Guosen Securities Co.Ltd(002736)
About Guizhou Chanhen Chemical Corporation(002895) holding subsidiary
Acquisition of mining rights and related assets and liabilities and related transactions of Xiaoba Phosphate Mine of Fuquan Phosphate Mine
Verification opinions on performance realization in 2021
As a sponsor of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company") for non-public issuance of shares and convertible corporate bonds in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") carefully verified the 2021 performance of Guizhou Chanhen Chemical Corporation(002895) holding subsidiary's acquisition of Xiaoba phosphate mining right of Fuquan Phosphate Mine and related assets and liabilities and related transactions. The details are as follows:
1、 Basic information
On August 22, 2019, the holding subsidiary of the company, Guizhou Fulin Mining Co., Ltd. (hereinafter referred to as "Fulin mining") and Guizhou Fuquan Phosphate Mine Co., Ltd. (hereinafter referred to as "Fuquan phosphate mine") signed the agreement on the transfer of mining rights and related assets of Xiaoba Phosphate Mine to acquire the mining rights and related assets and liabilities of Xiaoba phosphate mine for a consideration of 1551676 million yuan. This connected transaction was deliberated and approved by the 14th meeting of the second board of directors held on August 22, 2019 and the second extraordinary general meeting of shareholders held on September 9, 2019.
On the same day, Aomei pastoral Co., Ltd. (hereinafter referred to as "Aomei Pastoral") and Sichuan CHUANHENG Holding Group Co., Ltd. (hereinafter referred to as "CHUANHENG group") signed the profit forecast compensation agreement with the company. 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 profits of the underlying assets of this transaction in 2020, 2021 and 2022 after deducting extraordinary profits and losses audited by an accounting firm qualified for securities and futures business will not be less than 14 million yuan, 14 million yuan and 14 million yuan respectively.
After the end of each fiscal year of the profit commitment period, the issuer will hire an accounting firm with business qualification related to securities and futures to issue a special audit report. The difference between the promised net profit of the underlying asset and the actual net profit shall be determined according to the special audit report. If the actual net profit of the underlying asset in the current period is lower than the promised net profit in the current period, the performance commitment party shall compensate the issuer. The specific compensation arrangements are as follows:
1. Profit forecast compensation
(1) During the profit commitment period, if the actual net profit of the subject asset in the current period is lower than the promised net profit in the current period, the performance commitment party shall compensate the company.
(2) The amount to be compensated by the performance commitment party in the current year shall be calculated according to the following formula: the amount to be compensated in the current period = the committed net profit in the current period - the actual net profit in the current period
2. Overall impairment test compensation
(1) After the expiration of the annual period of performance commitment agreed in the agreement, the company shall employ 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.
(2) If the ending impairment amount of the underlying asset is greater than the total compensated cash amount of the performance commitment party within the performance commitment compensation period, the performance commitment party shall compensate the company separately.
(3) The compensation to be implemented by the performance commitment party to the company calculated for the impairment test shall be implemented with reference to the performance commitment compensation method and agreed procedures.
3. Compensation measures
(1) According to the special audit report and the above commitments and compensation arrangements, if the performance commitment party should fulfill 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. 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 CHUANHENG group should receive.
3、 Achievement of performance commitments
As of December 31, 2021, the actual profit of Xiaoba phosphate mining right and related assets (deducting the liabilities agreed in the transfer agreement) is 1767278678 yuan. Compared with the commitment of the performance commitment party in 2021, the profit forecast realization of Xiaoba phosphate mining right and related assets (deducting the liabilities agreed in the transfer agreement) meets the performance commitment requirements. The details are as follows:
Unit: Yuan
Small phosphate mining rights and related assets
(deducting the liabilities agreed in the transfer agreement)
Net profit after deducting non recurring profit and loss: 1767278678
Realized amount of profit forecast 1767278678
Promised profit 1400000000
Amount to be compensated in 2021/
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 1767278678 yuan, The promised profit is 1400000000 yuan.
The audited net profit of Xiaoba phosphate mining right and related assets (deducting the liabilities agreed in the transfer agreement) in 2021 after deducting non recurring profits and losses 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 Xiaoba phosphate mining right and related assets (deducting the liabilities agreed in the transfer agreement) in 2021 is 1767278678 yuan. Compared with the commitment of the performance commitment party in 2021 of 14 million.00 yuan, the profit forecast realization of Xiaoba phosphate mining right and related assets (deducting the liabilities agreed in the transfer agreement) 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) on the verification opinions of Guizhou Chanhen Chemical Corporation(002895) holding subsidiary on the acquisition of Xiaoba phosphate mining right and related assets and liabilities of Fuquan Phosphate Mine and the achievement of related party transactions in 2021) sponsor representative:
Li Di Yu Zhiqing
Guosen Securities Co.Ltd(002736) April 15, 2022
