Shenzhen Cotran New Material Co.Ltd(300731)
Special audit report on the achievement of performance commitments
Content page
1、 Audit report 1-2 II. Special instructions 3-4 III. copy of the business license of the exchange IV. copy of the practice certificate of the exchange
Gongzheng Tianye Certified Public Accountants (special general partnership), SGP
Wuxi.jiangsu.china, Jiangsu, Wuxi, China
Switchboard: 8986 (TEL): 68510
Fax: 86 (510) 68567788 Fax: 86 (510) 68567788
Email: [email protected]. E-mail： [email protected].
Special audit report on the achievement of performance commitments
Sugong w [2022] e1136 Shenzhen Cotran New Material Co.Ltd(300731) all shareholders:
We have accepted the entrustment to conduct a special audit on the attached special description on the realization of the performance commitment of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as ” Shenzhen Cotran New Material Co.Ltd(300731) company”).
1、 Responsibilities of management
It is the responsibility of the management of Shenzhen Cotran New Material Co.Ltd(300731) company to truthfully and accurately prepare and disclose the special statement on the realization of the performance commitment of equity acquisition in accordance with the relevant provisions of Shenzhen stock exchange so that 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 special statement on the realization of the performance commitment of equity acquisition prepared by the management of Shenzhen Cotran New Material Co.Ltd(300731) company on the basis of the implementation of the audit. We 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 whether there is no material misstatement in the above special instructions. In the process of audit, we have implemented audit procedures that we consider necessary, such as checking relevant accounting data and documents, spot checking accounting records and recalculation.
We believe that our audit work provides a reasonable basis for expressing opinions.
3、 Review comments
We believe that the special statement on the realization of the performance commitment of equity acquisition prepared by the management of Shenzhen Cotran New Material Co.Ltd(300731) company has been prepared in accordance with the provisions of Shenzhen Stock Exchange, which fairly reflects the completion of the performance commitment of Wuxi Kuncheng New Material Technology Co., Ltd. in 2021 in all major aspects.
4、 Restrictions on the users and purposes of the report
This special audit report is only used for the purpose of disclosing the 2021 annual report of Shenzhen Cotran New Material Co.Ltd(300731) company, and shall not be used for any other purpose.
Attachment: Shenzhen Cotran New Material Co.Ltd(300731) company’s 2021 special statement on the realization of the performance commitment of equity acquisition
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Notarized Tianye certified public accountants, Chinese Certified Public Accountants:
(special general partnership) (project partner)
Chinese certified public accountant:
Wuxi, China April 8, 2022
Special note on the achievement of performance commitments for the acquisition of equity
According to the relevant regulations of Shenzhen Stock Exchange, Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” or “the company”) has prepared the special description on the realization of the performance commitment of equity acquisition in 2021. This special instruction is only for the purpose of the company’s 2021 annual report disclosure and is not applicable to other purposes.
1、 Basic information
The company held the 10th meeting of the second board of directors on May 30, 2019, deliberated and approved the proposal on changing the purpose of some raised funds and terminating some raised investment projects, which was deliberated and approved by the 2018 annual general meeting of shareholders, and agreed that the company was based on the overall valuation of 159558900 yuan of Wuxi Kuncheng New Material Technology Co., Ltd. (hereinafter referred to as “Wuxi Kuncheng”), The company invested 103.35 million yuan in cash to acquire 65.00% equity of Wuxi Kuncheng, and the source of funds is the remaining raised funds and self owned funds. Among them, the remaining raised funds (including interest) are 825395 million yuan and the self owned funds are 208105 million yuan. The raised funds came from the “acquisition of part of the equity project of Wuxi Kuncheng” changed from the “production expansion sub project” of the original raised and invested project “construction project of high-performance special rubber sealing materials” of the company’s initial public offering in 2017. As of July 12, 2019, the raised funds (including interest) were 825395 million yuan. After the completion of this transaction, the company holds 65.00% equity of Wuxi Kuncheng and obtains two seats on its three member board of directors. Wuxi Kuncheng completed the industrial and commercial registration change procedures of the acquisition on June 27, 2019. After that, the company completed the payment of all the acquisition funds in accordance with the relevant cooperation agreement, and Wuxi Kuncheng became the holding subsidiary of the company.
2、 Performance commitment
(I) performance commitment and performance commitment compensation
According to the equity transfer agreement of Wuxi Kuncheng New Material Technology Co., Ltd. between Shenzhen Cotran New Material Co.Ltd(300731) and Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership) signed by the company and Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership), a shareholder of Wuxi Kuncheng, Wuxi Kuncheng shareholder Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership) promises that the net profit of Wuxi Kuncheng in 2019, 2020 and 2021 (corresponding to the first, second and third years respectively) will not be less than 15 million yuan, 16 million yuan and 17 million yuan respectively; The net profit is calculated based on the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses; The compensation amount of each year shall be calculated as follows:
Total compensation cash in the current period = (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 during the profit commitment period × Underlying equity transaction price – cumulative compensated amount
If the compensation amount calculated according to the above calculation formula is less than 0, it is taken as 0, and the compensated amount will not be reversed.
(II) impairment compensation
Within six months after the expiration of the profit commitment period, the company and its relevant professional institutions will conduct impairment test on Wuxi Kuncheng and issue the impairment test audit report of Wuxi Kuncheng.
According to the impairment test review report, if the equity of Wuxi Kuncheng is impaired and the amount of impairment at the end of the profit commitment period is greater than the total amount compensated by Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership), Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership) shall make another cash compensation to the company within 20 working days from the date of issuance of the impairment test review report.
Amount of impairment compensation = amount of impairment at the end of the period – total amount of performance commitment compensation paid by Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership)
3、 Completion of performance commitments in 2021
According to the audit, Wuxi Kuncheng achieved a net profit of 1796375579 yuan attributable to the shareholders of the parent company in 2021. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 1798412210 yuan, more than 98412210 yuan compared with the performance commitment of 1700000000 yuan. The completion rate of performance commitment in 2021 was 105.79%. The net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses accumulated from 2019 to 2021 is 5087872401 yuan, and the cumulative completion rate of performance commitments is 106.00%.
Shenzhen Cotran New Material Co.Ltd(300731) board of directors April 8, 2022 legal representative: person in charge of Accounting: person in charge of accounting organization: Date: Date:
