Gosun Holdings Co.Ltd(000971) board of directors
Matters involved in the audit report on the qualified opinion in 2021
Special description of
Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) hired ZTC Guanghua Certified Public Accountants (special general partnership) to audit the financial statements of the company in 2021 and issued the audit report ZTC Guanghua Shenhui Zi (2022) No. 223024 with qualified opinions. In accordance with the relevant provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – Part IV of business handling: 4.1 matters related to the disclosure of periodic reports, etc, The board of directors of the company explained the matters involved in the audit report with qualified opinions as follows:
1、 Matters involved in the qualified opinion audit report
The paragraph “basis for forming a qualified opinion” in the audit report is stated as follows:
As stated in notes V and 29 to the financial statements, Yuan Jianing, the former shareholder of yingyue network, a subsidiary of the company, should compensate Gaosheng holding for 26251609 shares due to the failure to complete the performance commitment. As the Gaosheng holding shares held by Yuan Jianing are pledged, they have not been repurchased. We cannot determine whether the company’s accounting treatment of recording its own share settled contingent consideration into other equity instruments is in line with the essence of economic business.
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 Gaosheng holding company 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.
2、 Opinions of the board of directors on the qualified audit report
1. The board of directors of the company has been aware of the matters involved in the reservation, and the matters involved are consistent with the facts,
Agree with the qualified audit report issued by ZTE caiguanghua.
2. The board of directors of the company believes that the financial statements of the company are prepared in accordance with the accounting standards for business enterprises in all major aspects, and fairly reflect the financial position of the company as of December 31, 2021 and the operating results and cash flow of 2021.
3. The impact of the above reserved opinions on the company’s financial situation and operating results in 2021: the number of shares that should be compensated by Yuan Jianing and Wang Yu, the former shareholders of yingyue network, the company’s subsidiaries, due to the failure to complete the performance commitment, is 32969408 shares, and the company has repurchased and cancelled 6717799 shares that should be compensated by Wang Yu, the former shareholder of yingyue network. As the shares of the company held by Yuan Jianing are pledged, the remaining 26251609 shares to be compensated have not been repurchased and cancelled. If the pledge of the above 26251609 shares is lifted and the company’s repurchase and zhongdeng cancellation cannot be completed, it may have a significant impact on other equity instruments of the company.
3、 Specific measures to eliminate the matter and its impact
The board of directors and management of the company will take the following measures to eliminate possible adverse effects:
1. The board of directors of the company will urge the management to solve the repurchase and cancellation of Yuan Jianing’s compensated shares as soon as possible. The specific methods include: urging yuan Jianing to lift the pledge of his compensated shares as soon as possible, urging him to obtain the company’s circulating shares through other means to complete the repurchase and cancellation, compensating the company in the form of cash compensation or through other practical schemes. If none of the above methods can be solved, the company will take legal proceedings and other means to complete the repurchase and cancellation of Yuan Jianing’s compensated shares as soon as possible, or recover the compensation for equivalent cash consideration, so as to safeguard the legitimate rights and interests of the company and minority shareholders according to law and ensure that the interests of listed companies are not damaged.
2. The company will continue to do a good job in information disclosure, and the company will timely perform the obligation of information disclosure when relevant matters make progress.
Gosun Holdings Co.Ltd(000971) board of directors April 26, 2002
