Northeast Securities Co.Ltd(000686) special verification on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) matters related to the "performance change" or the proposed acquisition of assets before the major asset restructuring
see
Independent financial advisor
January 2002
According to the relevant requirements of the guidelines for the application of regulatory rules - listing class No. 1 issued by China Securities Regulatory Commission on July 31, 2020, Northeast Securities Co.Ltd(000686) (hereinafter referred to as "independent financial adviser") as the independent financial adviser of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) " or "listed company") in this restructuring, issued special verification opinions on the following matters, The details are as follows:
1、 Performance of commitments after listing, whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
According to the annual reports and other public disclosure documents of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) over the years, the "commitments and performance" and other public information of listed companies on the website of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), and according to the description of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) , since listing, Jiangsu Daybright Intelligent Electric Co.Ltd(300670) and its controlling shareholders The main commitments made by the actual controller and other relevant commitment parties and their performance are as follows:
Performance of commitment items, commitment contents and commitment time of commitment party
1. Listing obtained by the commitment party through the purchase of assets through this issuance of shares
The shares of the company shall not be listed in any form within 12 months from the date of listing of such shares
Form transfer.
2. After the expiration of the above lock-in period, the performance commitment party will
The shares of the listed company obtained from the purchase of assets by shares cannot be immediately released
Instead of locking, the lock shall be unlocked three times according to the following rules:
(1) First unlock: Suzhou Guoyu Carbon Fiber Technology Co., Ltd
(hereinafter referred to as "Suzhou Guoyu") 2019 annual performance needs to be approved by the listed company
Issued by an accounting firm with securities practice qualification employed by the company
The special audit report shall be disclosed in the designated media. If Suzhou Guoyu
The completed performance in 2019 complies with the performance commitment compensation agreement,
The number of shares that can be unlocked by the performance commitment party is the shares obtained by it due to this transaction
15% of all shares of the listed company; If Suzhou Guoyu is completed in 2019
If the performance fails to meet the agreement of performance commitment compensation agreement, the performance
The number of shares that can be unlocked by the commitment party shall be determined according to the following formula: December 3, 2019
The number of shares by Cai Xinglong and Wang = the number of shares that should be compensated for 15% of all the shares of the company from the listing 0 to the regular performance of Jun and Wu Guodong lock obtained by the performance commitment party due to this transaction. The start date of this unlocking is April 2, 2022
The commitment is the date when the lock-in period expires and the 2019 performance of Suzhou Guoyu
The later of the designated media disclosure dates of the nuclear report. (2) Number
Secondary unlocking: Suzhou Guoyu's performance in 2020 needs to be hired by a listed company
The accounting firm with securities practice qualification shall issue the special audit report
Audit report and disclose it in the designated media. If Suzhou Guoyu 2019
The annual and 2020 cumulative performance meets the performance commitment compensation agreement
According to the provisions of the agreement, the cumulative number of shares that can be unlocked by the performance commitment party is its
30% of all shares of the listed company obtained due to this transaction; If 2019
Annual and 2020 accumulative completed performance fails to meet the performance commitment compensation
According to the agreement, the number of shares that can be unlocked only after performance commitment shall be
The following formula determines: the number of shares that can be unlocked only after performance commitment = performance
The commitment party obtains all shares of the listed company from the purchase of assets by issuing shares this time
30% of the shares - number of shares unlocked by the performance commitment Party - Performance commitment party
Number of shares to be compensated at this time. The starting date of this unlocking is Suzhou Guoyu 2020
The special audit report of annual performance shall be disclosed on the designated media. （3）
Third unlocking: Suzhou Guoyu's 2021 annual performance needs to be employed by a listed company
Performance of commitment items, commitment contents and commitment time of commitment party
An accounting firm with securities practice qualification is requested to issue a special audit certificate
An audit report, which shall be disclosed in the designated media. Performance commitment party according to
The performance commitment compensation agreement has fulfilled all compensation obligations (if any)
And) after the transaction, the shares of the listed company obtained by it due to this transaction are still unsolved
The part of the lock can be unlocked at one time.
3. After the issuance, the counterparty will give bonus shares
The Jiangsu Daybright Intelligent Electric Co.Ltd(300670) shares arising from the conversion of share capital and other reasons shall also comply with the above provisions
Locking requirements.
4. If, during the review by CSRC, at the request of relevant competent authorities,
If it is necessary to extend the restricted period of shares of the relevant counterparty, the counterparty will
Voluntarily and unconditionally lock up shares in accordance with the requirements of relevant departments.
1、 Performance commitment
1. Performance commitment period the performance commitment period of this transaction is
2019, 2020 and 2021. 2. Committed performance
Performance commitment Party (Suzhou Guoyu Carbon Fiber Technology Co., Ltd.)
Audited net profit of the company in 2019, 2020 and 2021
(lower after deducting non recurring profits and losses) shall not be less than 42 million yuan respectively
Yuan, 48 million yuan, 55 million yuan. During the performance commitment period,
A listed company shall employ a company with securities and futures in its annual audit every year
Net profit realization of subject assets by audit institutions with relevant business qualifications
(after deducting non recurring profits and losses, whichever is lower) and the net profit promised in the corresponding year
Compensate and calculate the difference between the profits, and issue a special audit
Check the opinions.
2、 Performance compensation arrangements
1. Performance compensation conditions performance commitment party commitment, according to the audit machine
The results confirmed by the special verification opinions issued by the organization, such as in the performance commitment
During the period, the accumulated net profit of the target company as of the end of the current period was less than
As for the accumulated committed net profit by the end of the current period, the performance commitment party shall
Ten months after the special audit report is disclosed in the designated media in the current year, 2019-01-0
Cai Xinglong and Wang promised to pay compensation to the listed company within working days. 1 until Jun, Wu Guodong and compensation an have been fulfilled 2. Calculation of performance compensation amount, the amount of compensation payable by the performance commitment party in the current period 2021-12-3 = (cumulative committed net profit of the subject company as of the end of the current period - as of 1
Cumulative net profit realized at the end of the current period) ÷ each year within the performance commitment period
Total committed net profit × Transaction price of the underlying asset - compensation paid
Um.
3. The performance compensation method, for example, the performance commitment party needs to report to the listed company in the current period
If the company pays compensation, it shall first take the compensation obtained by the performance commitment party due to this transaction
The share shall be compensated, and the insufficient part shall be compensated by the performance commitment party in cash.
The specific methods are as follows: 1) the performance commitment party first obtains the
Compensation for shares is as follows: Calculation of the number of shares to be compensated in the current year
The calculation formula is: the number of shares to be compensated in the current year = the amount to be compensated in the current year ÷ the
The price of shares issued in this transaction shall be transferred by the listed company within the performance commitment period
In case of increase or stock dividend distribution, the number of compensation shares shall be adjusted accordingly as follows:
Number of compensation shares (after adjustment) = number of shares to be compensated in the current year × (1 + conversion to increment
(or proportion of share offering) cash distributed by the listed company during the performance commitment period
Dividends shall be returned accordingly, and the calculation formula is: return amount = up to the date of replenishment
Cash dividends received per share before repayment (subject to pre tax amount) × When
The number of shares that should be compensated for more than one year shall be compensated by the listed company at the rate of 1
The total price of RMB is repurchased and cancelled.
If the listed company fails to buy back and cancel the above compensated shares
Performance of commitment items, commitment contents and commitment time of commitment party
Approved by the general meeting of shareholders or not recognized by relevant creditors
If it cannot be implemented due to the above reasons, the performance commitment party promises to make payment under the above circumstances
Such shares shall be granted to the general meeting of shareholders of the listed company within two months after birth
Other listed companies registered on the equity registration date determined by the board of directors
Shareholders' compensation shall be registered according to equity except the performance commitment party
On the record date, the number of shares it holds accounts for the shares held by the performance commitment party
After the number of shares, the proportion of the number of shares of the listed company will be donated. (2) According to
If the number of compensation shares calculated in the above way is still insufficient to compensate, the difference shall be reduced
The amount shall be compensated by the performance commitment party in cash, as follows: if necessary
During cash compensation, there are cash pairs that have not been fully paid to the performance commitment party
The amount of cash consideration to be paid shall be offset in advance. In each year
The calculated compensation amount is less than or equal to zero
