About Xi’an longzhilv Qinfeng International Travel Agency Co., Ltd
Special audit report on the achievement of performance commitments in 2021
Xin Hui Shi Bao Zi [2022] No. zc10046 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 Xi’an longzhilv Qinfeng 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
Qinfeng international travel agency shall only disclose the performance of Xi’an travel agency 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 Xi’an longzhilv Qinfeng International Travel Agency Co., Ltd. in 2021 in accordance with the provisions of the self regulatory guidelines for 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 Xi’an longzhilv Qinfeng 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 Xi’an longzhilv Qinfeng 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 Xi’an longzhilv Qinfeng International Travel Agency Co., Ltd. in 2021” has been prepared 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, which fairly reflects the realization of performance commitments of Xi’an longzhilv Qinfeng 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 Xi’an longzhilv Qinfeng 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 description on the realization of performance commitments of Xi’an longzhilv Qinfeng 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 Mo Baoshan, Zhang Bin and Xi’an longzhilv Qinfeng International Travel Service Co., Ltd. (hereinafter referred to as “Xi’an Qinfeng international travel service”) signed the equity transfer agreement of Xi’an longzhilv Qinfeng 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 Xi’an Qinfeng CITS from Mo Baoshan with its own capital of 52.02 million yuan. 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 Xi’an longzhilv Qinfeng International Travel Agency Co., Ltd. by the holding subsidiary (Announcement No.: 2020084).
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 mo Baoshan 51.00% 520200
Total 51.00% 520200
(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 the equity of Xi’an longzhilv Qinfeng International Travel Agency Co., Ltd. by the holding subsidiary.
(III) completion of this transaction
On December 30, 2020, Xi’an Qinfeng international travel, 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 in Xi’an market supervision administration, 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 Xi’an Qinfeng CITS, and Xi’an Qinfeng CITS has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv, Mo Baoshan and Zhang Bin, the performance commitments of the target company Xi’an Qinfeng international travel are as follows:
Mo Baoshan and Zhang Bin promised that the net profit promised by Xi’an Qinfeng CITS in the performance commitment period is: the actual net profit in 2020 is not less than 1.38 million yuan; The actual net profit in 2021 shall not be less than 10.2 million yuan; The actual net profit in 2022 shall not be less than 12.24 million yuan. The above net profit refers to the net profit attributable to the owner of the parent company after deducting non recurring profits and losses under the consolidated statements audited by an accounting firm qualified for securities and futures business.
The assessment methods of net profit include the following two types:
(1) Assessment of net profit of each period. If the actual net profit of Xi’an Qinfeng CITS in any year of the performance commitment period does not reach the promised net profit, Mo Baoshan and Zhang Bin shall pay performance compensation to the transferee in cash, and the amount of performance compensation shall be calculated as follows: the amount of compensation payable in the current period = the promised net profit in the current period – the actual net profit in the current period.
(2) Assessment of accumulated net profit. Upon the expiration of the performance commitment period, Guangzhi travel will assess the accumulated actual net profit of Xi’an Qinfeng international travel in the three-year performance commitment period. If the compensation amount calculated according to the following formula is positive, Mo Baoshan and Zhang Bin shall compensate guangzhilv in cash in addition to the compensation according to article (1) above, The calculation and payment method of compensation amount are as follows: compensation amount = [(three-year cumulative committed net profit – three-year cumulative actual net profit) / three-year cumulative committed net profit total consideration of this transaction] – the cumulative compensation amount calculated according to article (1) above from 2020 to 2022. If the compensation amount calculated according to the above formula is negative or 0, Mo Baoshan and Zhang Bin need not be compensated separately, and guangzhilv will not return the part compensated by Mo Baoshan and Zhang Bin according to article (1) above.
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 in 2020 was 1.4445 million yuan. Therefore, Xi’an Qinfeng CITS has completed the performance promised in the equity transfer agreement in 2020. Its performance in 2021 is as follows:
Unit: 10000 yuan
Project year 2021
Audited actual net profit after deducting non recurring profit and loss -51.15
Performance commitments 102000
Difference -107115
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 Xi’an Qinfeng CITS is travel agency business such as China Tourism and destination tourism reception services, its operating performance is greatly affected by the above factors.
5、 Measures to be taken by the company
Affected by covid-19 pneumonia, Xi’an Qinfeng 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
