Review report of pro forma financial statements Zhejiang Sunriver Culture Co.Ltd(600576)
Rongcheng zhuanzi [2022] No. 230z0315 Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
Beijing Institute of Certified Public Accountants
Business report unified coding reporting system
Unified business reporting code: 110100322022607 Beijing Lier High-Temperature Materials Co.Ltd(002392)
Report name: Zhejiang Sunriver Culture Co.Ltd(600576) preparation Review Report
Report No.: Rongcheng zhuanzi [2022] 230z0315
Name of audited (inspected) unit: Zhejiang Sunriver Culture Co.Ltd(600576)
Name of accounting firm: Rongcheng accounting firm (special general partnership)
Business type: special audit
Report date: April 1, 2022
Filing date: April 1, 2022
Huang Jingchen (34010 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) 5),
Signed by:
Wang Shuyan (110100323851)
(information can be queried by scanning QR code or logging into the official website of Beijing injection Association)
Note: this filing information only proves that the report has been filed with the Beijing Institute of certified public accountants, and does not mean that the Beijing Institute of Certified Public Accountants makes any form of guarantee for the content of the report in any sense.
On August 2, 2017, Mr. Kong Deyong and Ms. Liu Yuxiang, the shareholders of Wanhao Wanjia group, signed the share transfer agreement with Xiangyuan Holding Group Co., Ltd. (hereinafter referred to as "Xiangyuan holding"), and Mr. Kong Deyong and Ms. Liu Yuxiang transferred 100% of the equity of Wanjia group, the controlling shareholder of the company, to Xiangyuan holding. In view of the change of the actual controller of the company, the company held the fourth extraordinary general meeting on September 12, 2017 and passed the proposal on changing the company name, securities abbreviation and amending the articles of association, agreeing to change the company name from "Zhejiang Wanhao Wanjia Culture Co., Ltd." to " Zhejiang Sunriver Culture Co.Ltd(600576) ", the Chinese securities abbreviation from "Wanjia culture" to " Zhejiang Sunriver Culture Co.Ltd(600576) ", and the securities code remains unchanged. On September 19, 2017, the company completed the industrial and commercial change registration, and the company name was changed to " Zhejiang Sunriver Culture Co.Ltd(600576) ".
On April 23, 2018, the company held the 2017 annual general meeting of shareholders and approved the proposal on changing the registered capital of the company and amending the articles of association. The registered capital of the company was changed from 655301627 yuan to 648299953 yuan. On May 16, 2018, the company completed the change of registered capital and other related matters
Item.
On February 22, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on changing the registered capital of the company and amending the articles of association, and the registered capital of the company was changed from 648299953 yuan to 619402409 yuan. On May 15, 2019, the company completed the change of registered capital and other related matters.
Business scope of the company: cultural consultation, animation design, film and Television planning, financial information consulting services (excluding securities and futures), sports information consulting, educational information consulting, software development, investment management, industrial investment, asset management, enterprise management services, radio and television program production (operating with license), design, production, agency and release of all kinds of advertisements in China, film distribution and film production (operating with license), Tourism services (excluding travel agencies), development and sales of tourism products, arts and crafts, animation products, sales of daily necessities, cultural communication planning, and operation of performance brokerage business (operated with license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) transaction background and restructuring plan
Affected by the macroeconomic environment, industrial policies and other factors, the overall adjustment of China's cultural media industry, and the performance of Zhejiang Sunriver Culture Co.Ltd(600576) animation and its derivative business are also affected. In order to improve the sustainable development of listed companies and systematically improve the quality of listed companies, this transaction is planned to inject high-quality tourism assets. The tourism assets to be injected include scenic spot supporting service products such as sightseeing elevators, cableways and cruise ships in several national tourism destinations and intelligent cultural tourism system.
This transaction consists of issuing shares to purchase assets and raising supporting funds. The company plans to purchase 100% equity of Beijing Bailong Green Technology Enterprise Co., Ltd. (hereinafter referred to as Bailong green), 100% equity of Phoenix Xiangsheng Tourism Development Co., Ltd. (hereinafter referred to as Phoenix Xiangsheng), 100% equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. (hereinafter referred to as Huanglongdong Tourism) held by Xiangyuan Tourism Development Co., Ltd. (hereinafter referred to as Xiangyuan Tourism Development Co., Ltd.) by issuing shares 80% shares of Qiyunshan Tourism Co., Ltd. (hereinafter referred to as Qiyunshan Co., Ltd.) and 100% shares of Hangzhou Xiaodao Network Technology Co., Ltd. (hereinafter referred to as Xiaodao Technology); It is also proposed to raise matching funds of no more than 400 million yuan by non-public offering of shares to no more than 35 specific investors through inquiry. The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the board of directors of the listed company to review the transaction for the first time, that is, the announcement date of the resolution of the 19th meeting of the seventh board of directors. According to the measures for the administration of reorganization and other relevant provisions, the issue price of listed companies issuing shares to purchase assets shall not be lower than 90% of the market reference price. The issue price of this issue of shares to purchase assets shall be 90% of the average trading price of listed companies' shares 120 trading days before the pricing benchmark date, i.e. 4.14 yuan / share.
2、 Preparation basis and method of financial statements for reference
(I) preparation basis of pro forma financial statements
1. In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies issued by the China Securities Regulatory Commission, the company has prepared the pro forma financial statements for 2020 and January November 2021 for the purpose of this major asset restructuring.
This pro forma financial statement is based on the assumption that the transaction between the company and the target assets to be acquired has been completed on January 1, 2020 at the beginning of the reporting period. According to the structure after the completion of this reorganization, under the premise of continuous operation, according to the actual transactions and events, and in accordance with the relevant provisions of the accounting standards for business enterprises and Its Application guide and standard interpretation (hereinafter referred to as the accounting standards for business enterprises). In addition, the company also disclosed relevant financial information in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on financial reports (revised in 2014) of the China Securities Regulatory Commission.
The preparation of the company's pro forma financial statements for 2020 and January November 2021 is based on the following assumptions: (1) it is assumed that the company will complete the equity acquisition of Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology on January 1, 2020 and complete all relevant procedures;
(2) The pro forma financial statements do not consider the transaction expenses and relevant taxes that may occur in this transaction, nor the issuance of supporting raised funds related to this transaction;
(3) Based on the special preparation purpose of the pro forma financial statements, the pro forma financial statements do not include the cash flow statement and the statement of changes in shareholders' equity, and only the pro forma consolidated financial information is presented, but the financial information of the parent company is not presented.
2. The pro forma financial statements are based on the financial statements of the company, Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology audited by Rongcheng Certified Public Accountants (special general partnership), and are prepared by adopting the important accounting policies, accounting estimates and preparation methods of consolidated financial statements described in the notes after adjustment according to the conditions described in the preparation basis.
3. The company plans to purchase Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology by issuing shares. The price of the issued shares is RMB 4.14, and the transaction price of the underlying assets confirmed by all parties in this transaction is RMB 1731022200. When preparing the pro forma financial statements, the company determined the merger consideration according to the issuance price of RMB 4.14/share and 41812131400 shares, totaling 1731022200 yuan, and increased the company's share capital and capital reserve accordingly.
4. This major asset reorganization is a business combination under the same control. Since this transaction has not been implemented and the company has not substantially controlled Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology, the net asset book value of Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology on the actual purchase date of this transaction is not its net asset book value on January 1, 2020 at the beginning of the reporting period. When preparing the pro forma financial statements, the company assumes that the difference between the book value of the net assets and the book value of the merger consideration is adjusted based on the book value of the net assets of Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan shares and Xiaodao technology on January 1, 2020.
(II) method adopted by the preparer of the simulated financial statements
1. Preparation method of Huanglong cave tourism simulation financial statements
The simulated financial statements of Huanglongdong tourism are prepared on the basis of the following simulation assumptions:
(1) It is assumed that Huanglong cave tourism has been established at the beginning of the reporting period;
(2) It is assumed that Huanglongdong Investment Co., Ltd. has put the cruise business and related assets, liabilities and personnel into Huanglongdong tourism since the beginning of the reporting period;
(3) Before April 30, 2020, the tickets of Huanglongdong cruise ship and scenic spot will be charged by one ticket system. The notice of Zhang Jia Jie Tourism Group Co.Ltd(000430) Municipal Development and Reform Commission on adjusting the price of tickets and related services in Huanglong Cave Scenic Spot (Zhang Fa Gai Jia Fei [2020] No. 56) approved the ticket price of the scenic spot as 60.00 yuan / person and the boat ticket price as 36.00 yuan / person. It is assumed that the above price approval has taken effect at the beginning of the reporting period.
(4) On April 30, 2021, Wulingyuan District People's Government of Zhang Jia Jie Tourism Group Co.Ltd(000430) City, Hunan Province, Huanglongdong Investment Co., Ltd. and Huanglongdong tourism signed the entrusted operation contract of transportation in Huanglongdong scenic spot. Wulingyuan District People's government agreed that Huanglongdong tourism should share the entrusted operation fee agreed in the original entrusted operation contract at the proportion of 37.50% as the entrusted operation fee of transportation operation in Huanglongdong scenic spot. It is assumed that the above documents have come into force at the beginning of the reporting period.
2. Preparation method of Phoenix Xiangsheng simulated financial statements
The preparation of Phoenix Xiangsheng simulated financial statements is based on the following simulation assumptions:
(1) It is assumed that Fenghuang Xiangsheng was established at the beginning of the reporting period;
(2) It is assumed that Phoenix Ancient City Cultural Tourism Investment Co., Ltd. has placed the cruise business and related assets, liabilities and personnel into Phoenix Xiangsheng since the beginning of the reporting period;
(3) It is assumed that Phoenix Xiangsheng has disposed of the hotel, catering business and related assets, liabilities and personnel since the beginning of the reporting period;
(4) In September 2020, the people's Government of Fenghuang County, Huanglongdong Investment Co., Ltd., Fenghuang Ancient City Cultural Tourism Investment Co., Ltd. and Fenghuang Xiangsheng signed the agreement on the transfer of the management right of the upstream line of Tuojiang River in Fenghuang County, Hunan Province. The people's Government of Fenghuang County agreed to transfer the management right of "the upstream line of Tuojiang River from the north gate of Tuojiang River to Shen Congwen cemetery" to Fenghuang Xiangsheng, Phoenix Xiangsheng shall share the entrusted operation fee agreed in the original entrusted operation contract at the proportion of 30%. It is assumed that the above documents have come into force at the beginning of the reporting period.
3. Preparation method of simulated financial statements of Qiyunshan Co., Ltd
The preparation of the simulated financial statements of Qiyunshan Co., Ltd. is based on the following simulation assumptions:
On February 8, 2021, Qiyunshan Co., Ltd. held the first general meeting of shareholders in 2021 and decided to establish a new company "Xiuning Qiyunshan Cultural Tourism Development Co., Ltd. (i.e. the newly established company) by means of survival and division. Qiyunshan Co., Ltd. (i.e. the surviving company) survived, and Qiyunshan Co., Ltd. transferred the assets, liabilities and personnel related to ticket business to the newly established company. It is assumed that the above existing Division has been implemented since the beginning of the reporting period.
4. Preparation method of Bailong green simulated financial statements
In order to ensure the comparability of the information in the comparative financial statements, the preparation method of this simulated financial statement is as follows: in December 2019, Xiangyuan Tourism Development Co., Ltd. completed the acquisition of Bailong green. In order to more accurately reflect the company's financial situation and profitability, this simulated financial statement assumes that all the subsidiaries and joint-stock companies of Bailong green are stripped except Bailong TIANTI, At the same time, the original personnel and business of Bailong green will be stripped off. This simulated financial statement assumes that the above restructuring has been completed at the beginning of the reporting period.
(III) going concern
The company has evaluated the continuous operation ability for 12 months since the end of the reporting period, and no events or situations that have major doubts about the continuous operation ability are found. Therefore, the financial statements are prepared on the basis of going concern assumption.
3、 Important accounting policies and accounting estimates
According to the actual production and operation characteristics, the company has formulated specific accounting policies and accounting estimates for transactions or events such as bad debt provision for accounts receivable, depreciation of fixed assets, amortization of intangible assets and revenue recognition.
1. Statement of compliance with accounting standards for business enterprises
The company declares that the pro forma financial statements prepared in accordance with the preparation basis, accounting policies and accounting estimates described in "II. Preparation basis and method of pro forma financial statements" and "III. important accounting policies and accounting estimates" in this note comply with the requirements of accounting standards for business enterprises and relevant regulations, and reflect the pro forma financial status, operating results and other relevant information under hypothetical conditions.
2. Accounting period
The accounting year of the company starts from January 1 to December 31 of the Gregorian calendar.
3. Business cycle
The normal business cycle of the company is one year.
4. Recording currency
The recording currency of the company is RMB.
5. Accounting treatment methods for business combinations under the same control and not under the same control
(1) Business combination under the same control
The assets and liabilities obtained by the company in business combination shall be measured according to the book value of the combined party in the consolidated financial statements of the final controller on the combination date. The company's share of book value and expenses in the final controller's consolidated financial statements according to the owner's equity of the merged party
