 2020 and 2021 shall not be less than 2.53 times of the net profit attributable to the owners of the parent company in the full fiscal year of 2019, that is, not less than 349314715994 yuan. Since the company achieved a net profit of 114321996758 yuan attributable to the owners of the parent company in 2020, the company’s commitment to achieve a net profit of no less than 234992719236 yuan attributable to the owners of the parent company in 2021 under this scheme.
According to the Beijing Originwater Technology Co.Ltd(300070) audit report (dxsz [2022] No. 101560) issued by Daxin Certified Public Accountants (special general partnership), the company realized a net profit of 58380815403 yuan attributable to the owner of the parent company in 2021. Since the actual performance in 2021 is lower than the above performance commitment scheme, the equity transferor has triggered the performance compensation obligation.
Performance commitment plan actual performance completed in 2021 performance compensation amount promised in 2021
(yuan) (yuan) (yuan)
Scheme I 58380815403158779416361100398 Orient Securities Company Limited(600958)
Scheme II: 58380815403234992719236176611903833
3、 Performance compensation arrangement
This performance commitment refers to the compensation for the difference of performance commitment made to the company by the shareholders of the company in the share transfer agreement for the equity transfer. After knowing that the performance commitment party has triggered the compensation obligation for the difference of performance commitment in 2021, the company made a written prompt to the performance commitment parties Wen Jianping, Liu Zhenguo, Chen Yili and Zhou nianyun on the disclosure of the 2021 annual report, reminding that the performance commitment party has touched on the compensation situation of performance difference, and please confirm the applicable scheme of performance commitment as soon as possible and fulfill the compensation obligation according to the contract, so as to protect the legitimate rights and interests of listed companies.
Beijing Originwater Technology Co.Ltd(300070) performance commitment completion
According to the agreement, the performance commitment party shall pay the difference between the actual performance and the promised performance to the company in cash within 30 days after the publication of the 2021 annual report, that is, before May 8, 2022. The company will continue to pay attention to the progress of the performance commitment, and fulfill the obligation of information disclosure in a timely manner in accordance with the regulations. There may be uncertainty in the implementation and progress of performance compensation, so investors should pay attention to investment risks.
Beijing Originwater Technology Co.Ltd(300070) April 7, 2022
