5I5J Holding Group Co.Ltd(000560) assurance report on the implementation of performance commitments in 2021 for major asset purchases in 20192021
5I5J Holding Group Co.Ltd(000560)
catalogue
Page 1. 2021 performance commitment on major asset purchase in 2019
Assurance report of implementation description 1 II. 5I5J Holding Group Co.Ltd(000560)
Notes on the implementation of 2021 performance commitments for major asset purchases in 2019 2 – 4
5I5J Holding Group Co.Ltd(000560)
Statement on the implementation of 2021 performance commitments for major asset purchases in 2019
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 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 Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as “Beijing 5I5J Holding Group Co.Ltd(000560) “), the subsidiary of the listed company, Beijing 5I5J Holding Group Co.Ltd(000560) purchased Xie Zhao, Hu Yang, Huang Lei, Tian Chunshan and Hunan Jiuxing enterprise equity management partnership (limited partnership) by paying cash Nantong Wofu Jinxin equity investment fund partnership (limited partnership), 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”).
On May 20, 2019, the high tech Industrial Development Zone Branch of Changsha Administration for Industry and Commerce issued a new business license to blue ocean purchase, and 100% of the equity of blue ocean purchase has been changed and registered in Beijing 5I5J Holding Group Co.Ltd(000560) name; As of May 31, 2019, the counterparty of this transaction and blue ocean purchase have issued confirmation letters and delivery certificates to Beijing 5I5J Holding Group Co.Ltd(000560) confirming that the delivery preconditions have been met. Beijing 5I5J Holding Group Co.Ltd(000560) has also confirmed the completion of the delivery preconditions. All the delivery preconditions of this transaction have been reached. Blue ocean purchase has become a wholly-owned subsidiary of Beijing 5I5J Holding Group Co.Ltd(000560) . 2、 Performance commitment of major asset purchase
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. （3） 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:
2、 Performance commitment of major asset purchase (Continued) (III) committed net profit (Continued)
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
1. Determination of performance compensation amount
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.
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.
