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 achievement of performance commitments in 2021
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 achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as “Jinchuang information” or “target company”) in 2021, and expressed the following opinions: I. performance commitments and compensation arrangements
(I) committed net profit and profit compensation period
According to Bringspring Science And Technology Co.Ltd(300290) and the counterparty 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”) The profit forecast compensation agreement signed by 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”). The profit compensation period of this transaction is 2019, 2020 and 2021; The counterparty promises that during the profit compensation period, the net profit of the subject company in each year shall not be less than 25 million yuan (including the principal), 30 million yuan (including the principal) and 35 million yuan (including the principal). The “net profit” mentioned in the profit forecast compensation agreement refers to the net profit attributable to the owner of the parent company in the consolidated statements of the subject company audited by an accounting firm qualified for securities and futures business hired by Bringspring Science And Technology Co.Ltd(300290) and the net profit shall be subject to the lower one before and after deducting non recurring profits and losses.
(II) amount, method and implementation of profit compensation
1. Compensation obligation
If the amount of net profit committed at the end of the period, the counterparty shall perform the compensation obligations in accordance with the profit forecast compensation agreement, and Wang Gongxue and Shi Chao shall bear joint and several guarantee liabilities for the profit compensation obligations of the counterparty in accordance with the profit forecast compensation agreement.
2. Determination of compensation amount
Current compensation amount = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each period within the profit compensation period × Transaction price of underlying assets – cumulative compensated amount
During the profit compensation period, when the current compensation amount calculated according to the above method at the end of each period is less than or equal to zero, Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun, Xuzhou Donglin and Deqing Boyu need not compensate the listed company, but the compensation amount paid in previous years will not be refunded. During the profit compensation period, the accumulated shares and cash compensation amount of Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun, Xuzhou Donglin and Deqing Boyu shall not exceed the total value of the assets won the bid in this transaction.
3. Compensation mode
If the compensation obligation is triggered during the profit compensation period, Xuzhou Hanju and Xuzhou Hongyuan shall give priority to compensation in the form of shares, and compensate the listed company according to the compensation amount calculated and determined in the above paragraph. The specific amount of share compensation shall be determined according to the following formula:
Number of shares to be compensated in the current period = compensation amount in the current period / issue price.
For the part of insufficient share compensation, Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun, Xuzhou Donglin and Deqing Boyu shall continue to compensate in cash. The amount of cash compensation = the amount of compensation payable in the current period – the number of compensated shares in the current period × The issue price.
If the listed company has cash dividends in each year during the profit compensation period, the actual number of compensation shares calculated according to the above formula and the cumulative dividend income obtained in the above years before the implementation of compensation shares, Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun, Xuzhou Donglin and Deqing Boyu shall give them to the listed company free of charge; If the listed company’s ex rights and ex dividend behaviors such as share distribution and conversion of provident fund into share capital in each year during the profit compensation period lead to changes in adjustment, the number of compensated shares of Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun, Xuzhou Donglin and Deqing Boyu shall be adjusted to: the number of compensated shares calculated according to the public formula determined above × (1 + proportion of conversion to value-added shares or share offering).
4. Undertaking of compensation obligation
(1) In case of compensation obligation, Xuzhou Hanju, Xuzhou Hongyuan, Xuzhou XuanRun and Xuzhou Donglin (hereinafter collectively referred to as the “priority compensation party”) shall give priority to bear the current compensation amount to the listed company, The calculation method of the proportion of compensation obligations borne by the priority compensators is: the capital contribution of the target company transferred by the priority compensators to the listed company in this transaction / the total capital contribution of the target company transferred by the priority compensators to the listed company in this transaction, that is, the proportion of compensation responsibilities borne by Xuzhou Hongyuan, Xuzhou Hanju, Xuzhou XuanRun and Xuzhou Donglin are 17.86%, 64.29%, 8.93% and 8.93% respectively.
The compensation amount is calculated as follows:
① Current compensation amount of Xuzhou Hongyuan = current compensation amount 17.86%
② Xuzhou Hanju current compensation amount = current compensation amount 64.29%
③ Current compensation amount of Xuzhou XuanRun = current compensation amount 8.93%
④ Current compensation amount of Xuzhou Donglin = current compensation amount 8.93%
(2) If the cumulative amount of compensation incurred during the profit compensation period exceeds the total transaction consideration obtained by the preferred compensation party in this transaction, Deqing Boyu shall be liable for compensation to the listed company with the cash consideration obtained through this transaction as the upper limit.
Compensation amount of Deqing Boyu in the current period = cumulative compensation amount – total consideration of this transaction total amount of capital contribution of the target company transferred by the priority compensation party to the listed company in this transaction / total amount of capital contribution of the target company transferred by the counterparty to the listed company in this transaction – cumulative compensation amount of Deqing Boyu in the period of profit compensation
5. For the avoidance of doubt, the total amount of impairment compensation and profit commitment compensation undertaken by the counterparty shall not exceed the total consideration of this transaction.
6. Implementation of compensation obligations
(1) If the counterparty is required to make cash compensation to the listed company according to the profit forecast compensation agreement, the listed company shall calculate the amount of cash that should be compensated by the counterparty within 10 working days after the issuance of the special audit report, and notify the counterparty in writing to pay the amount of cash that should be compensated to the listed company. The amount shall be paid to the listed company within 5 working days after receiving the notice of cash transfer from the listed company.
(2) If Xuzhou Hongyuan and Xuzhou Hanju are required to compensate the listed company for their shares according to the profit forecast compensation agreement, the listed company shall, within 10 working days after the issuance of the special audit report, submit a proposal to the general meeting of shareholders to repurchase and cancel the compensated shares of Xuzhou Hongyuan and Xuzhou Hanju at a total price of RMB 1. After the general meeting of shareholders of the listed company deliberates and approves the above share repurchase and cancellation plan, The listed company shall notify Xuzhou Hongyuan and Xuzhou Hanju in writing within 5 working days after the announcement of the resolution of the general meeting of shareholders. Xuzhou Hongyuan and Xuzhou Hanju shall cooperate with the listed company to go through the share cancellation procedures within 5 working days after receiving the notice.
From the date of determining the number of shares to be compensated to the date of cancellation of such shares, such shares do not have voting rights and do not enjoy the right of dividend distribution. If the share repurchase of the listed company is not approved by the shareholders’ meeting of Xuzhou or the relevant matters of the listed company cannot be implemented due to the reasons such as the cancellation of the registered capital of Xuzhou Hongyuan Xuzhou Hanju promises to give shares equal to the above repurchased shares to other shareholders within 2 months after the issuance of the special audit report (“other shareholders” refer to the holders of shares other than Xuzhou Hongyuan and Xuzhou Hanju registered on the equity registration date determined in the announcement on the implementation of shares given by the listed company), and other shareholders deduct Xuzhou Hongyuan The proportion of Bringspring Science And Technology Co.Ltd(300290) shares after the number of shares held by Xuzhou Hanju is entitled to the donated shares.
(3) The total number of shares to be compensated by Xuzhou Hongyuan and Xuzhou Hanju shall not exceed the total number of shares obtained by Xuzhou Hongyuan and Xuzhou Hanju in this transaction. If Xuzhou and Hongyuan shares exist, Xuzhou and Hongyuan shall be taken as a decimal when calculating the compensation results.
(4) Xuzhou Hongyuan and Xuzhou Hanju guarantee that the consideration shares will be preferentially used to fulfill the commitment of profit compensation and will not evade the obligation of compensation by pledging shares; When pledging the consideration shares in the future, the pledgee will be informed in writing of the potential profit commitment and compensation obligations of the above shares according to the profit compensation agreement, and make a clear agreement with the pledgee on the matters of relevant shares used to pay profit compensation in the pledge agreement.
7. Xuzhou Hongyuan, Xuzhou Hanju, Xuzhou XuanRun and Xuzhou Donglin are jointly and severally liable for their respective obligations under the profit forecast compensation agreement.
8. Wang Gongxue and Shi Chao are jointly and severally liable for all compensation obligations of the counterparty under the profit forecast compensation agreement.
(III) asset impairment test
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 number of compensation shares for impairment compensation shall be adjusted accordingly.
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.
(IV) reward for excess performance
At the end of the profit compensation period, if the target company’s cumulative performance exceeds the cumulative performance commitment during the performance commitment period, the listed company will pay the management team of the target company an excess performance reward.
1. When the conditions for reward for excess performance are met, the listed company will pay 50% of the excess net profit to the management of the target company as a reward. Excess net profit = cumulative net profit actually realized by the target company during the profit compensation period – cumulative committed net profit of the target company during the profit compensation period.
2. The amount of the excess performance reward shall not exceed 20% of the transaction amount of the assets won the bid in this transaction, and shall not exceed the audited net operating cash flow during the performance compensation period of the underlying assets.
3. The method, list and implementation measures of reward for excess performance shall be proposed by Wang Gongxue and Shi Chao, and shall be deliberated and decided by the board of directors of the listed company. The rewarded personnel shall be those who still work in the target company at the end of the profit compensation period. 2、 Achievement of performance commitments in 2021
According to the audit report of Shanghai Jinchuang Information Technology Co., Ltd. (Rong Cheng Shen Zi [2022] No. 110f0127) and the audit report on the implementation of the counterparty’s performance commitment to Shanghai Jinchuang Information Technology Co., Ltd. in 2021 (Rong Cheng Zhi Zi [2022] No. 110z0073) issued by Rong Cheng certified public Accountants (special general partnership), In 2021, the net profit attributable to the owner of the parent company of Jinchuang information was 402577 million yuan, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 368913 million yuan, and the performance commitment in 2021 was 35 million yuan. Jinchuang information has achieved the performance commitment in 2021, with a completion rate of 105.40%. 3、 Verification opinions of independent financial advisor
The independent financial adviser consulted the relevant agreements signed by the parties to the transaction through communication with the senior executives of Jinchuang information, The audit report of Shanghai Jinchuang Information Technology Co., Ltd. (Rong Cheng Shen Zi [2022] No. 110f0127) and the audit report on the statement of the counterparty on the realization of the performance commitment of Shanghai Jinchuang Information Technology Co., Ltd. (Rong Cheng Zhi Zi [2022] No. 110z0073) issued by Rongcheng Certified Public Accountants (special general partnership) were consulted to verify the realization of the performance commitment of Jinchuang information in 2021. After verification, the independent financial adviser believes that: the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized by the subject company of Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets in 2021 exceeds the performance commitment level of the counterparty, and the performance commitment in 2021 has been realized.
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