Securities code: Zhejiang Sunriver Culture Co.Ltd(600576) securities abbreviation: Zhejiang Sunriver Culture Co.Ltd(600576) Announcement No.: pro 2022005 Zhejiang Sunriver Culture Co.Ltd(600576)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. On November 18, 2021, the third meeting of the eighth board of directors and the third meeting of the eighth board of supervisors of Zhejiang Sunriver Culture Co.Ltd(600576) (hereinafter referred to as “the company”) respectively deliberated and approved the proposal on the company’s compliance with the conditions for issuing shares to purchase assets and raising supporting funds and related party transactions and other proposals related to this transaction. For details, see the company’s website of Shanghai Stock Exchange on November 19, 2021（ http://www.sse.com.cn. ）Relevant announcements.
Recently, the company and relevant intermediaries conducted supplementary and updated matters such as extended audit. The company revised, supplemented and improved the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (hereinafter referred to as “restructuring report”), which was deliberated and adopted at the fourth meeting of the eighth board of directors and the fourth meeting of the eighth board of supervisors.
The main amendments to the restructuring report are as follows (unless otherwise specified, the abbreviations or interpretations in this announcement have the same meaning as the words or abbreviations defined in the “interpretation” in the restructuring report):
Chapter revision of reorganization Report
1. In “VI. impact of this transaction on listed companies” (III) impact of this transaction on main financial indicators of listed companies “, the company’s financial data from January to November 2021 are supplemented and disclosed.
Tips on major issues 2. The details of the company’s proposal to convene the board of directors to consider and approve the audit report are supplemented and disclosed in “(I) decision-making and approval procedures that have been performed for the transaction plan” of “VII. Main procedures that have been performed and still need to be performed for the transaction”.
3. In “Xi. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring”
“(VII) the financial indicators from January to November 2021 are additionally disclosed in” 1. The impact of this transaction on the financial indicators of the company’s earnings per share “of” measures to prevent the risk of diluting the immediate return of this transaction “.
1. In “(VII) goodwill impairment risk” of “I. risks related to this transaction”, the increase and recognized value of goodwill until the end of November 2021 of the company are additionally disclosed. Tips on significant risks 2. The company’s earnings per share from January to November 2021 are additionally disclosed in “(VIII) risk of diluting the immediate return of this transaction” of “I. risks related to this transaction”.
1. In “III. share capital structure and top ten shareholders”, the company’s top ten shareholders and their shareholding as of February 28, 2022 were supplemented and disclosed.
2. In “4. Development of main business” of “3. Games, recharge and section II of listed company base”
“Other business” supplemented the disclosure of the company’s main business income from January to November 2021
Access.
3. In “v. main financial data”, the main financial data and main financial indicators of the company from January to November 2021 are supplemented and disclosed.
1. In “(VI) main section III counterparty base of” I. counterparty issuing shares to purchase assets “
The current situation of Xiangyuan lvkai from January to November 2021 is supplementary disclosed in “financial situation”
Key financial data.
1. The main financial data of “baizhilong” and “baizhilong” subsidiary of “baizhilong” in November 2021 were supplemented by the main financial data of “baizhilong” in the “baizhilong” financial report.
2. In “I. 100% equity of Bailong green” (IX) main financial data of Bailong green during the reporting period); (IX) section 4 basis of transaction object of “II. 100% equity of Phoenix Xiangsheng”
“Main financial data of Phoenix Xiangsheng during the reporting period”; “III. tourism situation of Huanglong cave
(IX) main financial data of Huanglongdong tourism during the reporting period; (IX) main financial data during the reporting period; In “v. 100% equity of Xiaodao technology” (IX) main financial data of Xiaodao technology during the reporting period “, the main financial data of the underlying assets from January to November 2021 are supplemented and disclosed.
3. In “I. 100% equity of Bailong green” (XI) ownership of main assets, external guarantees and main liabilities of Bailong green) “, 1. Asset overview; (XI) ownership of main assets, external guarantees and main liabilities of Phoenix Xiangsheng “1. Asset Overview”; “III. 100% equity of Huanglong cave tourism” (XI) main asset ownership, external guarantee and main liabilities of Huanglong cave tourism “1. Asset Overview”; (XI) main assets, liabilities and ownership of Qiyunshan shares “of” 4. 80% equity of Qiyunshan shares “; “V. 100% equity of Xiaodao technology” (XI) ownership of main assets, external guarantees and main liabilities of Xiaodao technology “in” 1. Asset Overview “supplemented and disclosed the relevant information of the underlying assets as of November 30, 2021.
4. In “I. 100% equity of Bailong green” (XII) main business qualification of Bailong green and related approval of project initiation, environmental protection, industry access, land use, etc.), “1. Business qualification and recognition”, “1) operation right of Bailong TIANTI” and “3) impact of operation right on sustainable profitability of restructuring object”; “II. 100% equity of Phoenix Xiangsheng” (XII) main business qualification of Phoenix Xiangsheng and related approval of project initiation, environmental protection, industry access, land use, etc.) “1. Business qualification and recognition” (3) impact of operation right on the sustainable profitability of the restructuring object “; “III. 100% equity of Huanglongdong tourism” (XII) main business qualification of Huanglongdong tourism and related approval of project initiation, environmental protection, industry access, land use, etc.), “1. Business qualification and recognition”, “1) management right” and “3) impact of management right on the sustainable profitability of the restructuring object” The supplementary disclosure of the proportion of the expenses related to the subject business right in the main business income and main business cost from January to November 2021.
1. In “III. specific conditions of the subject company’s main business”, the subject company’s business in Bailong green, Fenghuang Xiangsheng, Huanglong cave tourism, Qiyun mountain tourism and Section V from January to November 2021 are additionally disclosed
Service, service provision, sales revenue, procurement and technology of Xiaodao Technology
And major suppliers, supplemented and disclosed the main business and service processes of Phoenix Xiangsheng and Xiaodao technology.
2. In “IV. industry status and industry competition of the target company”, the industry competition pattern by the end of 2021 was disclosed.
Section VI share issuance 1. The supplementary disclosure of “IV. changes in main financial indicators before and after this transaction” includes the main financial indicators of the company from January to November 2021.
1. In “III. this transaction complies with the provisions of Article 43, section 9, compliance of this transaction” of “II) this transaction is conducive to the listed company to reduce related party transactions, avoid compliance analysis, avoid horizontal competition and enhance independence”, the related party transactions of the listed company before and after this transaction are supplemented and disclosed.
1. In “I. discussion and analysis of financial status and operating results of listed companies before this transaction” (I) analysis of financial status of listed companies before this transaction “, the indicators and analysis of asset composition, liability composition, solvency and asset operation efficiency of the company as of the end of November 2021 are supplemented and disclosed.
2. The company’s profit composition, profitability indicators and analysis by the end of November 2021 are supplemented in “(II) analysis of operating results of listed companies before this transaction” of “I. discussion and analysis of financial status and operating results of listed companies before this transaction”.
3. In Section 10 of “I. discussion and analysis of financial status and operating results of listed companies before this transaction” (III) analysis of cash flow of listed companies before this transaction “, the management discussed
The company’s cash flow statement, and analysis as of the end of November 2021 are supplemented and disclosed in
Analysis of cash flow from operating activities and investment activities.
4. In “IV. analysis of financial status and profitability of the target company”, the financial status analysis of asset composition, liability composition, solvency and operating capacity of Bailong green, Fenghuang Xiangsheng, Huanglongdong tourism, Qiyunshan Co., Ltd. and Xiaodao technology from January to November 2021, as well as operating income, operating cost Analysis of gross profit composition and changes in gross profit margin, main expenses, other items in the income statement, profitability of non recurring profits and losses.
5. In “v. analysis of the impact of this transaction on the sustainable operation ability, future development prospect, current earnings per share and other financial and non-financial indicators of the listed company” (I) analysis of the impact of this transaction on the sustainable operation ability of the listed company
