Guosen Securities Co.Ltd(002736)
About Guizhou Chanhen Chemical Corporation(002895) holding subsidiary
Verification opinions on the cash acquisition of Xinqiao phosphate mining right, jigongling phosphate mining right and related assets and the achievement of related party transactions in 2021
In accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions, as a sponsor of non-public issuance of shares and convertible corporate bonds by Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company"), Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "the sponsor") for the cash acquisition of Xinqiao phosphate mining right by Guizhou Chanhen Chemical Corporation(002895) holding subsidiary The achievements of jigongling phosphate mining right and related assets and related transactions in 2021 were carefully verified. The details are as follows:
1、 Basic information
On February 9, 2021, the holding subsidiary of the company, Guizhou Fulin Mining Co., Ltd. (hereinafter referred to as "Fulin mining") and Fuquan phosphate rock (hereinafter referred to as "Fuquan phosphate rock") signed the agreement on the transfer of mining rights and related assets of Xinqiao phosphate rock and jigongling phosphate rock, and purchased the mining rights and related assets of Xinqiao phosphate rock and jigongling phosphate rock with RMB 13264005 million. On the same day, CHUANHENG group and Aomei pastoral signed the profit forecast compensation agreement with the company as performance commitment parties to make commitments on the profit of Fuquan Phosphate Mine transferring the mining rights of Xinqiao Phosphate Mine and jigongling phosphate mine to Fulin mining and the underlying assets under relevant asset transactions.
As of May 22, 2021, both parties to the transaction have fulfilled the obligation of asset delivery in accordance with the asset transfer agreement. Both parties have completed the delivery of movable property and the registration of real estate change. Fulin mining has obtained the mining license of Xinqiao phosphorus mine and jigongling phosphorus mine.
2、 Performance commitment
According to the profit forecast compensation agreement, Aomei pastoral and CHUANHENG group (hereinafter referred to as the "performance commitment party") promise that the net profit of the underlying assets of this transaction in 2021, 2022 and 2023 (hereinafter referred to as the "profit commitment period") after deducting non recurring profits and losses audited by an accounting firm with securities and futures related business qualification shall not be less than 80 million yuan 100 million yuan and 120 million yuan. In, the promised profit in 2021 shall be converted monthly after the asset transfer agreement takes effect (actual promised profit = the number of months from the month when the asset transfer agreement takes effect to the end of the year 80 million / 12).
3、 Compensation for overall impairment test of assets
After the annual term of performance commitment expires, the company will hire an accounting firm with securities and futures related business qualification to conduct asset impairment test on the underlying assets and issue a special audit report on the impairment test results. The issuance time of this special audit report shall not be later than the issuance time of the special audit report on performance in the last year of the performance commitment year. The impairment of the underlying assets shall be determined according to the special audit report issued by the accounting firm. If the ending impairment amount of the underlying asset is greater than the total compensated cash amount of the performance commitment party within the profit commitment period, the performance commitment party shall separately compensate the listed company.
4、 Performance commitment compensation
(1) After the end of each performance commitment year, according to the special audit report issued by the accounting firm and the above commitments and compensation arrangements, if the performance commitment party should perform the performance compensation responsibility, the company will calculate and determine the amount to be compensated by each performance commitment party, and send a written notice to the performance commitment party, and the performance commitment party will compensate in cash.
(2) If the performance commitment party performs the compensation liability in cash, it shall complete the cash compensation obligation within 20 working days from the date of receiving the written notice of the company. The performance commitment parties shall be jointly and severally liable for the compensation obligations.
(3) When the performance commitment party should bear the responsibility of cash compensation, if the general meeting of shareholders of the company has passed the profit distribution resolution of cash dividend, but has not been implemented, the company can directly deduct the amount of cash compensation from the amount of cash dividend that the controlling shareholder should receive.
5、 Achievement of performance commitments
As of December 31, 2021, the actual profit of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets is 19026099427 yuan. Compared with the commitment of the performance commitment party in 2021, the profit forecast realization of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets meets the performance commitment requirements. The details are as follows:
Unit: Yuan
Project: mining right of Xinqiao Phosphate Mine and jigongling Phosphate Mine and
Related assets
Net profit after deducting non recurring profit and loss 19026099427
Profit forecast realized 19026099427
Promised profit 666666
Amount to be compensated in 2021/
Note 1: the promised profit in 2021 shall be converted monthly after the asset transfer agreement comes into effect (the actual promised profit = the number of months from the month when the asset transfer agreement comes into effect to the end of this year 80 million / 12, i.e. 10 80 million / 12 = 666666 million yuan). It is 666666 million yuan.
According to the special audit report on the realization of the performance commitment of Xiaoba phosphate mine, Xinqiao phosphate mine mining right and related assets obtained by Guizhou Fulin Mining Co., Ltd. in 2021 (No. xyzh / 2022cdaa10054) issued by ShineWing Certified Public Accountants (special general partnership), the audited net profit of the subject asset in 2021 after deducting non recurring profits and losses is 19026099427 yuan, The promised profit is 666666 yuan.
Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets (deducting the liabilities agreed in the transfer agreement) the audited net profit realized after deducting non recurring profits and losses in 2021 meets the performance commitment requirements.
4、 Verification opinions of the recommendation institution
Guosen Securities Co.Ltd(002736) through the communication with the company's senior management, consulting the relevant financial and accounting reports and special audit reports, we checked the realization of the performance commitments of the underlying assets.
After verification, the sponsor believes that the actual profit of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets in 2021 is 19026099427 yuan. Compared with the commitment of the performance commitment party in 2021 of 666666 yuan, the profit forecast realization of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets meets the performance commitment requirements.
(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) opinions on the verification of the cash acquisition of Xinqiao phosphate mining right, jigongling phosphate mining right and related assets by Guizhou Chanhen Chemical Corporation(002895) holding subsidiary and the achievement of related transactions in 2021) sponsor representative:
Li Di Yu Zhiqing
Guosen Securities Co.Ltd(002736) April 15, 2022
