About Shanxi Modern International Travel Agency Co., Ltd
Special audit report on the achievement of performance commitments in 2021
Xin Hui Shi Bao Zi [2022] No. zc10047 Guangzhou Lingnan Group Holdings Company Limited(000524) all shareholders:
We have accepted the entrustment and reviewed the attached special statement on the achievement of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021 prepared by the management of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “your company”).
1、 Restrictions on the users and purposes of the report
This audit report is only for your company to disclose the achievement of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. and shall not be used for any other purpose.
2、 Responsibilities of management
The management of your company is responsible for preparing the special statement on the realization of the performance commitment of Shanxi Modern International Travel Agency Co., Ltd. in 2021 in accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and is responsible for designing, implementing and maintaining necessary internal controls to ensure that its contents are true, accurate and complete, And there is no material misstatement due to fraud or error.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the special statement on the achievement of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021 on the basis of audit.
4、 Job overview
We have conducted the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement the audit work to obtain reasonable assurance on whether there is no material misstatement in the special description on the achievement of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021. During the audit process, we implemented procedures that we considered necessary, including checking accounting records, recalculation and so on. We believe that our audit work provides a reasonable basis for expressing opinions.
5、 Audit conclusion
We believe that your company’s “special statement on the realization of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021” has been prepared in accordance with the provisions of “guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board”, which fairly reflects the realization of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021 in all major aspects.
China certified public accountant of Lixin certified public accountants: Huang Zhiye
(special general partnership)
Chinese certified public accountant: Ouyang Jingbo, Shanghai, China March 21, 2022
About Shanxi Modern International Travel Agency Co., Ltd
Special description on the achievement of performance commitments in 2021
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as the “company”) has prepared the statement on the realization of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. in 2021. The details are as follows:
1、 Basic information of this transaction
(I) overview of this transaction
Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as “guangzhilv”), the holding subsidiary of the company, and Wang Ruo, Zhang Zhicheng and Shanxi Modern International Travel Service Co., Ltd. (hereinafter referred to as “Shanxi Modern International Travel Service”) signed the equity transfer agreement on Shanxi Modern International Travel Service Co., Ltd. (hereinafter referred to as “equity transfer agreement”) on December 22, 2020. The overall plan of this transaction is that guangzhilv will purchase 51% equity of Shanxi Modern CITS from natural persons Wang Ruo and Zhang Zhicheng with its own capital of RMB 139128 million. For details, the company posted on China Securities Journal, securities times and www.cninfo.com on December 23, 2020 info. com. cn. Announcement on the acquisition of the equity of Shanxi Modern International Travel Agency Co., Ltd. by the holding subsidiary (Announcement No.: 2020083) disclosed on the.
Guangzhilv pays the transaction consideration in cash. The details are as follows:
Serial No. counterparties’ proportion of this transfer and consideration price of equity transfer (10000 yuan)
1 Wang Ruo 40.80% 111302
2 Zhang Zhicheng 10.20% 278.26
Total 51.00% 139128
(II) approval of this transaction
On December 22, 2020, the company held the 5th meeting of the 10th board of directors, deliberated and adopted the proposal on the acquisition of equity of Shanxi Modern International Travel Agency Co., Ltd. by the holding subsidiary.
(III) completion of this transaction
On December 28, 2020, Shanxi Modern CITS, the subject of this transaction, completed the registration procedures for the change of industrial and commercial registration on matters such as shareholders and legal representatives at the administrative examination and approval service bureau of Xiaodian District, Taiyuan, and obtained the renewed business license. The equity transfer procedures and relevant industrial and commercial registration have been completed. After this change, guangzhilv holds 51% equity of Shanxi Modern CITS, and Shanxi Modern CITS has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv, Wang Ruo and Zhang Zhicheng, the performance commitments of the target company Shanxi Modern CITS include non net profit deduction commitments and special performance commitments. The main contents are as follows: (1) the transferor’s non net profit deduction commitments are as follows:
The non net profit deducted promised by the target company in the performance commitment period is: the non net profit deducted in 2020 is not less than 0 yuan; Non net profit deducted in 2021 shall not be less than 1.9 million yuan; The non net profit deducted in 2022 shall not be less than 2.33 million yuan.
(2) The transferor’s commitment on special performance is as follows:
The special performance commitments of the target company in the performance commitment period are as follows: the first period is the deduction of non net profit in 2020 + the total government reward in 2021 is not less than 0 yuan; In the second phase, the total amount of non net profit deducted in 2021 + government incentives in 2022 shall not be less than 3.04 million yuan; In the third phase, the total amount of non net profit deducted in 2022 + government incentives in 2023 shall not be less than 3.73 million yuan.
The above-mentioned government awards in 2021, 2022 and 2023 refer to the government awards received by the target company in the current year, which are linked to the number of tourism products sold and the number of tourists received in the previous year and are recognized as non recurring profits and losses by the accounting firm after deducting the enterprise income tax. The assessment methods of the above commitments include the following two types:
(1) Assessment of special performance and deduction of non net profit in each period
If the target company’s actual special performance or actual deduction of non net profit in any period of the performance commitment period fails to meet the special performance or deduction of non net profit promised by the transferor, the transferor shall pay performance compensation to the transferee in cash, and the compensation amount shall be calculated as follows: the compensation amount for the current period shall be the higher of the number of special performance to be compensated and the number of non net profit to be compensated in the current period. Including: the number of special performance to be compensated in the current period = the number of special performance promised in the current period – the number of actual special performance in the current period; The amount of non net profit to be compensated in the current period = the amount of non net profit promised in the current period – the amount of non net profit actually deducted in the current period.
(2) Assessment of accumulated special performance and deduction of non net profit
After the performance commitment period expires, the transferee will assess the accumulated actual special performance and actual deducted non net profit of the target company in the third period of the performance commitment period (this assessment time is after the third quarter of 2023). If any compensation amount calculated according to the following formula is positive, in addition to the compensation according to article (1) above, the transferor shall also compensate the transferee in the form of cash payment. The compensation amount shall be the higher of the accumulated special performance to be compensated and the accumulated non net profit to be compensated. Among them, the cumulative amount of special performance to be compensated and the cumulative amount of non net profit to be compensated are calculated as follows: the cumulative amount of special performance to be compensated = (the cumulative committed special performance of the third period – the cumulative actual special performance of the third period) / the cumulative committed special performance of the third period the total consideration of this transaction – the sum of the amount actually compensated by the transferor according to article (1) above from 2021 to 2023; Cumulative amount of non net profit deducted = (cumulative committed non net profit deducted in phase III – cumulative actual non net profit deducted in phase III) / cumulative committed non net profit deducted in phase III total consideration of this transaction – the sum of the amount actually compensated by the transferor in accordance with article (1) above from 2021 to 2023.
3、 Achievement of performance commitments of this transaction
The net profit attributable to the owner of the parent company after deducting non recurring profits and losses through audit in 2020 was 194400 yuan, and the amount after deducting enterprise income tax was 360900 yuan in 2021. Therefore, Shanxi Modern CITS has completed the commitment of deducting non net profit in 2020 in the equity transfer agreement and completed the special performance commitment in the first phase. The realization of its commitment to deduct non net profit in 2021 is as follows:
Unit: 10000 yuan
Project year 2021
Audited actual net profit after deducting non recurring profit and loss -52.32
Performance commitments 190.00
Difference -242.32
4、 Reasons for unfulfilled performance commitments
In 2021, the epidemic situation in all parts of China continued to recur. The Ministry of culture and tourism issued the circuit breaker mechanism for inter provincial tourism operation. Provinces (regions and cities) with medium and high-risk areas need to immediately suspend travel agencies and online tourism enterprises from operating inter provincial team tourism and “air ticket + Hotel” business in the province. Since the main business of Shanxi Modern CITS is travel agency business such as China Tourism and destination tourism reception services, its business performance is greatly affected by the above factors.
5、 Measures to be taken by the company
Affected by covid-19 pneumonia, Shanxi Hyundai CITS failed to fulfill its performance commitment in 2021. The company will comprehensively consider the contract agreement, the impact of the epidemic and the long-term development of the company, and negotiate with the commitment party as soon as possible.
Guangzhou Lingnan Group Holdings Company Limited(000524) March 21, 2022
