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
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "independent financial consultant") accepts the entrustment of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as "listed company" and "company"), Served as an independent financial adviser on the transaction (hereinafter referred to as "this transaction") in which Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as " 5I5J Holding Group Co.Ltd(000560) real estate brokerage") a subsidiary of the listed company acquired 100% equity of Hunan blue ocean purchase enterprise planning Co., Ltd. (hereinafter referred to as "Blue Ocean purchase" and "target company"). In accordance with the requirements of the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies and other laws and regulations, we have verified the achievement of performance commitments and asset impairment of blue ocean purchase in 2021 made by Xie Zhao, Huang Lei, Hu Yang and Hunan Jiuxing enterprise equity management partnership (limited partnership) (hereinafter referred to as "Hunan Jiuxing"). The details are as follows:
1、 Performance commitment
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. (hereinafter referred to as "performance commitment compensation agreement"), the supplementary agreement to the performance commitment compensation agreement and the supplementary agreement, The main terms of performance commitment and compensation of this transaction are as follows: (I) 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 Jiuxing.
(II) performance commitment period
The performance commitment period is 2019, 2020 and 2021.
(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 70 million yuan, 150 million yuan and 24 million yuan respectively.
The supplementary agreement to the performance commitment compensation agreement further defines the calculation method of the net profit realized by blue ocean purchase. When calculating the actual net profit realized by blue ocean purchase during the performance commitment period, the following aspects shall not be included:
① As a result of the overall planning of 5I5J Holding Group Co.Ltd(000560) real estate broker or its group, the information system usage fees and profits collected by lanhaigou from 5I5J Holding Group Co.Ltd(000560) real estate broker and its subsidiaries;
② Other income or profits in any form, including but not limited to financial subsidies, tax returns, etc., arising from the foregoing events ①;
③ Relevant costs borne by blue ocean purchase for carrying out the above matters ①.
According to the supplementary agreement, if the financial subsidies 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 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.
(IV) performance compensation arrangement
1. Determination of performance compensation amount
(1) Agreement on performance commitment compensation agreement
The listed company shall separately disclose the difference between the net profit actually realized by blue ocean purchase (the net profit attributable to the owner of the parent company after deducting non recurring profits and losses at the consolidation level) 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 5I5J Holding Group Co.Ltd(000560) real estate broker in the annual audit of that year or agreed by both parties of this transaction shall issue a special audit report on 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 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. 24 million yuan) × Transaction consideration of the underlying assets to be purchased (i.e. 560 million yuan) - accumulated compensated amount.
2. Payment arrangement of performance compensation
The performance commitment party has the priority to compensate with the equity transfer money it obtained in this transaction. In case of performance compensation, the listed company has the right to deduct the amount of compensation payable in the current period from the current equity transfer payment and pay it to the performance commitment party. The specific calculation method of equity transfer payment payable in the current period is as follows:
Current payable equity transfer amount = current equity transfer amount - current compensation amount. If the equity transfer amount payable in the current period is less than the compensation amount payable in the current period, the performance commitment party shall make up the difference with the cash consideration, self owned funds or self raised funds obtained from the transaction. The balance shall be paid to the bank account designated by 5I5J Holding Group Co.Ltd(000560) real estate broker within 15 working days after the special audit report is issued and the performance commitment party receives the compensation notice from 5I5J Holding Group Co.Ltd(000560) real estate broker.
No matter for what reason, the amount that the performance commitment party has compensated the real estate agent of I love my family in each period of the performance compensation year shall not be returned.
(V) ending impairment test and compensation
1. Recognition of impairment compensation amount
When the performance commitment period expires, an accounting firm with securities business qualification hired by 5I5J Holding Group Co.Ltd(000560) real estate broker in the annual audit of the current year or recognized by both parties of the transaction will conduct impairment test on the target company and issue the special audit report on impairment test.
If the impairment amount at the end of the period after the expiration of the performance compensation year of the target company is greater than the compensated cash amount in the performance compensation year, the performance commitment party shall compensate 5I5J Holding Group Co.Ltd(000560) real estate broker 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).
2. Payment arrangement of impairment compensation
If the performance commitment party needs to compensate 5I5J Holding Group Co.Ltd(000560) real estate broker for the impairment of blue ocean purchase, 5I5J Holding Group Co.Ltd(000560) real estate broker has the right to continue to deduct the amount of compensation for impairment at the end of the period from the equity transfer payable in the current period and pay it to the performance commitment party; If the equity transfer amount payable in the current period is insufficient to pay the above amount of compensation for impairment at the end of the period, the performance commitment party shall make up the difference with the cash consideration obtained from this transaction, its own funds or self raised funds. The balance shall be made up within 15 working days after the issuance of the special audit report on impairment test and the performance commitment party receives the notice of compensation from 5I5J Holding Group Co.Ltd(000560) real estate brokers, Pay to the bank account designated by 5I5J Holding Group Co.Ltd(000560) real estate broker.
The amount used by the performance commitment party for performance compensation and impairment compensation shall not exceed 100% of the total transaction consideration of this transaction.
2、 Completion of performance commitments
From January 1, 2019 to December 31, 2021, according to the assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 (Ernst & Young Huaming (2022) Zi No. 61480299a01) issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as "Ernst & young certified public accountants"), The accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 252831500 yuan, and the net profit of performance commitment exceeding 240 million yuan, that is, the performance commitment party has completed the performance commitment as of December 31, 2021.
3、 Asset impairment test
Ernst & Young Certified Public Accountants issued 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 (anyong Huaming (2022) zhuanzi No. 61480299a02), and issued assurance opinions on the statement on the impairment test of the performance commitment period of paying cash to purchase assets prepared by the company 5I5J Holding Group Co.Ltd(000560) real estate brokers carry out impairment test on the blue ocean option held by them. As of December 31, 2021, according to the value of all shareholders' equity of Hunan blue ocean 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) issued by Beijing Yachao Asset Appraisal Co., Ltd, The appraisal value of the total equity of blue ocean purchase is 1819.8 million yuan. After deducting the influence of 5I5J Holding Group Co.Ltd(000560) real estate brokerage and the newly expanded business of blue ocean purchase, the appraisal value of the total equity is 704.72 million yuan; Therefore, the blue ocean option held by the listed company through 5I5J Holding Group Co.Ltd(000560) real estate brokerage has not been impaired.
4、 Verification opinions of independent financial advisor
The independent financial consultant consulted the assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 issued by Ernst & Young accountants 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 Beijing Yachao Asset Appraisal Co., Ltd. issued the "value of all shareholders' equity of Hunan blue ocean purchase enterprise planning Co., Ltd. of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. because the performance commitment involves the final impairment test", which verified the realization of the performance commitment and asset impairment of the target company.
After verification, the independent financial adviser believes that the performance commitments of the subject company of this transaction, blue ocean purchase, have been realized as of December 31, 2019, December 31, 2020 and December 31, 2021 since January 1, 2019; As of December 31, 2021, the equity of the subject company has not been impaired; The compensation obligor does not need to make performance commitment compensation or asset impairment compensation. However, the real estate industry of listed companies and target companies is greatly affected by the macroeconomic environment, national industrial policies and market competition environment. In recent years, with the fluctuation of national industrial regulation policies and the impact of the epidemic on the global economy, the industry is facing development pressure. Therefore, it reminds investors to pay attention to the possible performance volatility and uncertainty of listed companies and target companies in the future.
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Independent financial advisor sponsor:
Li Xiaoling, Dong Junhao
Guotai Junan Securities Co.Ltd(601211) April 2022
