About Guangdong Funeng big data Industrial Park Construction Co., Ltd
Special audit report on the achievement of performance commitments
Year 2021
About Guangdong Funeng big data Industrial Park Construction Co., Ltd
Achievement of performance commitments
(2021)
Table of contents page 1. Special audit report 1-2 2. Special instructions on the realization of performance commitments 3-6
Guangdong chenganxin certified public accountants LLP (special general partnership)
About Guangdong Funeng big data Industrial Park Construction Co., Ltd
Special audit report on the achievement of performance commitments
Chengxin shenzhuan [2022] No. 0416 Funeng Oriental Equipment Technology Co.Ltd(300173) all shareholders:
We have been entrusted to conduct a special audit on the attached statement on the realization of performance commitments in 2021 of Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as " Funeng Oriental Equipment Technology Co.Ltd(300173) ").
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 127 of the China Securities Regulatory Commission), prepare the statement on the realization of performance commitments, ensure its authenticity, integrity and accuracy, and provide real, legal and complete physical evidence, original written materials, duplicate materials, oral testimony and other evidence we deem necessary, It is the responsibility of Funeng Oriental Equipment Technology Co.Ltd(300173) management. Our responsibility is to give audit opinions on the statement on the realization of performance commitments on the basis 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 the audit or review of historical financial information, which requires us to abide by the code of ethics for Chinese certified public accountants, plan and perform the audit work, so as to obtain reasonable assurance about whether there is no material misstatement in the statement on the realization of performance commitments. In the process of carrying out the audit work, we have implemented the necessary procedures such as checking the accounting records and recalculating the amount of relevant items. We believe that our audit work provides a reasonable basis for expressing opinions.
Chengxin shenzhuan [2022] No. 0416 special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd
We believe that the notes on the achievement of performance commitments for Funeng Oriental Equipment Technology Co.Ltd(300173) 2021 is prepared in accordance with the measures for the administration of major asset restructuring of listed companies (Order No. 127 of China Securities Regulatory Commission) in all major aspects.
This audit report is only for the purpose of disclosure of Funeng Oriental Equipment Technology Co.Ltd(300173) 2021 annual report and shall not be used for any other purpose. Guangdong chenganxin Certified Public Accountants (special general partnership) Chinese certified public accountant:
Xie Yuanbao (project partner) Guangzhou, China Certified Public Accountant:
Chen Lianyun
Special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd. (Chengxin shenzhuan [2022] No. 0416) on April 21, 2002
About Guangdong Funeng big data Industrial Park Construction Co., Ltd
Special description of achievement of performance commitments
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies (Order No. 127 of the China Securities Regulatory Commission), Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as " Funeng Oriental Equipment Technology Co.Ltd(300173) ") prepared the special statement on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd. in 2021. 1、 Basic information of equity transfer
On November 19, 2020, Funeng Oriental Equipment Technology Co.Ltd(300173) held the 7th Meeting of the 5th board of directors. Deliberating the proposal on the proposed acquisition of 100% equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. and signing the equity acquisition intent agreement and related party transactions, Funeng Oriental Equipment Technology Co.Ltd(300173) plans to sign the equity acquisition intent agreement with Guangzhou Fengyun Information Technology Co., Ltd. (hereinafter referred to as "Fengyun information technology company") and Power Construction Group Co., Ltd. (hereinafter referred to as "Power Construction Group"), It is proposed to acquire 100% equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. (hereinafter referred to as "Funeng big data") held by power construction group and Fengyun information technology company in cash. Power construction group is a wholly-owned subsidiary of Foshan public utilities Holding Co., Ltd., the controlling shareholder of Funeng Oriental Equipment Technology Co.Ltd(300173) company. According to the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, PowerChina group is a Funeng Oriental Equipment Technology Co.Ltd(300173) related party. The Funeng Oriental Equipment Technology Co.Ltd(300173) acquisition of its shares in Funeng big data constitutes a related party transaction, but it is not expected to constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies Funeng Oriental Equipment Technology Co.Ltd(300173) entrusted Lixin Certified Public Accountants (special general partnership) to audit the financial statements of Funeng big data from January to October 2020, and issued the audit report of xksbz [2020] No. zc20138.
Chengxin shenzhuan [2022] No. 0416 special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd
On November 27, 2020, Funeng Oriental Equipment Technology Co.Ltd(300173) entrusted Beijing Jingwei Renda Assets Appraisal Co., Ltd. to appraise the trading target company (i.e. 100% equity of Funeng big data), and issued the asset appraisal report on the market value of all shareholders' equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. involved in Funeng Oriental Equipment Technology Co.Ltd(300173) proposed equity acquisition (Jingwei Renda pingbao Zi [2020] No. 2020031245), The appraisal value of all shareholders' equity on the benchmark date of Funeng big data on October 31, 2020 is 68.524 million yuan.
On December 30, 2020, Funeng Oriental Equipment Technology Co.Ltd(300173) held the 9th meeting of the 5th board of directors, deliberated and approved the announcement of Funeng Oriental Equipment Technology Co.Ltd(300173) on cash acquisition of 100% equity and related party transactions of Guangdong Funeng big data Industrial Park Construction Co., Ltd., and agreed that Funeng Oriental Equipment Technology Co.Ltd(300173) signed the equity transfer agreement with Fengyun Information Technology Co., Ltd. and the related party power construction group to acquire Fengyun Information Technology Co., Ltd. at the price of 68.524 million yuan Power construction group holds 100% equity of Funeng big data.
On December 30, 2020, Funeng Oriental Equipment Technology Co.Ltd(300173) signed the equity transfer agreement of Funeng big data with power construction group and Fengyun information technology company, and Funeng Oriental Equipment Technology Co.Ltd(300173) plans to purchase 100% equity of Funeng big data by paying cash; After this transaction, Funeng big data will become a wholly-owned subsidiary of Funeng Oriental Equipment Technology Co.Ltd(300173) and the transaction consideration agreed by both parties is 68.524 million yuan.
On January 15, 2021, Funeng Oriental Equipment Technology Co.Ltd(300173) held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on cash acquisition of 100% equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. and signing the equity transfer agreement and related party transactions.
On January 20, 2021, Funeng Oriental Equipment Technology Co.Ltd(300173) paid 68.524 million yuan of equity transfer to power construction group and Fengyun information technology company.
On January 26, 2021, Funeng big data completed the industrial and commercial change registration procedures, and the equity registration was changed to Funeng Oriental Equipment Technology Co.Ltd(300173) holding 100%.
Chengxin shenzhuan [2022] No. 0416 special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd
2、 Achievement of performance commitments
According to the equity transfer agreement of Funeng big data, the counterparty promises that the audited net profit realized by Funeng big data in 2021, 2022 and 2023 will be no less than 5 million yuan in 2021, 7 million yuan in 2022 and 9 million yuan in 2023 respectively.
If the performance commitment is not achieved within the performance commitment period, the counterparty promises to agree to compensate in cash according to the transaction consideration agreed by the equity transfer, and bear the compensation responsibility according to the corresponding proportion of the equity share of Funeng big data transferred by them in the target assets of this transaction, that is, power construction group will bear 70% of the compensation amount and Fengyun information technology company will bear 30% of the compensation amount.
If, at the expiration of the performance commitment period, the accumulated net profit realized by Funeng big data during the performance commitment period is lower than the accumulated committed net profit during the performance commitment period, the transaction counterparty will pay compensation to Funeng Oriental Equipment Technology Co.Ltd(300173) the company. The amount of compensation shall be calculated as follows; Amount to be compensated = (total net profit of Funeng big data promised in each year during the performance commitment period - cumulative net profit realized at the end of the performance commitment period) ÷ total net profit of Funeng big data promised in each year during the performance commitment period (i.e. 21 million yuan) transaction price of target assets sold by the counterparty.
At the expiration of the performance commitment period, if the ending impairment amount of Funeng big data assets is greater than the amount that should be compensated during the performance commitment period, PowerChina group and Fengyun information technology company shall compensate Funeng Oriental Equipment Technology Co.Ltd(300173) in cash to the extent of the transaction consideration obtained in the equity transfer. The impairment amount in the following formula is the value of Funeng big data assets in the equity transfer transaction (68.524 million yuan) minus the evaluation value of Funeng big data assets at the end of the period, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of Funeng big data shareholders within the performance commitment period. The total amount of asset impairment compensation and performance commitment compensation shall not exceed the valuation of equity transfer transactions.
After the impairment test, the compensation amount of Funeng big data assets = the ending impairment amount of Funeng big data assets - the compensation amount of PowerChina group and Fengyun information technology company during the performance commitment period.
Chengxin shenzhuan [2022] No. 0416 special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd
The proportion of compensation amount borne by power construction group and Fengyun information technology company is the corresponding proportion of their respective equity share of selling Funeng big data in the target assets of this transaction (that is, 70% of the compensation amount borne by power construction group and 30% of the compensation amount borne by Fengyun information technology company), The total amount of performance commitment compensation and impairment test compensation shall not exceed the transaction consideration obtained respectively after deducting the equity transfer transaction taxes. Moreover, PowerChina group and Fengyun information technology company shall not be jointly and severally liable for the compensation obligations under the equity transfer agreement.
The achievement of performance commitments in 2021 is as follows: unit: RMB 10000
Project name committed quantity actual quantity difference completion rate
Commitment to the parent company 500.00 255.72 -244.28 51.14% owner's net profit
Total 500.00 255.72 -244.28 51.14%
Note: variance = actual number - committed number, completion rate = actual number / committed number III. performance commitment conclusion
As of December 31, 2021, the 2021 performance commitment of Guangdong Funeng big data Industrial Park Construction Co., Ltd. has not been completed.
Funeng Oriental Equipment Technology Co.Ltd(300173) April 21, 2002
Chengxin shenzhuan [2022] No. 0416 special audit report on the achievement of performance commitments of Guangdong Funeng big data Industrial Park Construction Co., Ltd
