Yantai Tayho Advanced Materials Co.Ltd(002254)
On the appraisal of minstar assets by using the income method in issuing shares
Patent technology and software copyright assets
Description of achievement of performance commitments in 2021
Audit report
Description of achievement of 2021 annual performance commitment of patented technology and software evaluated by income method in issuing shares to purchase minstar assets in index page audit report 1-3
ShineWing certified public accountants Beijing Dongcheng District Chaoyang Gate North University Tel: + 86 (010) 65542288 Street telephone: + 86 (010) 65542288 Floor 9, building a, Fuhua building
9/F, Block A, Fu Hua Mansion,
ShineWing No.8, Chaoyangmen Beidajie,
Dongcheng District, Beijing, fax: + 86 (010) 65547190 certified public accounts 100027, P.R. China facile: + 86 (010) 65547190
Statement on the implementation of 2021 performance commitment of patented technology and software copyright assets evaluated by income method in issuing shares to purchase minstar assets
Audit report of
XYZH/2022BJAA50281
Yantai Tayho Advanced Materials Co.Ltd(002254) all shareholders:
We have reviewed the attached statement on the implementation of 2021 performance commitment of patented technology and software copyright assets evaluated by income method in issuing shares to purchase minstar assets (hereinafter referred to as the statement on the implementation of performance commitment) prepared by Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the statement on the implementation of performance commitment).
Yantai Tayho Advanced Materials Co.Ltd(002254) the management of the company is responsible for preparing the statement of achievement of performance commitments in accordance with the measures for the administration of major asset restructuring of listed companies (Order No. 159 of the China Securities Regulatory Commission) issued by the China Securities Regulatory Commission, and ensuring that its content is true, accurate and complete, and there is no material misstatement caused by fraud or error. Our responsibility is to give audit opinions on the implementation of performance commitments on the basis of audit.
We have carried out 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, so as to explain whether there is no material misstatement and obtain reasonable assurance about the realization of performance commitments. In the process of carrying out the audit work, we have implemented the necessary audit procedures such as inquiry, inspection and recalculation. The selected procedures depend on our professional judgment. We believe that our audit work provides a reasonable basis for issuing audit opinions.
We believe that the statement of achievement of performance commitments prepared by Yantai Tayho Advanced Materials Co.Ltd(002254) company has been prepared in accordance with the measures for the administration of major asset restructuring of listed companies (Order No. 159 of China Securities Regulatory Commission) issued by China Securities Regulatory Commission, In all major aspects, it truthfully reflects the realization of the performance commitment of the patented technology and software copyright assets evaluated by the income method in the issuance of shares by Yantai Tayho Advanced Materials Co.Ltd(002254) company to purchase minstar assets in 2021.
It is the responsibility of Yantai Tayho Advanced Materials Co.Ltd(002254) company to prepare and disclose the statement of achievement of performance commitments and ensure that its contents are true, accurate and complete. The information contained in our statement on the achievement of performance commitments is consistent with our audit of Yantai minstar Special Paper Co., Ltd
The accounting data reviewed in the 2021 financial statements of the company were checked with the relevant contents of the audited financial statements, and no inconsistency was found in all major aspects.
This audit report is only used for the purpose of disclosing the 2021 annual report of Yantai Tayho Advanced Materials Co.Ltd(002254) company, and shall not be used for any other purpose without the written consent of our firm. ShineWing Certified Public Accountants (special general partnership) Chinese certified public accountant: Liang Zhigang
Chinese certified public accountant: Miao Lijing
Beijing, China April 7, 2002
Statement on the implementation of 2021 performance commitment of patented technology and software copyright assets evaluated by income method in issuing shares to purchase minstar assets
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 159 of the China Securities Regulatory Commission) promulgated by the China Securities Regulatory Commission, Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the company or the company) has prepared the statement on the realization of performance commitments of patented technology and software copyright assets evaluated by income method in issuing shares to purchase minstar assets in 2021 (hereinafter referred to as the statement on the realization of performance commitments). The company guarantees that the contents of the performance commitment realization statement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Purchase of minstar assets by issuing shares
According to the proposal on Yantai Tayho Advanced Materials Co.Ltd(002254) absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd., issuing shares to purchase assets and raising supporting funds and related party transactions, which was deliberated and adopted at the 19th meeting of the ninth board of directors held on January 20, 2020, The company plans to absorb and merge Taihe Group by issuing shares to Yantai Guofeng Investment Holding Group Co., Ltd. (hereinafter referred to as Guofeng holding) and Yantai Yutai Investment Co., Ltd. (hereinafter referred to as Yutai investment), all shareholders of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. (hereinafter referred to as Taihe Group). The company is the absorbing and merging party, and Taihe Group is the absorbed and merging party; The company plans to purchase 65.02% equity of Yantai minstar Special Paper Co., Ltd. (hereinafter referred to as minstar) held by 12 natural persons, including Yantai Guosheng Investment Holding Co., Ltd. (hereinafter referred to as Guosheng holding), Yutai investment, Yantai Jiaoyun Group Co., Ltd. (hereinafter referred to as Jiaoyun group), Yantai state owned Assets Management Co., Ltd. (hereinafter referred to as state owned assets management company) and Yao Zhenfang, And non-public offering of shares to raise matching funds from a total of no more than 35 qualified specific investors, including Guofeng holdings.
The price of 100% equity of Taihe Group absorbed and merged this time is 21692053 million yuan, and the number of shares issued is 234 Yixintang Pharmaceutical Group Co.Ltd(002727) calculated according to the issuance price of 9.27 yuan / share. After this transaction, 216868000 shares of the company held by Taihe Group will be cancelled, and the transaction price of 65.02% equity of minstar is 204732800 yuan. Calculated according to the issuance price of 9.27 yuan / share, the total number of shares issued is 22085516; The company plans to raise matching funds by non-public offering of shares to no more than 10 qualified specific investors, including Guofeng holdings. The total amount of matching funds raised shall not exceed 500 million yuan, and shall not exceed 100% of the transaction price of the assets to be purchased in this major asset restructuring. The number and price of shares to be issued shall be determined in accordance with the relevant provisions of the CSRC, The number of shares issued shall not exceed 20% of the total share capital of the company before this transaction.
The approval on the merger of Yantai securities Holding Co., Ltd. and the approval on the issuance of supporting funds by Yantai Securities Regulatory Commission on June 15, 2020 was received. According to the agreement on merger and acquisition, supplementary agreement on merger and acquisition, agreement on asset purchase by issuing shares, supplementary agreement on asset purchase by issuing shares and other relevant agreements signed by all parties to the transaction, the delivery date of this major asset restructuring is July 1, 2020. On September 11, 2020, the company involved in this transaction purchased 65020000 shares of minstar tradable shares with unlimited sales conditions and completed the transfer registration in China Securities Depository and Clearing Co., Ltd. 216868000 shares of the company held by Taihe Group were cancelled on September 28, 2020.
2、 Performance commitment
According to the agreement on asset purchase by issuing shares and the supplementary agreement on asset purchase by issuing shares signed by the company with 12 natural persons including Guosheng holdings, Yutai investment, Jiaoyun group, state-owned assets management company and Yao Zhenfang, as well as the performance commitment compensation agreement signed by the company with Guofeng holdings, Guosheng Holdings, Yutai investment and Wang Zhixin (hereinafter referred to as the compensation obligor), The corresponding value of the injected assets assessed by the income method in this transaction shall be subject to performance commitment within three accounting years after the implementation of the purchase of assets by issuing shares. After the end of each accounting year within the commitment period, the company shall employ an accounting firm qualified to engage in Securities and futures business to issue a special audit report on the actual income of minstar and the corresponding income of the corresponding performance commitment assets, The compensation obligor compensates the company in the form of shares. In this transaction, the patented technology and software copyright assets held by minstar are evaluated and priced by the income method. According to the relevant provisions of the CSRC, the company and the compensation obligor made performance commitments on the realization of minstar's future performance. The audited income of minstar in 2020, 2021 and 2022 shall not be less than 151.2 million yuan, 164808 million yuan and 1719489 million yuan.
During the performance commitment compensation period, the compensation obligor shall compensate the company in the way of cumulative calculation year by year. If minstar's cumulative realized income by the end of the current period in an accounting year within the performance commitment period from 2020 is lower than the cumulative committed income by the end of the current period, the compensation obligor agrees to compensate the income difference corresponding to the performance commitment assets. If the cumulative number of compensated shares calculated at the end of the year in the performance commitment period is less than or equal to 0, it shall be calculated as 0, that is, the compensated shares shall not be reversed.
The amount to be compensated in each fiscal year within the compensation period is calculated as follows according to the "compensation formula":
The compensation amount of each compensation obligor in the current period = (cumulative committed income as of the end of the current period - cumulative realized income as of the end of the current period) ÷ the total amount of committed income in each year within the compensation period × Performance commitment asset transaction consideration × Proportion of equity to be transferred by each compensation obligor in this transaction - cumulative amount compensated by each compensation obligor
The number of shares to be compensated in the current period = the amount to be compensated in the current period ÷ the issue price of the shares issued for the purchase of assets
If the company implements the increase or stock dividend distribution during the performance commitment compensation period, the number of compensation shares shall be adjusted accordingly as: number of compensation shares (after adjustment) = number of compensation shares in the current year × (1 + proportion of conversion to value-added shares or share offering)
When the compensation obligation occurs, the compensation obligor shall make share compensation with the new shares of the company obtained through this transaction. The sum of share compensation made by the compensation obligor shall not exceed the consideration obtained by the compensation obligor in this transaction based on the valuation of the underlying assets, patented technology and software copyright by using the income method. Among them, the total number of shares to be compensated shall not exceed the total number of newly added shares obtained through the evaluation and valuation of the underlying assets, patented technology and software copyright based on the income method through this reorganization, and the number of shares obtained by Yantai Tayho Advanced Materials Co.Ltd(002254) share offering and conversion during the performance commitment compensation period.
Within 3 months after the expiration of the profit compensation period, the company will hire a qualified audit institution to conduct impairment test on the above patented technology and copyright assets, and issue the impairment test report to calculate whether the compensation obligor should conduct impairment test compensation to the company after completing the compensation for the unfulfilled performance during the profit compensation period. If the ending impairment amount of minstar's patented technology and software copyright the total number of compensated shares × For the issue price of the shares issued by this purchase of assets, the compensation obligor shall compensate the company separately, and the amount compensated by each compensation obligor = (the ending impairment amount of patented technology and software copyright of the subject asset - the amount of compensation paid due to the realization of income not reaching the promised income within the compensation period) × The proportion of equity to be transferred by each compensation obligor in this transaction.
3、 Completion of performance commitments
The revenue of minstar in 2021 is 217707200 yuan. The performance commitment of minstar in 2021 is shown in the table below:
Unit: 10000 yuan
Target company's promised revenue realized revenue overfulfilled rate
Minstar 1648080
