Securities code: 5I5J Holding Group Co.Ltd(000560) securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022028 5I5J Holding Group Co.Ltd(000560)
Announcement on the achievement of performance commitments and asset impairment test of the target company of major asset purchase of subsidiaries in 2019
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.
1、 Basic information of this major asset purchase
After deliberation and approval by 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company”) at the 34th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2019 held on April 16, 2019 and may 17, 2019 respectively, The company’s subsidiary, Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as “Beijing 5I5J Holding Group Co.Ltd(000560) “), purchased eight shareholders of Hunan blue ocean purchase enterprise planning Co., Ltd. (hereinafter referred to as “Blue Ocean purchase”) Xie Zhao, Hu Yang, Huang Lei, Tian Chunshan, Hunan jiuhang enterprise equity management partnership (limited partnership), Nantong Wofu Jinxin equity investment fund partnership (limited partnership) and Zhuhai Hengqin Maga jiuchuang Investment Center (limited partnership) and Shanghai Weilie venture capital center (limited partnership) jointly hold 100% equity of blue ocean purchase (hereinafter referred to as “this major asset purchase”), and the total transaction consideration is RMB 560 million. On May 20, 2019, the industrial and commercial change registration of the equity transfer of the target company Blue Ocean purchase was completed. 100% of the equity of blue ocean purchase has been changed and registered in the name of Beijing 5I5J Holding Group Co.Ltd(000560) and blue ocean purchase has become a wholly-owned subsidiary of Beijing 5I5J Holding Group Co.Ltd(000560) . As of May 31, 2019, all the preconditions for the delivery of this transaction have been reached, and the delivery of the target company has been completed.
2、 Performance commitment of this major asset purchase
1. Relevant agreements of performance commitment compensation agreement
On April 16, 2019, Beijing 5I5J Holding Group Co.Ltd(000560) and Xie Zhao, Huang Lei, Hu Yang Hunan Jiuxing enterprise equity management partnership (limited partnership) (hereinafter referred to as “Hunan Jiuxing”) signed the performance commitment compensation agreement between Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. and Xie Zhao, Huang Lei, Hu Yang and Hunan Jiuxing enterprise equity management partnership (limited partnership) on Hunan blue ocean purchasing enterprise planning Co., Ltd. (hereinafter referred to as “performance commitment compensation agreement”). Xie Zhao, Huang Lei, Hu Yang and Hunan Jiuxing, the compensation obligors of the performance commitment, promise that from January 1, 2019, the cumulative net profit attributable to the shareholders of the parent company under the consolidated statement standard after deducting non recurring profits and losses realized by blue ocean purchase as of December 31, 2019, December 31, 2020 and December 31, 2021 will not be less than 70 million yuan, 150 million yuan and 24 million yuan respectively, If the cumulative actual net profit realized in the performance compensation year of blue ocean purchase is lower than the cumulative committed net profit in the above year, the compensation obligor shall compensate Beijing 5I5J Holding Group Co.Ltd(000560) for it. The difference between the accumulated actual net profit realized by blue ocean purchase and the accumulated committed net profit at the end of the current period shall be determined by the special audit report issued by the accounting firm qualified for securities and futures engaged by the annual audit of Beijing 5I5J Holding Group Co.Ltd(000560) current year or agreed by both parties of this transaction.
2. Agreement on supplementary agreement of performance commitment profit
According to the supplementary agreement to the performance commitment compensation agreement signed by Beijing 5I5J Holding Group Co.Ltd(000560) and the performance commitment compensation obligor on April 28, 2020, the performance commitment party promises that the actual net profit realized by lanhaigou in the performance compensation year is the net profit attributable to the owner of the parent company (“performance commitment profit”) under the consolidated statement after deducting non recurring profits and losses, but the calculation of such actual net profit does not include the following aspects:
(1) Information system usage fees and profits generated by lanhaigou from Beijing 5I5J Holding Group Co.Ltd(000560) and its subsidiaries due to the overall planning of Beijing 5I5J Holding Group Co.Ltd(000560) or the group to which Beijing 5I5J Holding Group Co.Ltd(000560) belongs;
(2) Other income or profits in any form, including but not limited to financial subsidies, tax returns, etc., arising from the foregoing (1);
(3) Relevant costs borne by blue ocean purchase for carrying out the above (1) matters.
According to the supplementary agreement signed by Beijing 5I5J Holding Group Co.Ltd(000560) and the compensation obligor of performance commitment on April 25, 2021, if blue ocean purchase only generates financial subsidies and tax return income from the tax return of its own business operation tax income, it can be included in the above performance commitment profit. The corresponding amount is the total return amount received by blue ocean purchase in the current year, deducting the income listed in (2) above and other financial subsidies and tax return income not generated by blue ocean purchase’s own business. In order to ensure the scale of tax return, only when the amount of financial subsidies and tax return actually received in the book of blue ocean purchase reaches 15 million yuan, the financial subsidies and tax return income of relevant blue ocean purchase business can be included in the above performance promised profits at one time in the current period. After that, The amount of tax return income of blue ocean purchase business newly increased by blue ocean purchase is actually included in the performance promised profit of the current year according to the annual tax return.
3、 Completion of performance commitments as of December 31, 2021
According to the assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) [Ernst & Young Huaming (2022) Tzi No. 61480299a01], blue ocean purchase will start from January 1, 2019, As of December 31, 2021, the cumulative net profit attributable to the shareholders of the parent company under the consolidated statement standard after deducting non recurring profits and losses is 252831500 yuan, which has reached the cumulative net profit promised by blue ocean purchase on this transaction, with a completion rate of 105.35%. The performance commitment involved in this transaction has been realized.
As of December 31, 2021, the completion of performance commitments of this transaction is as follows:
Unit: RMB 10000
As of December 2021
Project Name: completion rate of cumulative actual difference on December 31
Committed amount and realized amount
As of December 31, 2021,
Blue ocean purchase 2019 and 2020
Deduct 2400000, 2528315, 128315 and 105.35% of the accumulated net profit attributable to the shareholders of the parent company in the consolidated statements after the impact of recurring profits and losses
4、 Impairment test of underlying assets upon expiration of performance commitment
As of December 31, 2021, the performance commitment period involved in this major asset purchase has expired.
Beijing Yachao Assets Appraisal Co., Ltd. accepted the entrustment of Beijing 5I5J Holding Group Co.Ltd(000560) to appraise the market value of all shareholders’ equity of lanhaigou on December 31, 2021, and issued the asset appraisal report on the value of all shareholders’ equity of Hunan lanhaigou enterprise planning Co., Ltd. of Beijing 5I5J Holding Group Co.Ltd(000560) real estate Brokerage Co., Ltd. due to the performance commitment involving the final impairment test (Beijing Yachao Ping Bao Zi (2022) No. a118). According to the above appraisal report, the income method is selected to evaluate the total equity of the shareholders of blue ocean purchase. As of December 31, 2021, the appraisal value of the total equity of blue ocean purchase is 1819.8 million yuan. After deducting the impact of Beijing 5I5J Holding Group Co.Ltd(000560) and the new expansion business of blue ocean purchase, the total equity value is 704.72 million yuan, which is higher than the valuation level corresponding to the cost paid by Beijing 5I5J Holding Group Co.Ltd(000560) to pay cash for 100% equity of blue ocean purchase, Therefore, the blue ocean option held by the company through Beijing 5I5J Holding Group Co.Ltd(000560) has not been impaired.
In view of the completion of the above performance commitments and the impairment test, the company and Beijing 5I5J Holding Group Co.Ltd(000560) prepared the statement on the realization of the performance commitments in 2021 for the purchase of major assets in 2019 and the statement on the impairment test at the expiration of the performance commitments for the purchase of assets by cash, The auditor Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 [Ernst & Young Huaming (2022) Zi No. 61480299a01] and the special assurance report on the impairment test report of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. on December 31, 2021 [Ernst & Young Huaming (2022) Zi No. 61480299a02], The independent financial consultant Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on the achievement of performance commitments and asset impairment of 5I5J Holding Group Co.Ltd(000560) major asset purchase in 2021. The specific contents of the above report are disclosed on cninfo.com.cn on the same day as this announcement Relevant announcements on.
5、 Documents for future reference
1. Resolutions of the 19th meeting of the 10th board of directors and the board of directors in 2021;
2. The company’s statement on the realization of 2021 performance commitment for major asset purchase in 2019 and Beijing 5I5J Holding Group Co.Ltd(000560) statement on the impairment test after the expiration of performance commitment for cash purchase of assets;
3. Assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 [Ernst & Young Huaming (2022) Tzi No. 61480299a01], and special assurance report on impairment test report of Beijing 5I5J Holding Group Co.Ltd(000560) 2021 on December 31, 2021 [Ernst & Young Huaming (2022) Tzi No. 61480299a02]; 4. Asset appraisal report on the value of all shareholders’ equity of Hunan blue ocean purchase enterprise planning Co., Ltd. (Beijing Yachao pingbao Zi (2022) No. a118) of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. due to the performance commitment involving the final impairment test;
5. Guotai Junan Securities Co.Ltd(601211) verification opinions on the achievement of performance commitments and asset impairment of 5I5J Holding Group Co.Ltd(000560) major asset purchase in 2021.
It is hereby announced.
5I5J Holding Group Co.Ltd(000560) board of directors
April 29, 2022
