Zhaoxun Media Advertising Co., Ltd
Review Report
Zhongxi teshen No. 2022t00008
Zhongxi Certified Public Accountants (special general partnership) address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Dongcheng District, Beijing zip code: 100062 Tel.: 01067091851 Fax: 01067084147 email: [email protected].
Zhongxi Certified Public Accountants (special general partnership)
ZHONGXI CPAs（SPECIAL GENERAL PARTNERSHIP）
Zhaoxun Media Advertising Co., Ltd
Review Report
Zhongxi teshen No. 2022t00008 all shareholders of zhaoxun Media Advertising Co., Ltd.:
We have reviewed the attached financial statements of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “zhaoxun media”), including the consolidated and parent company’s balance sheet as of December 31, 2021, the consolidated and parent company’s income statement, consolidated and parent company’s cash flow statement, consolidated and parent company’s statement of changes in shareholders’ equity and notes to financial statements in 2021. The preparation of these financial statements is the responsibility of the management of zhaoxun media. Our responsibility is to issue a review report on these financial statements based on the implementation of the review work.
We have carried out the review task in accordance with the provisions of the review standards for Chinese certified public accountants No. 2101 – review of financial statements. The standard requires us to plan and implement the review to obtain limited assurance about whether the financial statements are free from material misstatement. The review is mainly limited to asking relevant personnel of the company and implementing analysis procedures for financial data, and the degree of assurance provided is lower than that of audit. We have not carried out the audit, so we do not express an audit opinion.
According to our review, we have not noticed anything that makes us believe that the financial statements have not been prepared in accordance with the provisions of the accounting standards for business enterprises, and fail to fairly reflect the financial position of zhaoxun media as of December 31, 2021 and the operating results and cash flow of zhaoxun media as of December 31, 2021.
This review report is only used by zhaoxun Media Advertising Co., Ltd. to submit application documents to China Securities Regulatory Commission and Shenzhen Stock Exchange, and shall not be used for any other purpose.
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 01067091851 Fax: 01067084147 postal code: 100062
Notes to financial statements of zhaoxun Media Advertising Co., Ltd
Zhaoxun Media Advertising Co., Ltd
Notes to financial statements
January 1, 2021 to December 31, 2021
(unless otherwise specified, the currency unit of the notes to this statement is RMB)
1、 Basic information of the company
(I) Company Profile
1. Historical evolution
Zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as “the company” or “the company”) formerly known as Shenzhen zhaoxun advertising media Co., Ltd. (hereinafter referred to as “Shenzhen zhaoxun company”), was invested and established by Shenzhen zhaoxun Investment Management Co., Ltd. (hereinafter referred to as “Shenzhen zhaoxun investment company”) and registered with Shenzhen Administration for Industry and Commerce on September 30, 2007, It has obtained the business license for enterprise legal person with the registration number of 440301102906324, and the registered capital at the time of establishment is 10 million yuan.
According to the shareholders’ decision on January 5, 2010, the domicile of Shenzhen zhaoxun company was moved from Shenzhen to Tianjin, and the company name was changed to Tianjin zhaoxun advertising media Co., Ltd. (hereinafter referred to as “Tianjin zhaoxun company”). Shenzhen zhaoxun company has completed the industrial and commercial change registration procedures on January 11, 2010. According to the shareholders’ decision on December 1, 2010 and the revised articles of association, Tianjin zhaoxun company applied for an increase of 470588200 yuan in registered capital, including 235294100 yuan invested by Shenzhen Fuhai Yintao Venture Capital Co., Ltd. (hereinafter referred to as “Fuhai Yintao company”) in cash; Zhou zeliang contributed 235294100 yuan in cash. After the change, the registered capital of Tianjin zhaoxun company is 1470588200 yuan. Tianjin zhaoxun company has completed the industrial and commercial change registration formalities on December 21, 2010.
According to the resolution of the shareholders’ meeting on February 21, 2011, the sponsor agreement and the articles of association, Tianjin zhaoxun company was changed into a joint stock limited company by overall change with December 31, 2010 as the base date. After the change, the registered capital is 150 million yuan and the total share capital is 150 million shares (the par value of each share is 1 yuan). The joint stock company was registered with the Administration for Industry and Commerce of Tianjin Binhai New Area on February 24, 2011 and obtained the business license of enterprise legal person with the registration number of 120192 China Reform Health Management And Services Group Co.Ltd(000503) 79.
On August 19, 2014, Shenzhen zhaoxun investment company signed an equity transfer agreement with Lhasa zhaoxun Investment Management Co., Ltd. (hereinafter referred to as “Lhasa zhaoxun investment company”), and Shenzhen zhaoxun investment company transferred its 68% shares of the company, totaling 102 million shares, to Lhasa zhaoxun investment company. On March 31, 2015, Fuhai Yintao company signed the equity transfer agreement with Lhasa Huiyu Trading Co., Ltd. (hereinafter referred to as “Lhasa Huiyu company”), and Fuhai Yintao company transferred 24 million shares of 16% of the company’s shares to Lhasa Huiyu company.
On July 28, 2017, Lhasa zhaoxun investment company signed an equity transfer agreement with Tianjin zhaoxun Media Technology Co., Ltd. (hereinafter referred to as “Tianjin zhaoxun media company”), and Lhasa zhaoxun investment company transferred its 6.8% shares of the company, totaling 10.2 million shares, to Tianjin zhaoxun media company.
On July 28, 2018, Tianjin zhaoxun media company signed an equity transfer agreement with Lhasa zhaoxun Mobile Technology Co., Ltd. (hereinafter referred to as “Lhasa zhaoxun mobile company”), and Tianjin zhaoxun media company transferred its 6.8% shares of the company, totaling 10.2 million shares, to Lhasa zhaoxun mobile company.
On July 28, 2018, Zhou zeliang signed an equity transfer agreement with Lhasa jinbaoli business consulting partnership (limited partnership) (hereinafter referred to as “Lhasa jinbaoli partnership”), and Zhou zeliang transferred 24 million shares of 16% of the company to Lhasa jinbaoli partnership.
On November 7, 2018, Lhasa zhaoxun investment company, Lhasa Huiyu company, Lhasa jinbaoli partnership and Lhasa zhaoxun mobile company will hold
Notes to financial statements of zhaoxun Media Advertising Co., Ltd
The shares of the company were transferred to Luenmei Quantum Co.Ltd(600167) and Shenyang Huaxin Lianmei Asset Management Co., Ltd. respectively, and the industrial and commercial filing procedures for equity transfer were handled.
As of December 31, 2021, the equity structure of the company is as follows:
Shareholder name share amount (RMB yuan) equity ratio (%)
Luenmei Quantum Co.Ltd(600167) 148500,000.00 99.00
Shenyang Huaxin Lianmei Asset Management Co., Ltd. 150000000 1.00
Total 15000000000 100.00
2. Basic information of the company
Tianjin Kongdi economic center: 1036 Kongdi Avenue, Tianjin.
Legal representative: Su zhuangqiang.
The company belongs to the advertising industry. Business scope: advertising business; Enterprise planning and design, product design; Layout design of exhibition hall; Computer animation design; Photographic expansion service; Socio economic consultation; Market Research and consultation; Conference and exhibition services; Leasing of energy-saving and environmental protection equipment, communication equipment, electronic equipment and office equipment (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) scope of consolidated financial statements
The consolidation scope of the consolidated financial statements is determined on the basis of control. For details of changes in the preparation scope of the financial statements during the reporting period, see note VI. changes in the consolidation scope. For details of the scope of the consolidated financial statements of this year, see note VII. Equity in other entities.
2、 Preparation basis of financial statements
(I) preparation basis
The financial statements of the company are based on continuous operation, according to the actual transactions and events, in accordance with the accounting standards for business enterprises – Basic Standards (issued by order No. 33 of the Ministry of Finance and revised by order No. 76 of the Ministry of Finance), 42 specific accounting standards, application guidelines of accounting standards for business enterprises issued and revised on and after February 15, 2006 Preparation of the interpretation of accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as “accounting standards for business enterprises”).
According to the relevant provisions of the accounting standards for business enterprises, the accounting of the company is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
(II) going concern
The company has the ability of sustainable operation for at least 12 months since the end of the reporting period, and there are no major events affecting the ability of sustainable operation.
3、 Important accounting policies and accounting estimates
(I) statement of compliance with accounting standards for business enterprises
The financial statements prepared by the company comply with the requirements of the accounting standards for business enterprises and truly and completely reflect the company’s financial position, operating results, cash flow and other relevant information.
(II) right to use assets
Except for short-term leases and low value asset leases, the company recognizes the right to use assets on the lease beginning date. The beginning date of the lease term refers to the starting date when the Lessor provides the leased assets for the use of the company. The right of use assets are initially measured at cost. This cost includes:
Notes to financial statements of zhaoxun Media Advertising Co., Ltd
(1) The initial measurement amount of lease liabilities;
(2) For the lease payment paid on or before the beginning of the lease term, if there is lease incentive, the relevant amount of lease incentive enjoyed shall be deducted; (3) Initial direct expenses incurred by the company;
(4) The estimated costs incurred by the company for dismantling and removing the leased assets, restoring the site where the leased assets are located or restoring the leased assets to the state agreed in the lease terms.
If the company can reasonably determine the ownership of the leased asset at the expiration of the lease term, the right to use asset shall be depreciated within the remaining service life of the leased asset. If it is impossible to reasonably determine that the ownership of the leased asset can be obtained at the expiration of the lease term, depreciation shall be accrued within the shorter of the lease term and the remaining service life of the leased asset.
The company determines whether the right of use assets have been impaired and carries out accounting treatment in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 8 – asset impairment.
(III) contract liabilities
Contractual liabilities refer to the obligations of the company to transfer goods or services to customers for the consideration received or receivable from customers. Contract assets and contract liabilities under the same contract are presented in net amount.
(IV) lease liabilities
Except for short-term leases and low value asset leases, the company initially measures the lease liabilities according to the present value of the unpaid lease payments on the beginning date of the lease term. When calculating the present value of lease payments, the company adopts the implicit interest rate of the lease as the discount rate. If the implicit interest rate of the lease cannot be determined, the incremental loan interest rate is used as the discount rate.
Lease payment refers to the amount paid by the company to the lessor in connection with the right to use the leased assets during the lease term, including:
(1) Fixed payment amount and substantial fixed payment amount. If there is lease incentive, the relevant amount of lease incentive shall be deducted;
(2) The company reasonably determines the exercise price of the purchase option to be exercised;
(3) The lease term reflects the amount to be paid when the company will exercise the option to terminate the lease.
After the beginning of the lease term, the company calculates the interest expense of the lease liability in each period of the lease term according to the fixed periodic interest rate, and records it into the current profit and loss or the cost of relevant assets.
After the beginning of the lease term, if the lease term changes or the evaluation results of the purchase option change, the company remeasures the lease liability according to the present value calculated by the changed lease payment and the revised discount rate, and adjusts the corresponding right of use assets. If the book value of the right of use assets has been reduced to zero, but the lease liability still needs to be further reduced, The company will record the difference into the current profit and loss.
Short term leases and low value asset leases
Short term lease refers to a lease with a lease term of no more than 12 months and excluding the purchase option on the beginning date of the lease term. Low value asset lease refers to the lease with lower value when the single leased asset is a brand-new asset. The company will lease for short term
