China Dive Company Limited(300526)
audit report
Yksz (2022) No. 01320047
Asia Pacific (Group) Certified Public Accountants (special general partnership)
April 20, 2002
catalogue
Project start page audit report 1
financial statements
Consolidated balance sheet 1
Consolidated income statement 3
Consolidated cash flow statement 4
Consolidated statement of changes in shareholders’ equity 5
Balance sheet 7
Income statement 9
Cash Flow Statement 10
Statement of changes in shareholders’ equity 11
Note 13 to the financial statements
Audit report
Yksz (2022) No. 01320047 China Dive Company Limited(300526) all shareholders:
1、 Reservations
We have audited the financial statements of China Dive Company Limited(300526) (hereinafter referred to as ” China Dive Company Limited(300526) “), including the consolidated and the company’s balance sheet as of December 31, 2021, and the consolidated and the company’s income statement, consolidated and corporate income statement in 2021
The company’s cash flow statement, consolidated statement of changes in shareholders’ equity and notes to relevant financial statements.
In our opinion, in addition to the impact of the matters described in the “basis for forming a qualified opinion”, the attached financial statements are prepared in accordance with the accounting standards for business enterprises in all material aspects and fairly reflect the financial position of the company as of December 31, 2021 and the operating results and cash flow of the company in 2021. 2、 Basis for forming reservations
Relevant industries based on the recognition of sales revenue of RMB 197121 million in the operating revenue of China Dive Company Limited(300526) 2020
Due to the lack of accounting documents, the accountant of China Dive Company Limited(300526) 2020 annual report failed to implement corresponding audit procedures to obtain sufficient and appropriate audit evidence for the authenticity and accuracy of such income, and issued a qualified audit report on the financial statements of China Dive Company Limited(300526) 2020.
In this year’s audit, we carried out inspection, letter confirmation, visit and other audit procedures for the elimination or change of the reserved matters in the previous period in this period. Due to the impact of limited audit scope, we failed to implement corresponding audit procedures for the recognition basis of sales revenue of RMB 123978 million, so as to obtain sufficient and appropriate audit evidence to confirm the authenticity and accuracy of such revenue. This matter has or may have an impact on the comparability of current data and corresponding data.
We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The “responsibilities of certified public accountants for the audit of financial statements” in the audit report further expounds our responsibilities under these standards. In accordance with the code of professional ethics for Chinese certified public accountants, we are independent of China Dive Company Limited(300526) , and have fulfilled other responsibilities in terms of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for expressing qualified opinions.
3、 Significant uncertainties related to going concern
We remind users of the financial statements to pay attention to that, as stated in note III (II) of the financial statements, China Dive Company Limited(300526) 2021 had a net loss of 1428877 million yuan. As of December 31, 2021, China Dive Company Limited(300526) current liabilities were higher than current assets by 855501 million yuan. These events or circumstances indicate that there are major uncertainties that may lead to major doubts about China Dive Company Limited(300526) going concern ability. This matter does not affect the audit opinion issued.
4、 Other information
China Dive Company Limited(300526) Management (hereinafter referred to as management) is responsible for other information. Other information includes the information covered in the annual report, but does not include the financial statements and our audit report.
Our audit opinion on the financial statements does not cover other information, and we will not issue any form of assurance conclusion on other information.
In combination with our audit of the financial statements, our responsibility is to read other information and consider whether other information is materially inconsistent with the financial statements or the information we have learned in the audit process, or there seems to be material misstatement.
5、 Key audit matters
The key audit matters are the most important matters that we consider to audit the current financial statements according to our professional judgment. The response to these matters is based on the overall audit of the financial statements and the formation of audit opinions. We will not express separate opinions on these matters. In addition to the matters described in the “basis for forming qualified opinions” and “significant uncertainties related to going concern”, we determine that the following matters are key audit matters that need to be communicated in the audit report. （1） Impairment of long-term assets 1
Item description
As stated in notes VI. (IX) “fixed assets” and VI. (XII) “intangible assets” to the financial statements, as of December 31, 2021, the total book value of long-term assets is 266326 million yuan, including 1779987 million yuan of fixed assets and 883274 million yuan of intangible assets. The impairment of long-term assets is important for China Dive Company Limited(300526) financial statements.
As stated in note IV (XXII) “impairment of long-term assets” to the financial statements, China Dive Company Limited(300526) every year, judge whether there are signs of impairment of various assets on the balance sheet date. If there is evidence that there are signs of impairment of asset items, carry out impairment test and estimate the corresponding recoverable amount. Since the impairment test involves the significant judgment and estimation of the management, which may have errors or potential management bias, we recognize the recognition of long-term asset impairment as a key audit event.
2. Audit response
For the recognition of impairment of long-term assets, our main audit procedures are as follows:
(1) Understand the design and operation effectiveness of internal control related to the identification of signs of asset impairment and the calculation of recoverable amount by the management;
(2) Obtain the management’s judgment basis on whether there are signs of impairment of long-term assets and analyze its rationality; (3) Relevant long-term assets have been investigated on the spot and the supervision procedures have been implemented;
(4) Evaluate whether the valuation method adopted by the management is appropriate and whether the assumptions and key judgments used in the valuation are reasonable, and review the relevant calculation process and results;
(5) Understand the background, project experience and professional ability of the appraisal service organization and appraisers hired by the management, understand the work content of the appraisers, and evaluate the appraisal assumptions and results;
(6) Check the disclosure related to the impairment of long-term assets.
（2） Goodwill impairment
1. Event description
As stated in notes VI and XIII, as of December 31, 2021, the book value of China Dive Company Limited(300526) goodwill totaled 4.5974 million yuan China Dive Company Limited(300526) the management compares the book value of relevant asset groups with their recoverable amount to determine whether it is necessary to withdraw impairment when conducting impairment test on goodwill. The recoverable amount is calculated by using the present value of the estimated future cash flow. It is necessary to properly predict the long-term growth rate of the future cash flow of the relevant asset group and reasonably determine the discount rate used to calculate the present value of the estimated future cash flow of the relevant asset group, which involves the significant estimation and judgment of the management. Therefore, we determine the impairment of goodwill as a key audit event.
2. Audit response
Our audit procedures for the recognition of goodwill impairment are as follows:
(1) Evaluate the effectiveness of the management’s key internal control related to goodwill impairment test;
(2) Review the recognition of the asset group and the allocation method of goodwill by the management;
(3) Evaluate the independence and competence of valuation experts employed by the management;
(4) Discuss with the management and valuation experts the appropriateness of the valuation method and the rationality of the valuation model, key assumptions and parameter selection;
(5) Compare the key data such as revenue growth rate, gross profit margin and operating expenses with the company’s past performance and management budget, and carefully evaluate the rationality of the key assumptions and estimates adopted in the valuation model;
(6) Check the discount rate model of valuation experts, compare with the discount rate of comparable companies in the same industry, and evaluate
The rationality of the discount rate;
(7) Check the disclosure related to goodwill impairment.
In addition to the matters described in the “basis for forming qualified opinions” and the “significant uncertainties related to going concern”, we determine that there are no other key audit matters that need to be communicated in the audit report.
6、 Responsibilities of management and governance for financial statements
China Dive Company Limited(300526) the management (hereinafter referred to as the management) is responsible for preparing the financial statements in accordance with the provisions of the accounting standards for business enterprises to achieve a fair reflection, and designing, implementing and maintaining necessary internal control so that the financial statements are free from material misstatement due to fraud or error.
When preparing the financial statements, the management is responsible for evaluating the going concern ability of China Dive Company Limited(300526) and disclosing the matters related to going concern and applying the going concern assumption, unless the management plans to liquidate China Dive Company Limited(300526) , terminate the operation or has no other realistic choice.
The management is responsible for supervising the financial reporting process of China Dive Company Limited(300526) .
7、 CPA’s responsibility for the audit of financial statements our goal is to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement caused by fraud or error, and issue an audit report containing audit opinions. Reasonable assurance is a high-level assurance, but it does not guarantee that the audit performed in accordance with the audit standards will always be found when a major misstatement exists. Misstatement may be caused by fraud or error. If it is reasonably expected that the misstatement alone or in summary may affect the economic decisions made by the users of the financial statements based on the financial statements, the misstatement is generally considered to be significant.
In the process of carrying out the audit work in accordance with the audit standards, we use professional judgment and maintain professional doubt. At the same time, we also carry out the following work:
(I) identify and assess the risks of material misstatement of financial statements due to fraud or error, design and implement audit procedures to deal with these risks, and obtain sufficient and appropriate audit evidence as the basis for issuing audit opinions. Since fraud may involve collusion, forgery, intentional omission, misrepresentation or override of internal control, the risk of failing to find major misstatement caused by fraud is higher than that caused by error.
(II) understand the internal control related to the audit, so as to design appropriate audit procedures, but the purpose is not to express opinions on the effectiveness of internal control.
(III) evaluate the appropriateness of accounting policies selected by the management and the rationality of accounting estimates and related disclosures. (IV) draw a conclusion on the appropriateness of the management’s use of the going concern assumption. At the same time, according to the audit evidence obtained, draw a conclusion on whether there are major uncertainties in the matters or circumstances that may lead to major doubts about China Dive Company Limited(300526) going concern ability. If we conclude that there is significant uncertainty, the auditing standards require us to draw the attention of statement users to the relevant disclosures in the financial statements in the audit report; If the disclosure is insufficient, we should express a non unqualified opinion. Our conclusions are based on the information available as of the date of the audit report. However, future events or circumstances may cause China Dive Company Limited(300526) unable to continue its business.
(V) evaluate the overall presentation, structure and content of the financial statements, and evaluate whether the financial statements fairly reflect relevant transactions and events.
(VI) obtain sufficient and appropriate audit evidence on the financial information of entities or business activities in China Dive Company Limited(300526) to express an opinion on the financial statements. We are responsible for guiding, supervising and executing the group audit. We are fully responsible for the audit opinion.
We communicated with the management on the planned audit scope, schedule and major audit findings, including the internal control defects that we identified in the audit.
We also provide a statement to the management that we have complied with the professional ethics requirements related to independence, and communicate with the management all relationships and other matters that may reasonably be considered to affect our independence, as well as relevant preventive measures. From the matters communicated with the management, we determine which matters are the most important for the audit of the current financial statements, thus constituting key audit matters. We describe these matters in the audit report, unless laws and regulations prohibit the public disclosure of these matters, or in rare cases, if the negative consequences of communicating a matter in the audit report are reasonably expected to exceed the benefits in the public interest, we determine that we should not communicate the matter in the audit report. China Certified Public Accountants of Asia Pacific (Group) certified public accountants:
(special general partnership) (project partner)
Chinese certified public accountant:
Beijing, China April 20, 2002
