Zhongtian Guofu Securities Co., Ltd
about
Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Purchase of major assets
Implementation of performance commitments in 2021
Verification opinions
Independent financial advisor
April, 2002
interpretation
In the verification opinion of the independent financial advisor, unless the context otherwise requires, the following terms or abbreviations have the following meanings: independent financial advisor, consultant of Zhongtian Guofu Securities Co., Ltd. and Zhongtian Guofu
Verification opinions of independent financial consultant and verification opinions of benzhongtian Guofu Securities Co., Ltd. on independent financial consultant of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. refer to the verification opinions on the realization of performance commitment of major asset purchase of the company in 2021
This transaction and reorganization refers to the transaction of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. purchasing 51% equity of Lingang Yanuo chemical held by Yanuo biology in the form of cash transaction
Hainan Yatai Industrial Developent Co.Ltd(000691) , listed company and company refer to Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Yanuo biotechnology refers to Hebei Yanuo Biotechnology Co., Ltd
Performance commitment parties and compensation obligors refer to Luo Qike, Liu Xiaomin and Li Zhen
The target company, Lingang Yanuo chemical refers to Cangzhou Lingang Yanuo Chemical Co., Ltd
The underlying assets and equity refer to 51% equity of Cangzhou Lingang Yanuo Chemical Co., Ltd
Equity purchase agreement refers to the equity transfer agreement between Hainan Yatai Industrial Developent Co.Ltd(000691) and Hebei Yanuo Biotechnology Co., Ltd., Luo Qike, Liu Xiaomin and Li Zhen on Cangzhou Lingang Yanuo Chemical Co., Ltd
Performance commitment compensation agreement refers to the performance commitment compensation agreement of Hainan Yatai Industrial Developent Co.Ltd(000691) , Luo Qike, Liu Xiaomin and Li Zhen on Cangzhou Lingang Yanuo Chemical Co., Ltd
Performance commitment period refers to 2020, 2021 and 2022
Yuan, ten thousand yuan and hundred million yuan refer to yuan, ten thousand yuan and hundred million yuan
The sum of the total part of the verification opinion of the independent financial adviser and the addenda may be different in the mantissa due to rounding.
As the independent financial advisor of Hainan Yatai Industrial Developent Co.Ltd(000691) this major asset purchase, Zhongtian Guofu has verified the achievement of the 2021 performance commitment of Cangzhou Lingang Yanuo Chemical Co., Ltd., the subject company of this transaction, in accordance with the reorganization measures, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other relevant provisions, and issued the following opinions: I. performance commitment
According to the performance commitment compensation agreement signed between the listed company and the performance commitment party, the performance commitment party promises that the net profit of the subject company of this transaction in 2020, 2021 and 2022 will not be less than 45 million yuan, 53 million yuan and 62 million yuan respectively, and the total committed net profit in the performance commitment period will be 160 million yuan. 2、 Performance compensation arrangement
1. Performance commitment period
The listed company and the performance commitment party confirm that the performance commitment period of the performance commitment party under the performance commitment compensation agreement is 2020, 2021 and 2022.
2. Committed net profit
The listed company and the performance commitment party confirm that the performance commitment party agrees to make a commitment to the net profit achieved by the target company during the performance commitment period (the net profit referred to in the performance commitment compensation agreement refers to the audited net profit attributable to the parent company after deducting non recurring profits and losses). If the target company fails to achieve part or all of the profit indicators after the expiration of the performance commitment period, The listed company shall be compensated in cash in accordance with the terms and conditions agreed in the performance commitment compensation agreement.
Luo Qike, Liu Xiaomin and Li Zhen promised that the net profit of Lingang Yanuo chemical in 2020, 2021 and 2022 will not be less than 45 million yuan, 53 million yuan and 62 million yuan respectively, and the total committed net profit in the performance commitment period will be 160 million yuan. The above net profit is calculated on the basis of the lower one before and after deducting non recurring profits and losses audited by an accounting firm qualified for securities and futures business.
3. Confirmation of achievement of performance commitments
Hainan Yatai Industrial Developent Co.Ltd(000691) and Luo Qike, Liu Xiaomin and Li Zhen agree that if the performance commitment period expires, Lingang Yanuo
The total net profit actually realized by chemical industry in the three fiscal years of 2020, 2021 and 2022 reaches 90% (including) of the total committed net profit of 160 million yuan, which can be regarded as Luo Qike, Liu Xiaomin and Li Zhen’s completion of the performance commitment, and the performance commitment party does not need to make performance compensation.
Hainan Yatai Industrial Developent Co.Ltd(000691) and Luo Qike, Liu Xiaomin and Li Zhen agreed that during the performance commitment period, if the cumulative net profit realized by Lingang Yanuo chemical fails to reach the agreed total committed net profit, that is, the total net profit realized by Lingang Yanuo chemical during the performance commitment period is less than 90% of the total committed net profit of 160 million yuan, Luo Qike, Liu Xiaomin and Li Zhen shall be liable for compensation.
Hainan Yatai Industrial Developent Co.Ltd(000691) Luo Qike, Liu Xiaomin and Li Zhen shall jointly calculate and confirm the amount of compensation payable by both parties within 15 working days after the performance commitment of Lingang Yanuo chemical expires and the audit report of 2022 is issued, and Luo Qike, Liu Xiaomin and Li Zhen shall compensate Hainan Yatai Industrial Developent Co.Ltd(000691) in cash within 10 working days after the amount of compensation payable is confirmed. The audit report of 2022 shall be issued before April 2023.
4. Compensation mode
Compensation amount = [(cumulative committed net profit in performance commitment period – cumulative realized net profit in performance commitment period) / cumulative committed net profit in performance commitment period] × The total amount of the transaction price of the target assets to be purchased – Hainan Yatai Industrial Developent Co.Ltd(000691) is the amount of the fourth installment unpaid amount agreed in the equity purchase agreement.
If the compensation amount is negative, the compensation is not involved. Luo Qike, Liu Xiaomin and Li Zhen do not need to pay compensation to Hainan Yatai Industrial Developent Co.Ltd(000691) company.
The cumulative committed net profit in the performance commitment period in the above formula is 100% of the agreed total committed net profit.
If the performance promising party fails to perform the performance compensation obligation in time and in full as agreed, Hainan Yatai Industrial Developent Co.Ltd(000691) has the right to require Luo Qike, Liu Xiaomin and Li Zhen to pay liquidated damages for the overdue period (from the date of expiration of the performance compensation obligation to the date of completion of the performance compensation payment by the performance promising party) according to the standard of 0.05% per day. 3、 Completion of performance commitments in 2021
According to the special audit report on the completion of performance commitments of Cangzhou Lingang Yanuo Chemical Co., Ltd. in 2021 issued by Lianda Certified Public Accountants (special general partnership), Lianda Zhuangzi [2022] No. 2072, Lingang Yanuo chemical achieved a net profit of 57.818 million yuan in 2021 after deducting extraordinary profits and losses, and the amount of performance commitments is no less than 53 million yuan, Lingang Yanuo chemical completed its performance commitment in 2021. 4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
The target company has completed the current performance commitment in 2021, and the performance commitment party does not need to compensate the listed company.
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(there is no text on this page, which is the signature page of Zhongtian Guofu Securities Co., Ltd. on the verification opinions of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. on the realization of 2021 performance commitment for major asset purchase of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd.)
Signature of project sponsor:
Song Xun
Yang Congyan
Zhongtian Guofu Securities Co., Ltd. April, 2022
