Shenzhen Guohua Network Security Technology Co.Ltd(000004) on the realization of the company’s performance commitment in 2021 due to major asset restructuring
Audit report
Zhitong Certified Public Accountants (special general partnership)
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Audit report 1-2
Notes of the company on the realization of the performance commitments of the company in 2021 due to major asset restructuring 1-4
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Shenzhen Guohua Network Security Technology Co.Ltd(000004)
About major asset restructuring
Implementation of the company’s performance commitments in 2021
Description audit report
Zhi Tong Zhi Zi (2022) No. 440a009799 Shenzhen Guohua Network Security Technology Co.Ltd(000004) all shareholders:
We are entrusted to audit the consolidated and company’s balance sheet of Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as Shenzhen Guohua Network Security Technology Co.Ltd(000004) company) as of December 31, 2021, the consolidated and company’s income statement, consolidated and company’s cash flow statement, consolidated and company’s statement of changes in shareholders’ equity and notes to financial statements in 2021, The attached statement on the realization of the company’s performance commitments in 2021 by major asset restructuring (hereinafter referred to as the “statement on the realization of performance commitments”) of Shenzhen Guohua Network Security Technology Co.Ltd(000004) company was specially reviewed.
It is the responsibility of the management of Shenzhen Guohua Network Security Technology Co.Ltd(000004) company to prepare the statement on the realization of performance commitments in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, so as to ensure that its contents are true, accurate and complete, and there are no false records, misleading statements or major omissions, Our responsibility is to give audit opinions on the implementation of performance commitments prepared by the management of Shenzhen Guohua Network Security Technology Co.Ltd(000004) company 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 reasonably be sure that there is no material misstatement. In the audit work, we implemented the audit procedures that we considered necessary, including the verification of accounting records, in combination with the actual situation of Beijing Zhiyou Wangan Technology Co., Ltd. We believe that our audit work provides a reasonable basis for issuing audit opinions.
After review, we believe that the performance commitment statement prepared by the management of Shenzhen Guohua Network Security Technology Co.Ltd(000004) company has been prepared in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, In all major aspects, it fairly reflects the difference between the actual profit of Beijing Zhiyou Wangan Technology Co., Ltd. and the performance commitment of the company.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) about major asset restructuring
Description of the company’s performance commitment in 2021
Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”) carried out a major asset restructuring in 2019 in accordance with the reply of the CSRC zjxk [2019] No. 2818 document. The reorganization plan is as follows: 1 Counterparty
Peng Ying, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) M & a master Fund Investment Center (limited partnership), Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan technology partnership (limited partnership), Guo xunping, Shenzhen Dachen chuangtong equity investment enterprise (limited partnership), archipelago Qianfan (Qingdao) Equity Investment Center (limited partnership), Zhengzhou Zhonghe Wangan Information Technology Co., Ltd China Unicom innovation Internet Chengdu equity investment fund partnership (limited partnership), Hefei Zhong’an Runxin fund investment partnership (limited partnership), Shenzhen Huaqi Huijin Investment management partnership (limited partnership), Ningbo Shenyi CHUANGHE venture capital partnership (limited partnership), he Jie, Nantong Shanfu equity investment partnership (limited partnership), Beijing puheying equity investment partnership (limited partnership) Shenzhen Qianhai Yitao No. 1 equity investment fund partnership (limited partnership), China Unicom Xinwo (Shanghai) venture capital partnership (limited partnership), Shenzhen Qianhai Huyang capital management enterprise (limited partnership) and Liao juechun.
2. Subject matter of transaction
Peng Ying, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) M & a master Fund Investment Center (limited partnership), Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan technology partnership (limited partnership), Guo xunping, Shenzhen Dachen chuangtong equity investment enterprise (limited partnership), archipelago Qianfan (Qingdao) Equity Investment Center (limited partnership), Zhengzhou Zhonghe Wangan Information Technology Co., Ltd China Unicom innovation Internet Chengdu equity investment fund partnership (limited partnership), Hefei Zhong’an Runxin fund investment partnership (limited partnership), Shenzhen Huaqi Huijin Investment management partnership (limited partnership), Ningbo Shenyi CHUANGHE venture capital partnership (limited partnership), he Jie, Nantong Shanfu equity investment partnership (limited partnership), Beijing puheying equity investment partnership (limited partnership) Shenzhen Qianhai Yitao No. 1 equity investment fund partnership (limited partnership), China Unicom Xinwo (Shanghai) venture capital partnership (limited partnership), Shenzhen Qianhai Huyang capital management enterprise (limited partnership) and Liao juechun jointly hold 100% equity of Beijing Zhiyou Wangan Technology Co., Ltd.
3. Transaction price
According to the asset appraisal report (txpbz (2019) No. 0550) issued by Tianjian Xingye appraisal, in this transaction, the appraisal institution used the income method and the asset-based method to evaluate all the shareholders’ rights and interests of Beijing Zhiyou Wangan Technology Co., Ltd., and finally adopted the appraisal result of the income method as the appraisal conclusion. Taking December 31, 2018 as the appraisal base date, the appraisal value of 100% equity of Beijing Zhiyou Wangan Technology Co., Ltd. assessed by income method is 12819601 million yuan, an increase of 1147090 million yuan over the book net assets, and the appraisal appreciation rate is 849.94%. Through friendly negotiation between all parties involved in the transaction, the transaction price of 100% equity of Beijing Zhiyou Wangan Technology Co., Ltd. is 1281 million yuan.
All parties agree that the company will pay the transaction consideration of RMB 1281 million by issuing shares. On December 20, 2019, it obtained the business license (Unified Social Credit Code: 9111010806284900xe) issued by Beijing Haidian District market supervision and Administration Bureau, and all the equity of the subject company has been changed and registered under the name of Shenzhen Guohua Network Security Technology Co.Ltd(000004) company.
In this major asset restructuring, Peng Ying, Guo xunping, Zhengzhou Zhonghe Wangan Information Technology Co., Ltd., Shenzhen Ruihong Real Estate Development Co., Ltd. and Zhuhai Hengqin Puyuan technology partnership (limited partnership) made commitments to the performance of the target company in 2021. Performance commitments are as follows:
1. According to the agreement, Peng Ying, Guo xunping, Zhengzhou Zhonghe Wangan Information Technology Co., Ltd., Shenzhen Ruihong Real Estate Development Co., Ltd. and Zhuhai Hengqin Puyuan technology partnership (limited partnership) promise that the net profit attributable to the shareholders of the parent company in 2019, 2020 and 2021 after deducting non recurring losses and profits will not be less than 90 million yuan, 117 million yuan and 152.1 million yuan respectively.
2. Liability and method of compensation
(1) Liability for compensation
① Performance compensation obligation
If the actual net profit of the target company does not reach the promised net profit, the performance commitment party shall compensate the relevant difference in the form of shares. The specific calculation formula is:
Number of shares to be compensated in the current period = (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 year within the commitment period × Pricing of underlying asset transaction: the issue price of shares in this transaction is the cumulative compensated shares of the performance commitment party.
The shares to be compensated shall be calculated by the proportion of the capital contribution of the target company held by the performance commitment party before this transaction to the total capital contribution of the target company held by the performance commitment party, and shall be compensated to the company separately and non jointly with their shared compensation shares. If the number of shares to be compensated in the current period calculated according to the above formula is less than zero, it shall be taken as zero, and the compensated shares shall not be reversed.
The company and the performance commitment party confirm that the total compensation shares of performance compensation, accounts receivable compensation and impairment compensation of the performance commitment party under the compensation agreement shall be limited by the number of shares of the company it obtains in this transaction (but shall include the shares increased by the performance commitment party due to the implementation of share distribution, conversion of provident fund to share capital and other reasons).
If the company has cash dividends during the performance commitment period, the performance indemnifier shall return the accumulated dividend income obtained during the performance commitment period to the company before the implementation of share compensation. The amount to be returned = the number of shares to be compensated for the distributed cash dividends per share.
② Compensation for impairment of underlying assets
When the performance commitment period expires, the company shall employ an audit institution with securities and futures business qualification to conduct impairment test on the underlying assets and issue a special audit report. After impairment test, for example, the ending impairment amount of the underlying asset the total number of compensated shares × For the issue price of shares in this transaction, the performance commitment party shall compensate the company for shares separately. The number of shares to be compensated is: the ending impairment amount of the underlying asset ÷ the issue price of shares in this transaction – the total number of compensated shares. The shares to be compensated shall be calculated by the proportion of the capital contribution of the target company held by the performance commitment party before this transaction to the total capital contribution of the target company held by the performance commitment party, and shall be compensated to the company separately and non jointly with their shared compensation shares.
“Ending impairment amount of the underlying asset” refers to the transaction price of the underlying asset minus the assessed value of the underlying asset at the expiration of the performance commitment period, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of the underlying company during the performance commitment period.
The total compensation shares of performance compensation, accounts receivable compensation and impairment compensation of the performance commitment party under the compensation agreement shall be limited by the number of shares of the company it obtains in this transaction (but shall include the shares increased by the performance commitment party due to the implementation of share distribution, conversion of provident fund into share capital and other reasons).
③ Compensation for impairment of accounts receivable
After negotiation and confirmation between the company and the debtor of accounts receivable assessment, the company assesses the subsequent recovery of accounts receivable at the end of the target company’s performance commitment period. The assessment base = the audited net accounts receivable of the target company as of December 31, 2021 90%. Net accounts receivable = book balance of accounts receivable – ending balance of bad debt provision.
If the target company still fails to fully recover the above accounts receivable as of December 31, 2021 on December 31, 2022, Peng Ying, Guo xunping and Zhengzhou Zhonghe shall pay compensation to the company in cash for the balance that cannot be recovered, Compensation amount = audited net accounts receivable of the target company as of December 31, 2021 90% – the actual recovery amount of the above accounts receivable by the target company as of December 31, 2022.
The obligatory Party of accounts receivable assessment shall pay compensation to the company within 10 working days after the accounting firm with securities and futures related business qualification hired by the company issues special verification opinions on the recovery of the above accounts receivable.
If the target company continues to recover the balance of the above accounts receivable as of December 31, 2021 before December 31, 2024, the company will return the compensation of the same amount to the accounts receivable assessment obligor within 10 working days after the target company receives the corresponding accounts receivable. If the target company recovers the above balance accounts receivable after December 31, 2024, the company will no longer return the compensation to the accounts receivable assessment obligor. The cash compensation payable shall be calculated according to the proportion of the capital contribution of the target company held by each party of the accounts receivable assessment obligor before this transaction to the total capital contribution of the target company held by the accounts receivable assessment obligor, and shall be compensated to the company separately and non jointly with their respective apportioned compensation shares.
3. Excess performance reward
If the total accumulated actual net profit (i.e. the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses) of the target company in three years after the expiration of the performance commitment exceeds the total committed net profit, the performance reward given to the excess part (hereinafter referred to as “excess performance reward”) shall be determined in combination with the recovery of accounts receivable, and the target company shall reward the target company’s operation and management team at that time in cash
