Kaiyuan Securities Co., Ltd
About Bringspring Science And Technology Co.Ltd(300290)
Issuing shares and paying cash to purchase assets and raising supporting funds
Verification opinions on the impairment test of the underlying assets
Kaiyuan Securities Co., Ltd. (hereinafter referred to as “independent financial consultant”) as an independent financial consultant for Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as ” Bringspring Science And Technology Co.Ltd(300290) ” or “listed company”) to issue shares, pay cash to purchase assets and raise supporting funds, in accordance with the relevant provisions of the administrative measures for the reorganization of major assets of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws and regulations, Checked the impairment test of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as “Jinchuang information” or “target company”) and expressed the following opinions: I. Basic information of this transaction
(I) transaction overview
The listed company purchases Xuzhou Hanju venture capital partnership (limited partnership) (hereinafter referred to as “Xuzhou Hanju”), Xuzhou Hongyuan enterprise management partnership (limited partnership) (hereinafter referred to as “Xuzhou Hongyuan”), Xuzhou XuanRun enterprise management partnership (limited partnership) (hereinafter referred to as “Xuzhou XuanRun”) by issuing shares and paying cash Xuzhou Donglin enterprise management partnership (limited partnership) (hereinafter referred to as “Xuzhou Donglin”) and Deqing Boyu investment management partnership (limited partnership) (hereinafter referred to as “Deqing Boyu”) jointly hold 70% equity of Jinchuang information. After negotiation by all parties to the transaction, the price of 100% equity of Jinchuang information is 300 million yuan, that is, the price of 70% equity of Jinchuang information in this transaction is 210 million yuan. Among them, the consideration paid for issuing shares is 117.6 million yuan. Calculated according to the issuance price of 5.46 yuan / share, the total issued shares is 215384600 shares; The consideration paid in cash was 92.4 million yuan. The specific payments made by the listed company to the internal shareholders of the subject matter of the transaction are as follows:
Serial No. counter party issues shares to pay consideration number of shares issued cash consideration
(10000 yuan) (10000 shares) (10000 yuan)
1 Xuzhou Hanju 96 Rizhao Port Co.Ltd(600017) 692307114000
2 Xuzhou Hongyuan 210000 3846153900.00
3 Xuzhou XuanRun 0.00 0.00150000
4 Xuzhou Donglin 0.00 0.00150000
5 Deqing Boyu 0.00 0.00420000
Total 11760 Beijing Shiji Information Technology Co.Ltd(002153) 8460924000
At the same time, the listed company raises supporting funds by means of non-public offering of shares, and the total amount of supporting funds raised shall not exceed 117.6 million yuan, which shall not exceed 100% of the transaction consideration of the company’s purchase of assets by means of issuing shares in this transaction. The raised matching funds are intended to be used to pay the cash consideration of this transaction, return the bank loan of the listed company and pay the relevant expenses of this transaction.
(II) delivery and transfer of subject assets
Shanghai Jiading District market supervision and Administration Bureau approved and issued a new version of the business license on February 28, 2020. Xuzhou Hanju and other five counterparties have registered the change of 70.00% equity of Jinchuang information held by them under the name of Bringspring Science And Technology Co.Ltd(300290) . After the equity transfer, Bringspring Science And Technology Co.Ltd(300290) holds 70.00% equity of Jinchuang information in total.
(III) agreement on asset impairment
Bringspring Science And Technology Co.Ltd(300290) and Xuzhou Hongyuan, Xuzhou Hanju, Xuzhou XuanRun, Xuzhou Donglin, Deqing Boyu and other five counterparties signed the profit forecast compensation agreement for issuing shares and paying cash to purchase assets. The provisions on asset impairment are as follows:
1. During the period from the expiration date of the profit compensation period to the announcement date of Bringspring Science And Technology Co.Ltd(300290) annual report of the last year of the profit compensation period, the listed company will hire an accounting firm with securities and futures qualification to conduct impairment test on the underlying assets, and issue the impairment test results at the same time of 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), the counterparty will compensate the listed company separately.
2. 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 listed companies held by Xuzhou Hongyuan and Xuzhou Hanju is adjusted and changed due to the ex rights and ex dividend behaviors of listed companies such as share distribution and conversion of provident fund into share capital after the issuance, the impairment compensation shall be supplemented
3. In case of impairment compensation, the priority compensation party shall give priority to the compensation obligation to the listed company. The proportion of Xuzhou Hongyuan, Xuzhou Hanju, Xuzhou XuanRun and Xuzhou Donglin to bear the liability for impairment compensation is 17.86%, 64.29%, 8.93% and 8.93% respectively.
The compensation amount is calculated as follows:
① Amount of impairment compensation to be borne by Xuzhou Hongyuan = amount of impairment compensation 17.86%
② Amount of impairment compensation to be borne by Xuzhou Hanju = amount of impairment compensation 64.29%
③ Amount of impairment compensation to be borne by Xuzhou XuanRun = amount of impairment compensation 8.93%
④ Amount of impairment compensation to be borne by Xuzhou Donglin = amount of impairment compensation 8.93%
Xuzhou Hongyuan and Xuzhou Hanju shall give priority to the compensation with the shares they subscribed through this issuance, and the insufficient part shall be compensated in cash.
4. If the total amount of profit compensation and impairment compensation undertaken by the priority indemnifier under the profit forecast compensation agreement exceeds the total transaction consideration obtained by the priority indemnifier in this transaction, Deqing Boyu shall make impairment compensation to the listed company with the cash consideration obtained through this transaction as the upper limit, and the compensation amount is as follows:
The amount of impairment compensation to be borne by Deqing Boyu = the amount of impairment of the underlying asset at the end of the period – the total consideration of this transaction the total amount of capital contribution of the underlying company transferred by the priority compensation party to the listed company in this transaction / the total amount of capital contribution of the underlying company transferred by the counterparty to the listed company in this transaction – the cumulative amount of compensation already paid by Deqing Boyu. 5. The method of impairment compensation shall be implemented in accordance with the relevant provisions of profit compensation.
2、 Asset impairment test
According to the asset appraisal report of Shanghai Jinchuang Information Technology Co., Ltd. shareholders’ total equity value appraisal project involved in Bringspring Science And Technology Co.Ltd(300290) impairment test of the purchased asset value issued by Zhongshui Zhiyuan Asset Appraisal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2022] No. 020229), the income method is adopted for appraisal. The appraisal value of shareholders’ total equity of Jinchuang information is 382 million yuan.
According to the performance realization and asset impairment test of Shanghai Jinchuang within the commitment period issued by the listed company
As of December 31, 2021, the assessed value of 70% shareholders’ equity of Jinchuang information 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 information of 21 million yuan.
According to the special audit report on asset impairment test (Rongcheng zhuanzi [2022] No. 110z0075) issued by Rongcheng Certified Public Accountants (special general partnership), the statement of impairment test prepared by Bringspring Science And Technology Co.Ltd(300290) management has been in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies issued by China Securities Regulatory Commission and with Xuzhou Hongyuan, Xuzhou Hanju, Xuzhou XuanRun, Xuzhou Donglin, Deqing Boyu The agreement on issuing shares and paying cash to purchase assets and the profit forecast compensation agreement on issuing shares and paying cash to purchase assets signed by Wang Gongxue and Shi Chao were prepared. 3、 Verification opinions of independent financial advisor
The independent financial consultant consulted the profit forecast compensation agreement for issuing shares and paying cash to purchase assets signed by Bringspring Science And Technology Co.Ltd(300290) and the counterparty, and the asset appraisal report of the appraisal project of the value of all shareholders’ equity of Shanghai Jinchuang Information Technology Co., Ltd. involved in the impairment test of the value of assets purchased by Bringspring Science And Technology Co.Ltd(300290) by Zhongshui Zhiyuan Asset Appraisal Co., Ltd Bringspring Science And Technology Co.Ltd(300290) issued the special note on performance realization and asset impairment test of Shanghai Jinchuang during the commitment period and the special audit report on asset impairment test issued by Rongcheng Certified Public Accountants (special general partnership), which verified the above asset impairment test.
After verification, the independent financial consultant believes that the listed company has prepared the statement of impairment test of the underlying assets on December 31, 2021, and Rongcheng Certified Public Accountants (special general partnership) has issued a special audit report on the statement of impairment test. According to the description of impairment test and special audit report, as of December 31, 2021, the underlying asset has not been impaired.
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(there is no text on this page, which is the signature page of the verification opinions of Kaiyuan Securities Co., Ltd. on the impairment test of the underlying assets of Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds) the sponsor of the financial consultant:
Yang Fan, Ni Qimin
Kaiyuan Securities Co., Ltd. April 28, 2022
