About Wuhan feitu Holiday International Travel Agency Co., Ltd
Special audit report on the achievement of performance commitments in 2021
Xin Hui Shi Bao Zi [2022] No. zc10048 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday International Travel Agency Co., Ltd. in 2021 has been prepared in accordance with the provisions of self regulatory guidelines for 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 Wuhan feitu Holiday 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 Wuhan feitu Holiday 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 regulatory 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 Wuhan feitu Holiday 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 Wu hailing, Ge Qian and Wuhan feitu Holiday International Travel Service Co., Ltd. (hereinafter referred to as "Wuhan feitu holiday") signed the equity transfer agreement on Wuhan feitu Holiday International Travel Service Co., Ltd. (hereinafter referred to as "equity transfer agreement") on June 19, 2018. The overall plan of this transaction is that guangzhilv purchases 51% equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. from natural persons Wu hailing and Ge Qian with its own capital of RMB 544935 million. For details, the company posted on China Securities Journal, securities times and www.cninfo.com on June 20, 2018 info. com. cn. Announcement on the acquisition of the equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. by the holding subsidiary (Announcement No.: 2018027) 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 Wu Hailing 50.00% 534250
2 Ge Qian 1.00% 106.85
Total 51.00% 544935
(II) approval of this transaction
On June 19, 2018, the company held the 8th meeting of the 9th board of directors, deliberated and approved the proposal on the acquisition of equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. by its holding subsidiary.
(III) completion of this transaction
On July 11, 2018, Wuhan feitu holiday, 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 Wuhan Jianghan District administrative examination and approval Bureau, 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 Wuhan feitu holiday, which has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv, Wu hailing and Ge Qian, the performance commitments related to the subject company's Wuhan feitu holiday are as follows:
Wu hailing and her spouse sun Feng promised that the net profits promised during the performance commitment period of Wuhan feitu holiday were: the actual net profit in 2018 was no less than 10.68 million yuan; The actual net profit in 2019 shall not be less than 13.35 million yuan; The actual net profit in 2020 shall not be less than 16.69 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.
If the actual net profit of the target company in the performance commitment period does not reach the above committed net profit of Wuhan feitu holiday, the actual controller Wu Hailing (and her spouse sun Feng) before Wuhan feitu holiday shall pay performance compensation to Guangzhi travel in cash, and the amount of performance compensation shall be calculated as follows: the amount of compensation payable in the current period = the amount of committed net profit in the current period - the amount of actual net profit in the current period.
3、 Adjustment of performance commitment period
On April 13, 2021, the company held the 9th meeting of the 10th board of directors, deliberated and approved the proposal on adjusting the performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd., and agreed to extend the original performance commitment period of 2020 to 2021. The second extraordinary general meeting of the company in 2021 deliberated and approved the above performance adjustment on April 30, 2021.
4、 Achievement of performance commitments of this transaction
In 2018, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was RMB 107903 million; In 2019, after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company was 143136 million yuan. Therefore, Wuhan feitu holiday has completed the performance promised in the equity transfer agreement in 2018 and 2019.
After the deliberation of the general meeting of shareholders of the company, the performance commitment period of Wuhan feitu holiday in 2020 has been postponed to 2021. Its performance in 2021 is as follows:
Unit: 10000 yuan
Project year 2021
Audited net profit after deducting actual non recurring profit and loss -13.136
Performance commitments 166900
Difference -180513
5、 Reasons for unfulfilled performance commitments
Since the main business of Wuhan flying vacation is inbound and outbound tourism and other businesses, according to the relevant notice of the general office of the Ministry of culture and tourism, the inbound and outbound tourism group business of tourism enterprises has not been restored in 2021. Therefore, the operating performance of Wuhan feitu holiday is greatly affected by the above factors.
6、 Measures to be taken by the company
Affected by covid-19 pneumonia, Wuhan feitu holiday 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)
February 21, 2023
