audit report
Audit report on simulated consolidated financial statements of ship assets to be sold by Jiangsu Huajing Zifu Enterprise Management Co., Ltd
Rong Cheng Shen Zi [2022] No. 241z0001
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
Serial number content page number
1 Simulation audit report 1-3
2 simulated consolidated balance sheet 4
3. Simulated consolidated income statement 5
4 notes to simulated consolidated financial statements 6-74
Audit report
Rong Cheng Shen Zi [2022] No. 241z0001 all shareholders of Jiangsu Huajing Zifu Enterprise Management Co., Ltd.:
We have audited the attached simulated consolidated financial statements of ship assets to be sold by Jiangsu Huajing Zifu Enterprise Management Co., Ltd. (hereinafter referred to as Jiangsu Huajing), including the simulated consolidated balance sheets on July 31, 2021 and December 31, 2020, the simulated consolidated income statements from January to July, 2021 and the notes to the simulated consolidated financial statements. The simulated consolidated financial statements have been prepared by the management of Jiangsu Huajing in accordance with the preparation basis described in Note 2 to the simulated consolidated financial statements.
1、 Management's responsibility for financial statements
The management is responsible for preparing the financial statements in accordance with the provisions of the accounting standards for business enterprises and the preparation basis described in Note 2 to the simulated consolidated financial statements to achieve a fair reflection, and designing, implementing and maintaining necessary internal control so that the simulated consolidated financial statements of the ship assets to be sold do not have material misstatement due to fraud or error. 2、 Responsibilities of certified public accountants for the audit of financial statements
Our responsibility is to express our audit opinion on the simulated consolidated financial statements of the ship assets to be sold on the basis of our audit. We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The auditing standards for Chinese certified public accountants require us to abide by the code of professional ethics for Chinese certified public accountants, plan and perform the audit work, so as to obtain reasonable assurance about whether the simulated consolidated financial statements of ship assets to be sold are free from material misstatement. The audit involves the implementation of audit procedures to obtain audit evidence about the amount and disclosure of the simulated consolidated financial statements of the ship assets to be sold. The audit procedures selected depend on the judgment of the certified public accountant, including the assessment of the risk of material misstatement of the simulated consolidated financial statements of the ship assets to be sold due to fraud or error. During the risk assessment, the certified public accountant considers the internal control related to the preparation of the simulated consolidated financial statements of the ship assets to be sold in order to design appropriate audit procedures, but the purpose is not to express an opinion on the effectiveness of internal control. The audit also includes evaluating the appropriateness of accounting policies selected and the rationality of accounting estimates made by the management, as well as evaluating the overall presentation of the simulated consolidated financial statements of the ship assets to be sold.
We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for our audit opinion.
3、 Audit opinion
In our opinion, the simulated consolidated financial statements of the ship assets to be sold by Jiangsu Huajing are prepared on the basis described in Note 2 to the simulated consolidated financial statements in all material aspects, and fairly reflect the simulated consolidated financial position of the ship assets to be sold by Jiangsu Huajing on July 31, 2021 and December 31, 2020, as well as the simulated consolidated financial position from January to July, 2021 Simulated consolidated operating results in 2020.
4、 Preparation basis and restrictions on distribution and use
We remind users of the simulated consolidated financial statements to pay attention to the description of the preparation basis in Note 2 to the simulated consolidated financial statements of the ship assets to be sold. The audit report of the simulated consolidated financial statements of the ship assets to be sold is only used for the external announcement and disclosure of the financial leasing interests of Huajing 01 and Huajing 02 from the company's subsidiary zero one ship and zero two ship respectively, which are planned to be implemented by the company and Jiangsu Daybright Intelligent Electric Co.Ltd(300670) wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. or other entities designated by it, Not suitable for other purposes. The contents of this paragraph shall not affect the issued audit opinion.
Jiangsu Huajing Zifu Enterprise Management Co., Ltd
Notes to the simulated consolidated financial statements of ship assets to be sold
From 2020 to January July 2021
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company
1. Company profile
Jiangsu Huajing Zifu Enterprise Management Co., Ltd. (hereinafter referred to as the company, the company or Jiangsu Huajing) registered at Jiangyan district administrative examination and approval Bureau, Taizhou City, Jiangsu Province on July 14, 2020 and obtained a business license with a unified social credit code of 91321204ma21ynjn9j.
The company's main business: wind power installation and ship leasing services.
Business scope: enterprise management; Transportation equipment leasing services; Mechanical equipment leasing; Engineering management services; Sales of offshore engineering equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Registered address: No. 999, Keji Road, Sanshui street, Jiangyan District, Taizhou city.
Legal representative of the company: Liu Renchang.
2. Historical evolution
The company was established in July 2020 and is composed of Jiangsu Gulf Electric Technology Co., Ltd. (hereinafter referred to as Gulf Technology), Beijing Shanrong Tianxia Consulting Center (limited partnership) (hereinafter referred to as Beijing Shanrong), Shanghai YanXu enterprise management partnership (limited partnership) (hereinafter referred to as Shanghai YanXu) Shanghai ranjin enterprise management partnership (limited partnership) (hereinafter referred to as Shanghai ranjin) was established with capital contribution. At the time of establishment, the registered capital of the company was 10 million yuan.
The equity structure of the company at the time of establishment is as follows:
Subscribed amount paid in amount
Name of shareholder contribution amount (ten thousand contribution proportion)
Contribution amount (RMB 10000) (%)
Gulf technology 600.00 60.00 570.00 100.00
Beijing Shanrong 250.00-25.00 --
Shanghai YanXu 90.00-9.00 --
Shanghai ranjin 60.00 6.00 --
Total 1000.00 100.00 570.00 100.00
In May 2021, according to the resolution of the shareholders' meeting and the revised articles of association, Beijing Shanrong was agreed to transfer its equity of 2 million yuan and the transaction price was 7.71 million yuan to Gulf technology.
After the equity transfer, the equity structure of the company is as follows:
Subscribed amount paid in amount
Name of shareholder contribution amount (10000 yuan) (%) contribution amount (10000 yuan) (%)
Gulf technology 800.00 80.00 800.00 80.00
Shanghai YanXu 90.00 9.00 90.00 9.00
Shanghai ranjin 60.00 6.00 60.00 6.00
Beijing Shanrong 50.00 5.00 50.00 5.00
Total 1000.00 100.00 1000.00 100.00
3. Scope of consolidated financial statements
Subsidiaries included in the consolidation scope during the reporting period
Shareholding ratio%
No. full name of subsidiary abbreviation of subsidiary
Direct indirect
1 Shanghai Huajing Offshore Engineering Co., Ltd. Shanghai Huajing 100.00-
2 Tianjin Huajing zero one ship leasing Co., Ltd. zero one ship 100.00-
3 Tianjin Huajing zero two ship leasing Co., Ltd. zero two ship 100.00-
4 Tianjin Huajing Ocean Engineering Co., Ltd. Tianjin Huajing 100.00-
See note VI, "rights and interests in other entities" for details of the above subsidiaries.
Two. The basis of compiling consolidated financial statements.
1. Assets reorganization plan of the company
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) " or "listed company") intends to undertake Huajing 01 (No.: cmhi181-1, huajing01) from zero one ship and zero two ship of the company through the wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as "Daye new energy") or other entities designated by it The financial lease interests of Huajing 02 (No. cmhi181-2, huajing02) two ships. When the lease term expires, the listed company will obtain the ownership of Huajing 01 and Huajing 02 ships.
The parties to the transaction are Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 10"), Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 11"), Gulf technology, zero one ship With reference to the contract price of cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship lease contract signed by zero two ships, through friendly negotiation, the total amount of this transaction is USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), deducting the original lessee zero one ship 02 after the financial leasing cost of 292 million yuan (US $45.7989 million) paid by the ship as of December 31, 2021, the subsequent financial leasing principal payable by Daye new energy or other entities designated by Daye new energy is US $81.0591 million (RMB 516.8082 million), and the financial leasing interest payable is us $7.1276 million (RMB 45.4435 million).
According to the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring and does not involve performance commitment and compensation, ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits, impairment test and compensation of assets. 2. Preparation basis of simulated consolidated financial statements
The company is based on continuous operation
