[Announcement] Zhonghe Shares: Special Opinions On The Company'S Adjustment To The Accounting Of Fujian Feng Li'S Equity Pricing.

about Public shares Adjustment of Fujian frontier lithium industry

Special opinions on price accounting

My accounting and handling instructions on the adjustment of the 29.95% equity interest of Min Feng lithium industry are as follows.

Next:

I. overview of related situations

　　 Xiamen silk stone (now renamed as "harmony new energy") in August 1, 2012 and the original stock of Minfeng lithium industry.

East (spanferor) signed a contract for the spanfer of shares of Min Feng lithium industry, Xiamen silk and Fujian front lithium.

Other shareholders of the industry reach a performance-based payment agreement on 29.95% of the shares granted by the company.

For:

The spanfer price of shares is: Fujian front lithium industry valuation * share spanfer ratio.

Min Feng lithium industry valuation is: alpha and beta are low, which is: alpha is 650 million yuan, and beta is

The evaluation value of Fujian front lithium industry (assessed by the securities qualification appraisal institution). Later assessed as 684 million

Yuan. According to the company's 650 million of 29.95%, the spanfer price is 194 million 675 thousand yuan, the first phase.

86 million 914 thousand and 300 yuan, the remaining second spanfers 107 million 760 thousand and 400 yuan, long-term payment payable.

The two sides signed a gambling clause, if min Feng lithium industry's net profit after 2013 audit is less than 3000.

Ten thousand yuan, the new energy of the United States and the new energy can put forward the termination of the agreement; if the new energy of the United States and the new energy has not put forward the termination of the agreement, it is considered

Net profit in 2014. If the net profit in 2014 is higher than 30 million yuan, the Fujian front lithium industry will be revalued.

A, B and C are low, A is 650 million yuan, B is above valuation, C is net profit in 2014.

12 times. stock right The spanfer amount is redetermined to be 12 times the net profit in 2014 (with a limit of 650 million).

The proportion of spanfer of rights.

If Minfeng lithium industry's net profit in 2014 is less than 30 million yuan (excluding the number), Fujian front lithium

The valuation of the industry has been reconfirmed to be 300 million yuan, and the share spanfer fund has been reconfirmed to be 300 million yuan * share spanfer ratio.

Two, Fujian Feng Li 29.95% equity interest adjustments

According to preliminary estimates of the financial department, Fujian Feng lithium industry's net profit in 2014 was less than 30 million yuan.

In 2013, min Feng lithium industry net profit (combined number) was -1632.63 million yuan. According to the foregoing "equity spanfer"

Let the contract stipulate that the 29.95% share spanfer price is reconfirmed to be 89 million 850 thousand yuan (300 million yuan).

*29.95%).

Three. Accounting treatment of the company

The company believes that according to the accounting standards for enterprises and relevant regulations, the 29.95% share of the shares is enjoyed by Fujian.

Frontal lithium industry in 2012 November identifiable net assets (fair value) share of 201 million 530 thousand yuan (67289.12

000 yuan *29.95) million yuan (acquisition assessment day was June 30, 2012, when the assessment value was 684 million yuan.

The fair value of 673 million yuan in November 30th was adjusted based on the assessment date of the assessment base date.

The difference between the 89 million 850 thousand yuan after the redetermination of the equity spanfer amount is 111 million 680 thousand yuan, less of which has been calculated.

In 2012, the current income was 6 million 860 thousand yuan, leaving the difference of 104 million 820 thousand yuan into the 2014 year's current loss.

Benefit.

Four. The opinions of Accountants

As this matter is of great importance, I attach great importance to this matter and have held the quality control committee.

Conduct specialized discussions and implement the following procedures for this matter:

1. I have participated in Fujian Minfeng lithium industry's main participants in the original acquisition, including the shares of the former min Feng lithium industry.

East and the legal representative Li Jiannan and others conducted interviews to further review the background of the acquisition.

Based on the valuation basis, further verification of the signing of the contract is based on the true meaning of the parties.

Li Jiannan's written confirmation that the price was re adjusted to 300 million yuan was executed according to the original contract.

In 2013 and 2014, the net profit was less than 30 million yuan, and the shares that should be paid by Zhonghe shares.

The difference is 104 million 820 thousand yuan without payment.

2, I conducted an audit of the performance of the Fujian Fujian Feng Li industry in 2014, and confirmed its 2014 by auditing.

The net profit realized in this year is -1523.31 million yuan.

3, because of the assessment of the value of mineral resources, I have hired four of mine evaluation qualifications.

Chuan Shan River Assets Appraisal Co., Ltd. was the main asset of Minfeng lithium industry at that time, Jin Xin mine in Barkam.

Title Assessment Report [{2012 30703rd] evaluation of the assessment result is reviewed.

At that time, the assessment results were unfair and the price base of Fujian frontier lithium industry was not sufficient.

After carrying out the above audit procedures, I think the spanfer payment will be reconfirmed by the public and the company 8985.

The difference between 10000 yuan and the original 194 million 675 thousand yuan difference is 104 million 825 thousand yuan spanferred to the accounting treatment of current profits and losses.

No irrationality was found.

The company has hired a professional body to carry out the value of the acquisition assets up to December 31, 2014.

The assessment is to determine whether there is any impairment of assets.

The value and amount are not yet clear. This matter may have an impact on profit and loss in 2014.

Fujian Huaxing accounting firm (special general partnership)

March 10, 2015