About Shanghai Shenshen International Travel Agency Co., Ltd
Special audit report on the achievement of performance commitments in 2021
Xin Hui Shi Bao Zi [2022] No. zc10045 Guangzhou Lingnan Group Holdings Company Limited(000524) all shareholders:
We have accepted the entrustment to review the attached special statement on the achievement of performance commitments of Shanghai Shenshen 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 Shanghai Shenshen 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 Shanghai Shenshen 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 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 express audit opinions on the special statement on the achievement of performance commitments of Shanghai Shenshen 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 Shanghai Shenshen 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 Shanghai Shenshen 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 Shanghai Shenshen 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 Shanghai Shenshen 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 Shanghai Shenshen 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, signed the equity transfer agreement on Shanghai Shenshen International Travel Service Co., Ltd. (hereinafter referred to as “equity transfer agreement”) with He Jun, Yang Yirong, Ding Yan and Shanghai Shenshen International Travel Service Co., Ltd. (hereinafter referred to as “Shanghai Shenshen international travel service”). The overall plan of this transaction is that guangzhilv will purchase 80% equity of Shanghai Shenshen CITS from natural persons He Jun, Yang Yirong and Ding Yan with its own funds of 14.8 million yuan. For details, the company posted on China Securities Journal, securities times and www.cninfo.com on November 21, 2020 info. com. cn. Announcement on the acquisition of the equity of Shanghai Shenshen International Travel Agency Co., Ltd. by the holding subsidiary (Announcement No.: 2020080). 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 He Jun 57.60% 106560
2 Yang Yirong 17.60% 325.60
3 Ding Yan 4.80% 88.80
Total 80.00% 148000
(II) approval of this transaction
On November 20, 2020, the company held the 4th meeting of the 10th board of directors, deliberated and adopted the proposal on the acquisition of equity of Shanghai Shenshen International Travel Agency Co., Ltd. by its holding subsidiary.
(III) completion of this transaction
On December 11, 2020, Shanghai Shenshen 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 market supervision and Administration Bureau of Huangpu District, Shanghai, and obtained the renewed business license. The equity transfer procedures and relevant industrial and commercial registration have been completed. After this change, guangzhilv holds 80% equity of Shanghai Shenshen CITS, and Shanghai Shenshen CITS has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv with He Jun, Yang Yirong and Ding Yan, the performance commitments of the target company Shanghai Shenshen CITS are as follows:
The transferor promises that the net profit promised by Shanghai Shenshen CITS in the performance commitment period is: the actual net profit in 2020 is not less than 0 yuan; The actual net profit in 2021 shall not be less than 2.28 million yuan; The actual net profit in 2022 shall not be less than 2.736 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 Shanghai Shenshen 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 amount of committed net profit in the current period – the amount of 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 Shanghai Shenshen 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] – 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, 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、 Achievement of performance commitments of this transaction
The net profit attributable to the owner of the parent company in 2020 after deducting non recurring profits and losses was 222600 yuan. Therefore, Shanghai Shenshen 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 -44.63
Performance commitment 228.00
Difference -272.63
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 Shanghai Shenshen 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, Shanghai Shenshen 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
