Donghai Securities Co., Ltd
About Anhui Truchum Advanced Materials And Technology Co.Ltd(002171)
Verification opinions on issuing shares and paying cash to purchase assets and raising supporting funds and listing and circulation of restricted shares in related party transactions
Donghai Securities Co., Ltd. (hereinafter referred to as “Donghai securities” or “the independent financial consultant”) is an independent financial consultant for Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) (hereinafter referred to as ” Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) ” or “the company”) to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions in 2018, In accordance with the requirements of the company law, the securities law, the measures for the administration of securities issuance by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, The independent financial adviser checked the compliance of the listing and circulation of restricted shares issued in Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) 2018, paid cash to purchase assets, raised supporting funds and connected transactions, and issued the following opinions:
1、 Basic information on the acquisition of restricted shares this time
With the approval of the reply on approving Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) issuing shares to buy assets and raise supporting funds from Miao Yunliang and others (zjxk [2018] No. 2055) issued by the China Securities Regulatory Commission, the company issued 79202468 shares to Miao Yunliang, 16501889 shares to Cao Wenyu, 13386332 shares to Cao Quanzhong Issue 12270805 shares to Wu Jingyi, 3346583 shares to Cao Zhongguo and 3346583 shares to Cao Hongmei to purchase relevant assets; At the same time, the supporting funds raised by the company through non-public offering shall not exceed 747.5 million yuan.
1. On January 25, 2019, the company issued shares to Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongmei to purchase 90% equity of Jiangsu Tianniao High Tech Co., Ltd., and issued 128054660 shares in total to be listed on Shenzhen Stock Exchange.
2. On June 21, 2019, the company privately issued 136405109 shares to the national military civilian integration industry investment fund Co., Ltd., Beijing Guofa aero engine industry investment fund center (limited partnership), que Xinhua and Tang Yougang, and was listed on Shenzhen Stock Exchange.
2、 Commitments and performance of shareholders applying for lifting share restrictions this time
(I) commitments made by shareholders applying for the lifting of share restrictions and progress in their performance
Commitment party commitment type commitment content commitment time commitment period performance market limit
1. The shares shall not be transferred within 12 months from the date of listing, and shall be opened after 12 months
The ban will be lifted at the beginning, and the period and proportion of lifting the ban are as follows (the following is based on 2018-2020)
Year is the performance commitment period; If this transaction is completed in 2019,
The relevant period and time point shall be adjusted accordingly according to the changes in the performance commitment period):
First lifting: the lifting period is 12 months after the completion date of this transaction,
And according to the special audit report, the target company completed the performance commitment in 2018
After 90% of the promise number, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao
Proportion of shares that can be lifted by Zhongguo and Cao Hongmei in the current year = deduction realized in 2018
Net profit of recurring profit and loss ÷ performance commitment in 2018 × 20%，
And the proportion of shares that can be lifted shall not exceed 20%. Second lifting of the ban: during the lifting of the ban
It is 24 months after the completion date of this transaction, and according to the special audit report
After the target company has completed 90% of the cumulative performance commitments in 2018-2019,
Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo, Cao hongmeidang
Proportion of shares lifted in total for the year = accumulated realized by the end of 2019 with deduction of non tradable shares
Net profit of recurring profit and loss ÷ Cumulative Performance commitments by the end of 2019
× 45%, and the cumulative proportion of shares that can be lifted shall not exceed 45%. The third lifting of the ban:
The lifting period is 36 months after the completion date of this transaction, and according to the special
The target company of the audit report has completed the cumulative performance commitment for 2018-2020
After 90% of the number, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi and Cao Guo
Cumulative proportion of shares lifted by Zhong and Cao Hongmei in the current year = cumulative proportion by the end of 2020
Net profit realized after deducting non recurring profit and loss ÷ accumulated by the end of 2020
Performance commitments × 80%, and the cumulative proportion of shares that can be lifted shall not exceed 80%.
The fourth lifting of the ban: the lifting period is 60 months after the completion date of the transaction
From, for example, the net accounts receivable of Tianniao hi tech by the end of 2020 have been fully recovered
Or Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongzi
After Mei undertakes the compensation obligation for the uncollected accounts receivable, it will be solved in January of the current year
Miao Yunliang, Cao Wenyu and the number of restricted shares are 100% of the shares of the acquirer obtained in this transaction.
The details of accounts receivable compensation due to Cao Quanzhong, Wu Jingyi and Nuo from August 25, 2018 are as follows: (1) after the expiration of performance commitment (taking the 2018-2020 performance commitment period of Cao Zhongguo and Cao Hongmei in line from June 6 to 2024 as an example), for the period up to December 1, 2020
As for the net amount of accounts receivable as of December 31, Tianniao hi tech shall be fully liable for recovery until December 25
Ren. For the part that cannot be recovered as agreed, the compensation obligor of accounts receivable Miao Yun
Liang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo and Cao Hongmei will be separately appointed
Compensation: the compensation obligors of accounts receivable shall take compensation according to their respective income in this transaction
The compensation liability shall be borne by the proportion of the consideration obtained in this transaction price
Compensation shall be made by cash, and the insufficient part of cash compensation shall be compensated by shares. (2) If Ben
60 months after the completion date of this transaction, there are still uncollected receivables at the end of 2020
For the part of the net amount of accounts receivable, the accounts receivable compensation obligor shall pay in cash first
Make compensation for Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) . If the cash compensation is insufficient, it will be paid in this transaction
The unsold shares obtained from this transaction have not been sold
If the shares sold are insufficient for compensation, the accounts receivable compensation obligor shall use other means
Compensate for the Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) shares acquired. Uncollected accounts receivable shares
The calculation formula of compensation quantity is: number of share compensation = (as of 2020)
Uncollected part of net accounts receivable at the end of the year – compensated amount of accounts receivable) ÷
The issue price. If the transaction is completed in 2019, the calculation will be postponed
The cumulative proportion of shares lifted in 2021 shall refer to the agreement on performance compensation,
Net profit realized in 2021 and net profit after deducting non recurring profit and loss
The lower result obtained after separate calculation is the cumulative lifted shares of the current year
Share proportion. The above compensated shares shall be paid by Anhui Truchum Advanced Materials And Technology Co.Ltd(002171) to the compensation obligor
Repurchase at a total price of 1 yuan. 2. During the lock-in period, the counterparty is based on this transaction
The shares of the listed company obtained due to the distribution of dividends, shares and transfers by the listed company
The increased part due to changes such as capital increase will also comply with the above agreement. 3、
If the above share locking arrangement is inconsistent with the latest regulatory opinions of the securities regulatory authority
In conformity, all parties agree to carry out in accordance with the regulatory opinions of relevant securities regulatory authorities
Adjust accordingly. 4. After the expiration of the above lock-in period, it will be in accordance with the China Securities Regulatory Commission
The relevant provisions of the management committee and Shenzhen Stock Exchange shall be implemented.
Miao Yunliang, Cao Wenyu, performance commitment and performance commitment and performance compensation arrangement: the performance commitment period is three fiscal years since August 2018, when Cao Quanzhong, Wu Jingyi and the compensation arrangement for the purchase of assets have been implemented. The performance commitment period is completed on January 6 and January 1
Cao Zhongguo, Cao Hongmei, Miao Yunliang, Cao Wenyu, Cao Quanzhong, Wu Jingyi, Cao Zhongguo, Cao Hongmei, from the date of succession to
Nuo Tianniao hi tech 2018, 2019 and 2020 audited 2020
After deducting non recurring profits and losses, the net profits attributable to the shareholders of the parent company are not lower than December 31 respectively
RMB 60 million, RMB 80 million and RMB 100 million. (1) If the target business day ends
Under any of the following circumstances, the performance compensation obligor shall pay in cash first
Compensation: the insufficient part of cash compensation shall be compensated by shares: ① performance commitment
Net profit or loss after deducting non recurring profit or loss in three years
Accumulated net profit after deducting non recurring profit and loss from 2019 to 2020
The sum of net profits realized in 2021 is less than 90% of the corresponding cumulative commitments;
② Deduction realized in the current year during the performance commitment period
