About counterparty pair
Audit report on the implementation of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021
Bringspring Science And Technology Co.Ltd(300290)
Rongcheng zhuanzi [2022] No. 110z0073
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
No. content page 1 audit report of performance commitment implementation description 1-2
2 description of achievement of performance commitments 3-6
About the counterparties to Shanghai Jinchuang Information Technology Co., Ltd
Audit report on the implementation of performance commitments in 2021
Rongcheng zhuanzi [2022] No. 110z0073 Bringspring Science And Technology Co.Ltd(300290) all shareholders:
We have accepted the entrustment and reviewed the attached statement on the realization of the counterparty's performance commitment to Shanghai Jinchuang Information Technology Co., Ltd. in 2021 (hereinafter referred to as the performance commitment realization statement) prepared by the management of Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as Bringspring Science And Technology Co.Ltd(300290) ).
It is the responsibility of Bringspring Science And Technology Co.Ltd(300290) management to prepare the statement of achievement of performance commitments in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies of China Securities Regulatory Commission. This responsibility includes ensuring that its contents are true, accurate and complete without false records, misleading statements or major omissions. Our responsibility is to give audit opinions on the implementation of performance commitment prepared by Bringspring Science And Technology Co.Ltd(300290) management on the basis of audit.
We plan and implement the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information, so as to explain whether there is no material misstatement and obtain reasonable assurance about the achievement of performance commitments. During the audit process, we implemented procedures that we considered necessary, including checking accounting records. We believe that our audit work provides a reasonable basis for expressing opinions.
We believe that the attached statement on the achievement of performance commitments for 2021 prepared by Bringspring Science And Technology Co.Ltd(300290) management is prepared in accordance with the measures for the administration of major asset restructuring of listed companies of China Securities Regulatory Commission in all major aspects, which fairly reflects the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd.
This audit report is only used by the parties to the transaction of 3 Dongguan Mentech Optical & Magnetic Co.Ltd(002902) 021's acquisition of 70.00% equity business of Shanghai Jinchuang Information Technology Co., Ltd. to confirm the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in accordance with the provisions of the profit forecast compensation agreement for issuing shares and paying cash to purchase assets, and shall not be used for any other purpose.
(this page is the signature and seal page of Bringspring Science And Technology Co.Ltd(300290) Rongcheng zhuanzi [2022] No. 110z0073 report.)
Rongcheng certified public accountants China Certified Public Accountant: Wang Yifei
(special general partnership)
Beijing, China Certified Public Accountant: Tong haiguang
April 28, 2022
Bringspring Science And Technology Co.Ltd(300290)
About the counterparties to Shanghai Jinchuang Information Technology Co., Ltd
Description of achievement of performance commitments in 2021
Based on the requirements of the profit forecast compensation agreement for issuing shares and paying cash to purchase assets signed by the parties to the transaction of Bringspring Science And Technology Co.Ltd(300290) or the company and the company's acquisition of 70.00% equity business of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as Jinchuang company) in 2019, and in accordance with the provisions of the accounting standards for business enterprises, Bringspring Science And Technology Co.Ltd(300290) the management has prepared the statement on the realization of the counterparty's performance commitment to Shanghai Jinchuang Information Technology Co., Ltd. in 2021.
1、 Basic information of the company
(I) Company Profile
Bringspring Science And Technology Co.Ltd(300290) is a joint stock limited company established by Shenyang Bringspring Science And Technology Co.Ltd(300290) Engineering Co., Ltd. (hereinafter referred to as "the limited company") in 2010 by way of overall change. Obtained the business license for enterprise legal person No. 2101052102543 issued by Shenyang Administration for Industry and Commerce on November 18, 2005. A new business license was obtained on November 9, 2015, with a unified social credit code of 9121010078008104xd.
On July 22, 2010, according to the resolution on the change of the company from a limited company to a joint stock company, Shenyang Bringspring Science And Technology Co.Ltd(300290) promoter agreement and the articles of association of the company, the company was changed into a joint stock limited company with the audited net assets of RMB 704036 million converted into 51 million shares on the basis of May 31, 2010. The name of the company after change was Bringspring Science And Technology Co.Ltd(300290) .
With the approval of zjxk [2011] No. 2143 document of China Securities Regulatory Commission, the company publicly issued 17 million RMB common shares (A shares) to the public, with a par value of RMB 1.00 per share. The company's shares were listed and traded in Shenzhen Stock Exchange on February 16, 2012. After the issuance, the company's share capital was changed to 68 million shares.
After several capital increases, as of December 31, 2021, the share capital of the company has been changed to RMB 63923756900.
(II) main business
Main business: cloud data integration and services.
(III) business address of the company's headquarters: No. 7a-3, Kaifa Road, Shenyang Economic and Technological Development Zone, Shenyang City, Liaoning Province.
(IV) legal representative of the company: he Renhui.
2、 Bringspring Science And Technology Co.Ltd(300290) acquisition plan, approval and implementation of 70% equity of Jinchuang company
Introduction to the acquisition of 70% equity of ChuangJin company
After the resolution of the sixth meeting of the Fourth Board of directors of the company, the deliberation of the third extraordinary general meeting of shareholders in 2019, and the reply on approving Bringspring Science And Technology Co.Ltd(300290) issuing shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds (zjxk [2020] No. 115) issued by China Securities Regulatory Commission, The company and the former shareholders of Jinchuang company, Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership), Deqing Boyu investment management partnership (limited partnership) Wang Gongxue and Shi Chao signed the agreement on issuing shares and paying cash to purchase assets. The company invested 21 million yuan to acquire 70% equity of Jinchuang company. After the completion of the above transaction, the company holds 70% equity of Jinchuang company.
(II) approval procedures for this acquisition
On July 12, 2019, the fifth meeting of the Fourth Board of directors of the company deliberated and approved the plan for Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds.
On July 31, 2019, the sixth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on Bringspring Science And Technology Co.Ltd(300290) issuing shares and paying cash to purchase assets and raise supporting funds (Revised Version).
On September 6, 2019, the eighth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the scheme of the company issuing shares and paying cash to purchase assets and raising supporting funds.
On November 4, 2019, the third extraordinary general meeting of shareholders of the company deliberated and passed the proposal on the company's plan of issuing shares and paying cash to purchase assets and raising supporting funds.
On January 16, 2020, the China Securities Regulatory Commission issued the reply on approving Bringspring Science And Technology Co.Ltd(300290) to issue shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds to the company (zjxk [2020] No. 115).
(III) implementation of this acquisition
On March 23, 2020, the company issued 21538460 shares to Xuzhou Hanju venture capital partnership (limited partnership) and Xuzhou Hongyuan enterprise management partnership (limited partnership), the former shareholders of Jinchuang company. The industrial and commercial registration procedures corresponding to the equity of Jinchuang company have been completed, and the company has actually obtained the actual control of 70% of the equity of Jinchuang company.
3、 Bringspring Science And Technology Co.Ltd(300290) acquisition of performance commitment of Jinchuang company
On July 12, 2019, according to the company and the former shareholders of Jinchuang company, Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership), Deqing Boyu investment management partnership (limited partnership) According to the provisions of the profit forecast compensation agreement for issuing shares and paying cash to purchase assets signed by Wang Gongxue and Shi Chao, the former shareholders Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) Deqing Boyu investment management partnership (limited partnership) promises that the audited net profit of Jinchuang company in 2019, 2020 and 2021 will not be less than 25 million yuan (including the principal), 30 million yuan (including the principal) and 35 million yuan (including the principal), respectively. The above net profit shall be determined based on the lower of the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss. During the profit compensation period, if the accumulated actual net profit of Jinchuang company by the end of the current period is less than the committed net profit by the end of the current period, the original shareholders Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) Deqing Boyu investment management partnership (limited partnership) shall compensate the company in the following ways:
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 the underlying asset - cumulative compensated amount.
4、 Achievement of performance commitments of Jinchuang company
The 2021 financial statements of Jinchuang company were audited by Rongcheng Certified Public Accountants (special general partnership) and issued an unqualified audit report of Rongcheng Shenzi [2022] No. 110f0127 on April 28, 2022. According to the audit, the net profit attributable to the owner of the parent company in 2021 was 402577 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 368913 million yuan, realizing the performance commitment in 2021.
After deducting non recurring profits and losses
Net profit committed during the period net profit of the owner of the parent company (excluding non balance completion rate)
(whichever is lower)
350000 China Union Holdings Ltd(000036) 89131053189131053 105.40% in 2021
Bringspring Science And Technology Co.Ltd(300290) April 28, 2022
