Special assurance report of impairment test report of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. on December 31, 2021
Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd
catalogue
Page 1. Special assurance report of the impairment test report on December 31, 2021 1 1 – 3 2. Description on the impairment test at the expiration of the performance commitment of paying cash to purchase assets 4 – 7
About paying cash to purchase assets
Description of impairment test at the expiration of performance commitment
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of Listed Companies promulgated by the China Securities Regulatory Commission, Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as “the company” or “Beijing 5I5J Holding Group Co.Ltd(000560) “) has prepared the statement on the impairment test at the expiration of the performance commitment to pay cash to purchase assets (hereinafter referred to as “the statement on impairment test”). The company’s statement of impairment is not true, misleading or misleading. 1、 Basic information of major asset purchases
Upon deliberation and approval of the 34th meeting of the 9th board of directors of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “listed company”), the first extraordinary general meeting of shareholders in 2019 and the shareholders’ meeting of the company, the company purchased 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 Maijia jiuchuang Investment Center (limited partnership) and Shanghai Weilie venture capital center (limited partnership) hold 100% equity of Hunan blue ocean purchase enterprise planning Co., Ltd. (hereinafter referred to as “Blue Ocean purchase”), with a total transaction consideration of RMB 560 million (hereinafter referred to as “this transaction”).
The transaction amount of this transaction is confirmed according to the asset appraisal report on the appraisal project of the value of all shareholders’ equity of Hunan blue ocean enterprise planning Co., Ltd. involved in the equity to be acquired by Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (Kun yuan Ping Bao [2019] No. 94) issued by Kun yuan asset appraisal Co., Ltd., which adopts the asset-based method and income method respectively according to the necessary appraisal procedures, The audited net assets of blue ocean purchase as of the benchmark date of December 31, 2018 were evaluated, and the income method evaluation result of RMB 58.159 million was finally selected as the evaluation value of all shareholders’ equity of blue ocean purchase. According to the evaluation results, all parties to the transaction agreed that the final transaction price of blue ocean’s 100% equity purchase is RMB 560 million. 2、 Performance commitment and impairment test
According to 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 jiuhang enterprise equity management partnership (limited partnership) on Hunan blue ocean purchase enterprise planning Co., Ltd. signed on April 16, 2019, the supplementary agreement to the performance commitment compensation agreement signed on April 28, 2020 and the supplementary agreement signed on April 25, 2021, The main terms of performance commitment and compensation of this transaction are as follows: (1) performance commitment party and compensation obligor
The performance commitment parties and compensation obligors of this transaction are Xie Zhao, Huang Lei, Hu Yang and Hunan jiuhang enterprise equity management partnership (limited partnership). （2） Performance commitment period
The performance commitment period is 2019, 2020 and 2021.
2、 Performance commitment and impairment test (Continued) (III) committed net profit
The performance commitment Party of this transaction promises that from January 1, 2019, the net profit attributable to the owner of the parent company under the consolidated statement standard after deducting non recurring profits and losses accumulated by blue ocean purchase as of December 31, 2019, December 31, 2020 and December 31, 2021 shall not be less than RMB 70 million, RMB 150 million and RMB 24 million respectively. The calculation criteria of the net profit attributable to the owner of the parent company under the consolidated statement criteria after deducting non recurring profits and losses are as follows:
According to the supplementary agreement to the performance commitment compensation agreement, the performance commitment party promises that the actual net profit realized in the performance compensation year of blue ocean purchase is the net profit attributable to the owner of the parent company under the consolidated statement after deducting non recurring profits and losses (“performance commitment profit”), 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, if the financial subsidy and tax return income generated by blue ocean purchase only due to the tax return of its own business operation tax income 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 RMB 15 million, 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 financial subsidies and tax return income of blue ocean purchase business newly increased by blue ocean purchase shall be included in the performance promised profit of the current year according to the amount actually received in the year. （4） Performance compensation arrangement
The listed company shall separately disclose the difference between the actually realized net profit (net profit attributable to the owner of the parent company under the consolidated statement after deducting non recurring profits and losses) and the committed net profit in each annual report of the performance commitment period, and the accounting firm with securities and futures qualification hired by Beijing 5I5J Holding Group Co.Ltd(000560) annual audit in that year or agreed by both parties of this transaction shall issue a special audit report. 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 according to the special audit report issued by the above accounting firm.
If blue ocean purchase fails to realize the cumulative committed net profit of the current period within the performance commitment period, the compensation amount of the performance commitment party in the current period shall be determined as follows:
Amount to be compensated in the current period = (cumulative committed net profit as of the end of the current period – cumulative actual net profit as of the end of the current period) ÷ total cumulative committed net profit during the performance commitment period (i.e. RMB 24 million) × Transaction consideration of the underlying assets to be purchased (i.e. RMB 560 million) – accumulated compensated amount.
2、 Performance commitment and impairment test (Continued) (IV) performance compensation arrangement (Continued)
If the cumulative actual net profit realized by blue ocean purchase during the performance commitment period exceeds the cumulative committed net profit (i.e. RMB 24 million) after the expiration of the performance commitment period, the corresponding transaction consideration that the performance commitment party should obtain in this transaction will be adjusted accordingly. The specific calculation method of consideration adjustment amount is:
Consideration adjustment amount = (cumulative actual net profit in performance compensation year – cumulative committed net profit in performance compensation year) × 50%。
The maximum amount of the aforesaid consideration adjustment shall not exceed 20% of the consideration of this transaction. （5） Ending impairment test and compensation
At the expiration of the performance commitment period, an accounting firm with securities business qualification hired by Beijing 5I5J Holding Group Co.Ltd(000560) annual audit in the current year or recognized by both parties of the transaction shall conduct impairment test on blue ocean purchase and issue the special audit report on impairment test.
If the ending impairment amount after the expiration of the performance compensation year of blue ocean purchase is greater than the compensated cash amount in the performance compensation year, the performance commitment party shall compensate Beijing 5I5J Holding Group Co.Ltd(000560) separately. The specific calculation method of the compensation amount is as follows:
The amount to be compensated for impairment at the end of the period = (the amount of decrease at the end of the blue ocean purchase period – the amount of compensated cash). 3、 Performance completion during the performance commitment period
The net profits attributable to the owners of the parent company in the audited consolidated statements of Hunan blue ocean purchase enterprise planning Co., Ltd. in 2019, 2020 and 2021 after deducting the impact of non recurring profits and losses are as follows (unit: RMB 10000):
Project 20192020 2021
The net profit of the current year was 873572880344774399
Accumulated net profit of RMB 252871535
Cumulative committed net profit 7 Ping An Bank Co.Ltd(000001) 5 China Vanke Co.Ltd(000002) 400000
Performance completion rate: 124.80%, 116.93%, 105.35%
As of December 31, 2021, after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company has reached the cumulative net profit of performance commitment.
