China Galaxy Securities Co.Ltd(601881)
About Shenzhen Guangwei Optical Communication Technology Co., Ltd
Special verification opinions on the completion of performance commitments in 2021
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities” and “sponsor”) as a sponsor of non-public offering of shares by Tongyu Communication Inc(002792) (hereinafter referred to as ” Tongyu Communication Inc(002792) ” and “company”), in accordance with the measures for the administration of securities issuance and listing sponsor business, the Listing Rules of Shenzhen Stock Exchange, 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 laws Administrative regulations, departmental rules and business rules have verified the matters of Tongyu Communication Inc(002792) about the completion of the performance commitment of the subsidiary Shenzhen Guangwei Optical Communication Technology Co., Ltd. (hereinafter referred to as “Shenzhen Guangwei”) in 2021, as follows: I. Basic information of this acquisition
On February 19, 2021, the company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on the company’s plan to acquire the minority shareholders’ equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. and sign the conditional effective equity transfer agreement with Chen hengguo, Peng Dejun, Wu Junfeng, Guo Hui and fan Yao, It is proposed to purchase 411764% equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. (hereinafter referred to as “Shenzhen Guangwei”) held by the above five natural persons with RMB 139177 million; At the same time, the proposal on the company’s non-public development of A-share scheme in 2021 was deliberated and adopted, and it is proposed to use the raised fund of 139 million yuan to acquire the equity of Shenzhen Guangwei as the above minority shareholder.
On March 20, 2021, the company completed the acquisition of the above-mentioned minority shareholders’ equity of Shenzhen Guangwei with its own funds, completed the industrial and commercial change registration and filing procedures, and issued an announcement (Announcement No.: 2021012). On November 25, 2021, the company held the 11th meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the investment amount of investment projects with raised funds. According to the actual situation of the raised funds, the company will use the raised funds 388559 to acquire the shares of Shenzhen Guang, which is a minority shareholder.
Since the company’s acquisition of the equity of Shenzhen Guangwei minority shareholder has been completed with its own funds, on April 18, 2022, the company held the 13th meeting of the Fourth Board of directors and deliberated and adopted the proposal on changing some investment projects with raised funds. The company plans to adjust the original use plan of raised funds, The raised funds will no longer be used, and 388559 million yuan will be invested (the specific amount will be subject to the balance of the special account for raised funds at the time of actual carry forward), which will be used for the new “research project of satellite ground terminal beam adaptive communication antenna technology”. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Performance commitment and profit compensation method
(I) performance commitment
The company acquired 411764% equity of Shenzhen light this time, and five natural person shares, including Chen hengguo, Peng Dejun, Wu Junfeng, Guo Hui and fan Yao, are taken as performance commitment parties. The operating performance objectives of Shenzhen light for 20212023 are as follows:
After deducting non recurring profit and loss, the total operating income comes from X customer income
(10000 yuan) (10000 yuan) (10000 yuan)
20212 Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 005000
202230004 Shenzhen Ecobeauty Co.Ltd(000010) 000
202334005 Shenzhen Zhongheng Huafa Co.Ltd(000020) 000
Total 900012200035000
Note: X customers are important target customers agreed by the company and the commitment party. If the target company makes a special investment in 20212023 after the decision of the board of directors, based on the lag of income, the project finance can be listed separately. Performance commitment objectives can be excluded from single column items during assessment calculation.
Index weight: net profit after deducting non recurring profit and loss, weight 20%; Total operating income, weight 50%; Revenue from X customers, with a weight of 30%.
The commitment parties jointly promise that the net profit of the target company after deducting non recurring profits and losses in the three years from 2021 to 2023 will not be less than 26 million yuan, 30 million yuan and 34 million yuan respectively; The operating income shall not be less than 320 million yuan, 400 million yuan and 500 million yuan respectively; The operating revenue from X customers shall not be less than 50 million yuan, 100 million yuan and 200 million yuan respectively.
Calculation rules of total score of current year’s performance objectives
Total performance score = completion rate of deducting non net profit × 20% + completion rate of total operating revenue × 50% + revenue completion rate from X customers × 30%。
Completion rate of each index = actual completion amount / target amount
Among them, the total completion rate of the three performances is capped at 100%, that is, the total over completion of the performance is also calculated according to 100%.
(II) performance compensation
Within two months after Party A and Party B’s share purchase price is less than “00255 “, the balance of Party B’s share purchase price after the establishment of the joint stock market shall not be used for two months after Party B’s share transfer (hereinafter referred to as “00255 ) is automatically completed, During the commitment lock-in period, the company shall not reduce its holdings or entrust a third party to manage such shares in any way. The lock-in period and lock-in ratio are as follows:
T day + 12 months t day + 24 months t day + 36 months
The proportion of shares that Party B can unlock is 30% 30% 40%
When the annual audit of the target company from 2021 to 2023 is conducted by an accounting firm with securities qualification recognized by all parties (the audit report of each accounting year shall not be issued later than March 20 of the next accounting year), The three performances of the target company (deducting non net profit, total operating income and income from X customers) and the three performance commitments agreed in this Agreement shall be reviewed: if the total performance score of the target company in any fiscal year is less than 95%, the commitment party shall compensate Party A in cash. The calculation formula of the amount of cash to be compensated in each fiscal year is as follows:
Compensation amount of the current year = cash income after unlocking and selling shares of the current year (1 – total performance score of the current year).
If the unlocked part of Party B is not sold in the current year, then “cash income after shares are unlocked and sold in the current year” = share price of the unlocked part on the last trading day of the current year number of unlocked shares.
Party B shall pay the compensation to the account designated by Party A within ten working days after receiving the written compensation notice from Party A. In an accounting year during the three-year performance commitment period, if Party B makes compensation because the performance does not reach 95% of the commitment, but the total performance commitment reaches 100% or more at the expiration of the three-year performance commitment, Party A shall return the compensation paid by Party B to Party A at the expiration of the performance commitment.
(III) impairment compensation
At the expiration of the whole commitment period, Party A will hire an audit institution and evaluation institution recognized by all parties and qualified for securities and futures business to conduct impairment test on the target company. If the final impairment amount of the target company is greater than the compensation amount within the compensation period, the commitment party shall compensate Party A with cash after selling shares within 10 days from the date of issuing the above impairment test report. The compensation amount is: the final impairment amount of the target company × The proportion of equity obtained by Party A this time – the amount compensated within the compensation period. The compensation amount shall not exceed the market value of the stock unlocked in the last period. This compensation and the compensation for outstanding performance cannot be repeated.
(IV) performance award
If the total performance score of the target company in any fiscal year from 2021 to 2023 is full, 30% of the non net profit deducted by the target company exceeding the commitment of the current year (hereinafter referred to as “excess profit”) will be regarded as the annual performance reward to the management of the target company. The specific annual performance reward scheme and distribution rules will be proposed by the management of the target company and deliberated and determined by the board of directors. However, the total amount of three-year cumulative awards shall not exceed 20% of the total consideration of this transaction. 3、 Completion of performance commitments
According to the audit report (Rong Cheng Shen Zi [2022] No. 518z0262) on the financial statements of Shenzhen Guangwei in 2021 issued by Rong Cheng Certified Public Accountants (special general partnership) and the audit report on the statement of Shenzhen Guangwei’s original shareholders on the realization of Shenzhen Guangwei’s performance commitments in 2021 (Rong Cheng Zhi Zi [2022] No. 518z0334), the net profit attributable to the shareholders of the parent company in 2021 was RMB 1236600, The separate expenses of special investment projects approved by the board of directors are 4.8703 million yuan, the net profit after deducting non recurring profits and losses and separate expenses of special investment projects is 4.2285 million yuan, the total operating income is 177625200 yuan, and the income from X customers is 8.4944 million yuan.
According to the equity transfer agreement, the total performance score of Shenzhen light in 2021 is 36.10%, and the performance commitment in 2021 has not been realized. The specific completion conditions are as follows:
Unit: 10000 yuan
Project commitment in 2021 actual completion rate weight in 2021
Deduct non net profit 260000 422.85 16.26% 20%
Total operating income 32 Ping An Bank Co.Ltd(000001) 776252 55.51% 50%
Revenue from X customers 500000 849.44 16.99% 30%
Total performance score 36.10%
4、 Performance commitment compensation
According to the equity transfer agreement, if the total performance score of Shenzhen light in any accounting year is less than 95%, the commitment party shall make cash compensation to the company. The calculation formula of the amount of cash compensation in each accounting year is as follows: the compensation amount of the current year = the cash income after the unlocking and selling of shares in the current year (1 – the total performance score of the current year).
The commitment party shall pay the compensation to the account designated by the company within ten working days after receiving the written compensation notice of the company. If the part unlocked by the commitment party in the current year is not sold, then “cash income after shares are unlocked and sold in the current year” = share price of the unlocked part on the last trading day of the current year number of unlocked shares.
If the performance commitment amount of the commitment party fails to reach 95% in an accounting year during the three-year performance commitment period, but the total performance commitment reaches more than 100% (including 100%) when the three-year performance commitment expires, Party A shall return the compensation paid by the commitment party to Party A to the performance commitment party.
In 2021, the total performance score of Shenzhen Guangwei was 36.10%. The amount of compensation payable by the commitment party is as follows:
Shares held by the commitment Party’s performance commitment t date + December (30%) amount of performance compensation tickets on December 31, 2021 number of shares unlocked share price of the company (yuan / share) (10000 yuan)
Chen hengguo 134240040272016.00 411.74
Peng Dejun 107517032255116.00 329.78
Wu Junfeng 8076 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 8016.00 247.71
Fan Yao 24620073860 16.00 75.51
Total 34713701041411 – 106474
5、 Verification opinions of the recommendation institution
Through interviews and exchanges with senior managers of listed companies, the recommendation institution consulted the audit report issued by Rongcheng Certified Public Accountants (special general partnership) (Rong Cheng Shen Zi [2022] No. 518z0262) and the audit report on the statement of the original shareholders of Shenzhen Guangwei on the implementation of the performance commitment of Shenzhen Guangwei in 2021 (Rong Cheng Zhi Zi [2022] No. 518z0334) The achievement of performance commitments was verified by means of the equity transfer agreement signed between the listed company and the counterparty.
After verification, the recommendation institution believes that in 2021, the net profit of Shenzhen after deducting non recurring profits and losses and separate expenses of special investment projects was 4228500 yuan, and the total operating income was 17,
