Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2021018 Bringspring Science And Technology Co.Ltd(300290)
Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as “Jinchuang company”), the subject company of Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as “the company”) issuing shares to purchase assets, are described as follows:
1、 Plan for issuing shares to purchase assets and its review, approval and Implementation
On July 12, 2019, the fifth meeting of the Fourth Board of directors of the company deliberated and approved the plan for Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds. The company purchased Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) and Deqing Boyu investment management partnership (limited partnership) by means of issuing shares and paying cash, holding a total of 70% of the equity of Jinchuang company.
On September 6, 2019, the 8th meeting of the 4th board of directors of the company deliberated and passed the proposal on the company’s scheme of issuing shares and paying cash to buy assets and raising supporting funds and other proposals related to this transaction. Dongzhou appraisal issued the asset appraisal report (Dongzhou pingbao Zi [2019] No. 0878). Taking June 30, 2019 as the appraisal base date, it appraised the value of all shareholders’ equity of Jinchuang company. On the basis of referring to the above appraisal results, the transaction parties negotiated and determined that the price of 70% equity of Jinchuang company was RMB 21 million, that is, the transaction amount of the underlying assets was RMB 21 million.
On November 4, 2019, the third extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s plan of issuing shares and paying cash to buy assets and raising supporting funds and other proposals related to this transaction. On January 16, 2020, the China Securities Regulatory Commission approved and issued the approval of Rongke to the company
Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
The reply of Technology Co., Ltd. on issuing shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds (zjxk [2020] No. 115) approved the issue of shares to purchase relevant assets.
On March 23, 2020, the company issued 21538460 shares to Xuzhou Hanju venture capital partnership (limited partnership) and Xuzhou Hongyuan enterprise management partnership (limited partnership), the former shareholders of Jinchuang company. Jinchuang company went through the corresponding industrial and commercial change registration procedures, and the company actually obtained the actual control of 70% of the equity of Jinchuang company. 2、 Relevant terms of impairment test agreed in the profit forecast compensation agreement
(I) agreement on compensation period
On July 12, 2019, the company (Party A) and the former shareholders of Jinchuang company, Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership), Deqing Boyu investment management partnership (limited partnership) (Party B) The profit forecast compensation agreement for issuing shares and paying cash to purchase assets (hereinafter referred to as the profit forecast compensation agreement) signed by Wang Gongxue and Shi Chao (Party C). The profit compensation period of this transaction is 2019, 2020 and 2021. Party B promises that during the profit compensation period, the net profit of the subject company in each year shall not be less than 25 million yuan (including the amount), 30 million yuan (including the amount) and 35 million yuan (including the amount). If the regulatory authority (China Securities Regulatory Commission, Shenzhen Stock Exchange, etc.) requests to extend the profit compensation period, the profit compensation period shall be extended accordingly. The promised net profit of the extended profit compensation period shall be determined according to the annual predicted profit corresponding to the evaluation report. The net profit refers to the net profit attributable to the owner of the parent company in the consolidated statements of Jinchuang company audited by an accounting firm with securities and futures business qualification hired by Party A. the net profit shall be subject to the lower one before and after deducting non recurring profits and losses.
During the profit compensation period, if the accumulated actual net profit of Jinchuang company by the end of the current period is less than the committed net profit by the end of the current period, Party B shall perform the compensation obligation in accordance with the agreement, and Party C shall bear joint and several guarantee liability for Party B’s profit compensation obligation in accordance with the agreement.
Current compensation amount = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each period within the profit compensation period × Transaction price of the underlying asset – cumulative compensated amount (II) agreement on the end of the compensation period
The agreement stipulates that during the period from the expiration date of the above profit compensation period to the announcement date of the annual report of the last year of the profit compensation period, the company (Party A) will hire an accounting firm with securities and futures qualification to conduct impairment test on the underlying assets, and issue the value reduction test results at the same time as the announcement of the annual report. For example, the ending impairment amount of the underlying asset (total number of compensated shares) × The issue price + compensated cash), Party B will compensate the company separately.
Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
Compensation amount and number of compensation shares
Impairment compensation amount = ending impairment amount of the underlying asset – total number of compensated shares × Issue price of the shares – compensated cash
Number of impairment compensation shares = amount of impairment compensation / issue price of the shares
If the number of shares of Party A held by Xuzhou Hongyuan enterprise management partnership (limited partnership) and Xuzhou Hanju venture capital partnership (limited partnership) is adjusted and changed due to Party A’s ex rights and ex dividend behaviors such as share distribution and conversion of provident fund into share capital after the issuance, the number of compensation shares for impairment compensation shall be adjusted accordingly.
3、 Achievement of promised performance of Jinchuang company
According to the audit report issued by Rongcheng Certified Public Accountants (special general partnership), this year of 20192021
The performance of the startup company is as follows:
Unit: 10000 yuan
After deducting non recurring profits and losses
Net profit committed during the period belongs to the net difference completion rate of the owner of the parent company. Audit report no. (less non profit, whichever is lower)
Rongcheng zhuanzi
20192500. Realcan Pharmaceutical Group Co.Ltd(002589) 35 103.57%
[2020] No. 110z0093
Rongcheng zhuanzi
20203000.00315162 151.62 105.05%
[2021] No. 110z0083
Rongcheng zhuanzi
20213500.00368913 189.13 105.40%
[2022] No. 110z0073
Within the commitment period of 2019, 2020 and 2021, Jinchuang company has accumulated realized the deduction of non recurring profits and losses
The total net profit attributable to the owners of the parent company was 94.301 million yuan, the cumulative performance commitment was 90 million yuan, and the cumulative performance commitment completion rate was 104.78%.
From 2019 to 2021, Jinchuang company completed the relevant agreements on performance commitments in the profit forecast compensation agreement.
4、 Impairment test process
The company has engaged the appraisal institution of Zhongshui Zhiyuan Assets Appraisal Co., Ltd. to conduct the appraisal as of December 31, 2021
Up to now, Jinchuang company has conducted impairment test and issued Bringspring Science And Technology Co.Ltd(300290) share ownership certificate on April 28, 2022
The asset appraisal report of the appraisal project of the value of all shareholders’ equity of Shanghai Jinchuang Information Technology Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2022] No. 020229, below) involved in the impairment test of the value of the assets purchased by Shanghai Jinchuang Information Technology Co., Ltd
Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
According to the appraisal report, as of December 31, 2021, the appraisal value of all shareholders’ equity of Jinchuang company is 382 million yuan. The estimated future cash flow discount method is selected as the appraisal method for this appraisal.
5、 Test conclusion
Through the above work, the company draws the following conclusions:
As of December 31, 2021, the assessed value of 70% shareholders’ equity of Jinchuang company was 267.4 million yuan. After adjusting the influencing factors of profit distribution of 12 million yuan between the completion date of transaction and the benchmark date of impairment test, there was no impairment compared with the transaction price of 70% equity of Jinchuang company of 210 million yuan.
Bringspring Science And Technology Co.Ltd(300290) board of directors April 28, 2002
