About Sichuan New Territories International Travel Agency Co., Ltd
Special audit report on the achievement of performance commitments in 2021
Xin Hui Shi Bao Zi [2022] No. zc10044 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 Sichuan New Territories 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 Sichuan New Territories 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 achievement of performance commitments of Sichuan New Territories International Travel Agency Co., Ltd. in 2021 in accordance with 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 their 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 express audit opinions on the special statement on the achievement of performance commitments of Sichuan New Territories 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 Sichuan New Territories 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 note on the realization of performance commitments of Sichuan New Territories 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 Sichuan New Territories 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 Sichuan New Territories 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 Sichuan New Territories 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 Luo Jianghua, Li Lun and Sichuan New Territories International Travel Service Co., Ltd. (hereinafter referred to as "Sichuan New Territories international travel service") signed the equity transfer agreement on Sichuan New Territories International Travel Service Co., Ltd. (hereinafter referred to as "equity transfer agreement") on May 20, 2019. The overall plan of this transaction is that guangzhilv will purchase 51% equity of Sichuan New Territories CITS from natural persons Luo Jianghua and Li Lun with its own capital of 42.636 million yuan. For details, the company posted on China Securities Journal, securities times and www.cninfo.com on May 21, 2019 info. com. cn. Announcement on the acquisition of equity of Sichuan New Territories International Travel Agency Co., Ltd. by its holding subsidiary (Announcement No.: 2019033) 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 Luo Jianghua 46.00% 384560
2 lilun 5.00% 418.00
Total 51.00% 426360
(II) approval of this transaction
On May 20, 2019, the company held the 22nd Meeting of the 9th board of directors, deliberated and adopted the proposal on the acquisition of equity of Sichuan New Territories International Travel Agency Co., Ltd. by its holding subsidiary.
(III) completion of this transaction
On May 24, 2019, Sichuan New Territories 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 at the market supervision and Administration Bureau of Jinjiang District, Chengdu, 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 Sichuan New Territories CITS, and Sichuan New Territories CITS has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv, Luo Jianghua and Li Lun, the performance commitments of the target company Sichuan New Territories international travel are as follows:
Luo Jianghua and Li Lun promised that the net profit promised by Sichuan New Territories international travel in the performance commitment period is: the actual net profit in 2019 is no less than RMB 10.241 million; The actual net profit in 2020 shall not be less than 125452 million yuan; The actual net profit in 2021 shall not be less than 153679 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 Sichuan New Territories CITS in any year of the performance commitment period does not reach the promised net profit, the transferor shall pay the 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, guangzhilv will assess the accumulated actual net profit of Sichuan New Territories CITS in the three-year performance commitment period. If the 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 guangzhilv in cash, 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] - cumulative compensated amount calculated according to article (1) above from 2019 to 2021. If the compensation amount calculated according to the above formula is negative or 0, the transferor does not need to make additional compensation, and guangzhilv will not return the part compensated by the transferor according to article (1) above.
3、 Adjustment of performance commitment period
On April 13, 2021, the company held the 9th meeting of the 10th board of directors to review and approve the proposal on adjusting the performance commitments of Sichuan New Territories International Travel Service Co., Ltd., and agreed to extend the original performance commitment period of 20202021 by one year, that is, the transferors Luo Jianghua and Li Lun promised that the actual net profit of Sichuan New Territories International Travel Service Co., Ltd. in 2021 and 2022 would not be less than 125452 million yuan and 153679 million yuan respectively; The accumulated net profit in the performance commitment period shall be assessed according to the net profit actually realized in 2019, 2021 and 2022. 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
The net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2019 was 106348 million yuan. Therefore, Sichuan New Territories CITS has completed the performance promised in the equity transfer agreement in 2019.
After deliberation and approval by the general meeting of shareholders of the company, the original performance commitment period of Sichuan New Territories CITS for 20202021 has been postponed to 20212022. Its performance in 2021 is as follows:
Unit: 10000 yuan
Project year 2021
Audited actual net profit after deducting non recurring profit and loss -354.47
Performance commitments 125452
Difference -160899
5、 Reasons for unfulfilled performance commitments
Since the main business of Sichuan New Territories international travel is inbound and outbound tourism, 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 Sichuan New Territories CITS is greatly affected by the above factors.
6、 Measures to be taken by the company
Affected by covid-19 pneumonia, Sichuan New Territories international travel did not 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
