Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Asset impairment test report on the expiration of performance commitment of major asset restructuring
Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”, “the company” or “the listed company”) in accordance with the provisions of the administrative measures for major asset restructuring of listed companies and with some of the original shareholders of Beijing Zhiyou Wangan Technology Co., Ltd. (hereinafter referred to as “subject assets” or “Zhiyou Wangan”), Peng Ying, Guo xunping, Shenzhen Ruihong Real Estate Development Co., Ltd. (hereinafter referred to as “Ruihong real estate”) “Compensation agreement” signed by the major shareholders of Zhuhai anzhiyou Technology Co., Ltd. (hereinafter referred to as “Zhuhai anzhiyou Technology Co., Ltd.”) and “China nongzhiyuan Technology Co., Ltd.” (hereinafter referred to as “hengzhiyou Technology Co., Ltd.”) This report is prepared by the supplementary agreement to the compensation agreement between Shenzhen China Agricultural University Technology Co., Ltd. and the major shareholders of Beijing Zhiyou Wangan Technology Co., Ltd. (hereinafter referred to as the “supplementary agreement”).
1、 Basic information of major asset restructuring
(I) overview of the transaction scheme
According to the proposal on the company’s plan of issuing shares to purchase assets and related party transactions deliberated and adopted at the first extraordinary general meeting of shareholders in 2019 held on July 11, 2019 and relevant proposals, as well as the reply on approving Shenzhen China Agricultural University Technology Co., Ltd. to issue shares to purchase assets from Peng Ying and others (zjxk [2019] No. 2818) issued by China Securities Regulatory Commission, The company purchased 100% equity of Zhiyou Wangan held by 19 original shareholders including Peng Ying (hereinafter referred to as “this transaction” or “major asset reorganization”) by non-public offering of shares to specific objects. After the completion of this transaction, the company holds 100% equity of Zhiyou Wangan.
According to the assets appraisal report (txpbz (2019) No. 0550) issued by Beijing Tianjian Xingye Assets Appraisal Co., Ltd., taking December 31, 2018 as the appraisal base date, the appraisal value of 100% equity of Zhiyou Wangan is 1281960100 yuan according to the income method, which is 1147090 million yuan higher than the book net assets, and the appraisal appreciation rate is 849.94%. Through friendly negotiation between all parties to the transaction, the transaction price of 100% equity of Zhiyou Wangan is 1281 million yuan.
The market reference price of this issuance of shares to purchase assets is the first temporary friendly negotiation of the ninth board of directors in 2019. The issuance price of this purchase of asset shares is 15.80 yuan / share, which is no less than 90% of the market reference price. (II) delivery of underlying assets and listing of shares
On December 20, 2019, zhiyou.com completed the industrial and commercial change procedures. After the change, the company held 100% equity of zhiyou.com.
According to the confirmation of acceptance of share registration application issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on January 13, 2020, the registration procedures for the issuance of new shares involved in this transaction have been completed. The number of new shares issued by the listed company this time is 81075941.
2、 Preparation basis of this report
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, as well as the performance compensation agreement and relevant supplementary agreements signed by the company with Peng Ying, Guo xunping, Ruihong real estate, Zhuhai Puyuan and Zhengzhou Zhonghe (hereinafter referred to as the “performance commitment party”).
3、 Performance compensation arrangement
(I) performance commitment period
The listed company and the performance commitment party confirm that the performance commitment period of the performance commitment party under the compensation agreement is three consecutive fiscal years from the year when the transaction is completed, namely 2019, 2020 and 2021. (II) committed net profit
The listed company and the performance commitment party confirm that the performance commitment party agrees to make prediction and commitment on the net profit realized by the target company during the performance commitment period (the net profit referred to in the compensation agreement refers to the audited net profit attributable to the parent company after deducting non recurring profits and losses). If the target company fails to achieve part or all of the profit indicators after the expiration of the performance commitment period, The listed company shall be compensated with shares in accordance with the terms and conditions agreed in the compensation agreement.
After the listed company negotiated and confirmed with the performance commitment party and issued a commitment letter, the performance commitment Party promised that the net profit attributable to the owner of the parent company in 2019, 2020 and 2021 after deducting non recurring profits and losses would not be less than RMB 90 million, RMB 117 million and RMB 152.1 million respectively.
(III) confirmation of achievement of performance commitments
During and after the performance commitment period, the listed company shall disclose the difference between the actual net profit realized by the target company in the current period and the committed net profit, and the audit institution with securities and futures business qualification shall specially review the difference and issue a report / opinion. The listed company and the performance commitment party understand and confirm that under the compensation agreement, the amount of net profit specially audited shall be used as the basis for determining whether the performance commitment party needs to bear the compensation obligation.
(IV) compensation method
According to the special audit report, 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 ÷ issuing price of shares in this transaction – cumulative compensated shares of performance commitment party.
“Issue price” refers to the issue price of the underlying assets purchased by the listed company by issuing shares under this transaction; “Transaction pricing of underlying assets” refers to the consideration paid by the listed company for the purchase of underlying assets.
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 listed company separately and non jointly with their respective 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 listed 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 listed company it obtains in this transaction (but shall include the shares increased by the performance commitment party due to the implementation of share distribution by the listed company, conversion of provident fund to share capital, etc.).
If the listed company has cash dividends during the performance commitment period, the performance compensation party shall return the dividend income accumulated during the performance commitment period to the listed company before the implementation of share compensation. The amount to be returned = cash dividends distributed per share × Number of shares to be compensated.
(V) impairment test
When the performance commitment period expires, the listed company shall hire 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 is greater than the total number of compensated shares × For the issue price of shares in this transaction, the performance commitment party shall compensate the listed company for the additional shares. 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 listed company separately and non jointly with their respective 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 listed company it obtains in this transaction (but it shall include the shares increased by the performance commitment party due to the implementation of share distribution by the listed company, conversion of provident fund into share capital, etc.).
4、 Impairment test process
As of December 31, 2021, the three-year performance commitment compensation for the company’s issuance of shares to purchase assets expires, and the company conducts impairment test on the value of the underlying assets.
1. Before the entrustment, the company learned about the appraisal qualification, appraisal ability and independence of Beijing Zhongfeng Assets Appraisal Co., Ltd. (hereinafter referred to as “Zhongfeng appraisal company”), and did not identify any abnormalities.
2. According to the relevant conditions of the appraisal object, value type, data collection and data source, and with reference to the relevant provisions of the accounting standards on the appraisal object and measurement method, the center appraisal company has selected the income method as the appraisal method.
3. According to the assets appraisal report of Shenzhen Guohua Network Security Technology Co.Ltd(000004) proposed impairment test on the value of all shareholders’ equity of Beijing Zhiyou Wangan Technology Co., Ltd. after the expiration of performance commitment (Zhongfeng pingbao Zi (2022) No. 40048) issued by Zhongfeng appraisal company, as of the benchmark date of appraisal, December 31, 2021, The book value of all shareholders’ equity included in the appraisal scope of Beijing Zhiyou Wangan Technology Co., Ltd. is 268188500 yuan. On the premise of continuous operation, the appraisal value of all shareholders’ equity of Beijing Zhiyou Wangan Technology Co., Ltd. is 1091061300 yuan, the added value is 822872800 yuan, and the added value rate is 306.83%.
4. In the process of this impairment, the company has performed the following work to the center evaluation company:
(1) The center evaluation company has been fully informed of the background, purpose and other necessary information of this evaluation;
(2) The center evaluation company is required to ensure that there are no major inconsistencies in the evaluation assumptions, evaluation parameters and evaluation basis in order to ensure that the evaluation results are comparable with those in the previous evaluation report without violating its professional standards.
(3) For matters that are uncertain or cannot be confirmed, the center evaluation company has been required to timely inform and fully disclose them in the evaluation report;
5. The company reviewed the evaluation assumptions and parameters used in the evaluation, and no abnormalities were identified.
6. The company calculates whether there is impairment according to the adjusted evaluation results. The calculation process is as follows:
Project amount (RMB 10000)
The total equity value of the underlying asset on December 31, 2021 is 10910613
The price of the underlying asset transaction during major asset restructuring is 12810000
Amount of impairment of underlying assets 1899387
5、 Impairment test conclusion
As of December 31, 2021, the total equity value of the subject assets of the company’s major asset restructuring was 10910613 million yuan, with an impairment of 1899387 million yuan compared with the transaction price of 128.1 million yuan at the time of restructuring.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) April 29, 2022
