Anti counterfeiting No.: 02722022041104053909 Zhongshen Zhonghuan Certified Public Accountants (special general partnership) signed
Report No.: zhsz [2022] 1710067
Client: Caissa Tosun Development Co.Ltd(000796)
Name of auditee: Caissa Tosun Development Co.Ltd(000796) wechat scan to query the authenticity location of auditee: Hainan Sanya City firm name: Zhongshen Zhonghuan Certified Public Accountants (special general contract)
(partner)
Report type: financial statement audit (qualified opinion)
Report date: April 29, 2022
Filing date: April 29, 2022
Signature: Certified Public Accountant: Lu Jian, Chen Ji
Caissa Tosun Development Co.Ltd(000796) (consolidated) 2021 annual audit report
Firm name: Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Tel: 02786781083
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Caissa Tosun Development Co.Ltd(000796)
Notes to financial statements
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company
Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company”, “the company” or ” Caissa Tosun Development Co.Ltd(000796) “) came from the renaming of easy Food Group Co., Ltd. (hereinafter referred to as “easy food”) and HNA Caesar Tourism Group Co., Ltd. the predecessor of easy Food Co., Ltd. was Baoji shopping mall (Group) Co., Ltd. (hereinafter referred to as “Baoshang Co., Ltd.). Baoshang Co., Ltd. was approved by Shaanxi Economic System Reform Commission” Shaan gaifa (1992) No. 69 ” With the approval of “Shaan gaifa (1993) No. 4” and “Shaan Guban (1993) No. 3”, it was a joint stock limited company established by directional offering with the original Baoji shopping mall as the initiator in March 1993. The registered address of the company is room 618, 6 / F, building 1, Fenghuang Island, Tianya District, Sanya City, Hainan Province. The current headquarters is located at 29 / F, block C, Guorui building, Meilan District, Haikou City, Hainan Province.
The main businesses of the company and its subsidiaries (hereinafter collectively referred to as “the group”) are tourism services, aviation, railway catering services, etc. The main customers of tourism service business are individual tourists, peer travel agencies, etc; The main customers of catering service business are airlines and high-speed rail passengers.
The financial statements have been approved by the board of directors of the company on April 29, 2022.
The parent company of the company is Caesar Sega Tourism Management Consulting Co., Ltd. (hereinafter referred to as “Caesar Sega Co., Ltd.); The ultimate controller of the company is Mr. Chen Xiaobing.
As of December 31, 2021, the group has 80 subsidiaries included in the consolidation scope. See note VIII “equity in other entities” for details. The consolidation scope of the group this year increased by 7 and decreased by 9 compared with the previous year. See note VII “change of consolidation scope” for details.
2、 Preparation basis of financial statements
1. Preparation basis
The financial statements of the group are based on the assumption of going concern, according to the actual transactions and events, and in accordance with the accounting standards for business enterprises – Basic Standards (issued by order No. 33 of the Ministry of Finance and revised by order No. 76 of the Ministry of Finance), 41 specific accounting standards, application guidelines of accounting standards for business enterprises issued and revised on and after February 15, 2006 The interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as the “accounting standards for business enterprises”) and the preparation of the disclosure provisions of 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.
According to the relevant provisions of the accounting standards for business enterprises, the accounting of the group is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
2. Going concern
Affected by the epidemic, the group has accumulated a loss of 138844500 yuan in recent two years. As of December 31, 2021, the shareholders’ equity attributable to the parent company was 1351829 million yuan, and the total amount of current liabilities exceeded the total amount of current assets by 1095749300 yuan.
The above matters indicate that there may be major uncertainties that have major doubts about the group’s ability to continue as a going concern. In view of the above, the group has actively made plans and taken relevant measures in the face of the current difficulties of the company, including but not limited to:
(1) While the company keeps steadily promoting the existing main business according to the market demand, it actively explores innovative business and strives to improve the company’s performance. The company follows the national policies and guidance on “national economic and social development”, “tourism development”, “aging development” and “sports competition industry development”, and constantly looks for development opportunities in combination with its own business. At the same time, taking the opportunity of the development of Hainan free trade port, combined with its historical accumulation in retail stores, resource integration and service delivery, it has laid out a one-stop community service station, and built a supply chain and operation platform for destination products. On the other hand, relying on the service capacity accumulated by the company’s five service Olympic events and organizing many social sports activities and events, and combined with the advantages of teamchina’s exclusive franchise authorization, build the event service + sports IP and cultural and Expo IP development and operation business system; In 2022, the company will continue to serve as the service provider of the national team and undertake the service guarantee of the national team and professional teams in the Asian Games and other events outside China.
(2) Strengthen internal operation and management, promote resource integration, strictly control costs, optimize staffing, effectively reduce operating costs, improve quality and efficiency.
(3) Strengthen cash flow management, focus on the collection of various operating funds, strengthen the recovery of historical arrears, and continue to regulate and reduce various cost budgets to ensure the balance of operating funds.
(4) Make full use of the national policy to support the recovery and development of difficult industries in the service industry, and actively communicate with banks and other financial institutions to ensure that loans are not cut off or withdrawn. At the same time, actively seek external financial support to supplement the enterprise’s sustainable and operating funds.
To sum up, the financial statements are prepared on the basis of going concern assumption.
3、 Statement of compliance with accounting standards for business enterprises
The financial statements prepared by the company comply with the requirements of the accounting standards for business enterprises and truly and completely reflect the financial position of the company and the group as of December 31, 2021 and the operating results and cash flow of 2021.
In addition, the financial statements of the company and the group comply in all material respects with the disclosure requirements of the financial statements and notes in the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports revised by the China Securities Regulatory Commission in 2014.
4、 Significant accounting policies and accounting estimates
According to the actual production and operation characteristics and the provisions of relevant accounting standards for business enterprises, the group has formulated several specific accounting policies and accounting estimates for transactions and events such as revenue recognition. See the description of “revenue” in note IV and 30 for details. For the description of significant accounting judgments and estimates made by the management, please refer to note IV, 37 “significant accounting judgments and estimates”.
1. Accounting period
The accounting period of the group is divided into annual period and interim period, which refers to the reporting period shorter than a complete accounting year. The accounting year of the group is the Gregorian calendar year, i.e. from January 1 to December 31.
2. Business cycle
The normal business cycle refers to the period from the purchase of assets for processing to the realization of cash or cash equivalents. The group takes 12 months as an operating cycle and takes it as the liquidity division standard of assets and liabilities. 3. Recording currency
RMB is the currency in the main economic environment in which the company and its domestic subsidiaries operate. The company and its domestic subsidiaries use RMB as the bookkeeping base currency. CAISSA touristic DMC (Hong Kong) Group Limited and caissaturistic (Group) AG, overseas subsidiaries of the company China International Travel Center Hamburg GmbH, CAISSA tourism (UK) Limited, CAISSA DMC (US), Inc., caissabusiness services (Hong Kong) Co, Ltd., caissajapan Co., Ltd., Kangtai Travel Agency Co., Ltd. and Kangtai Travel Agency (Macao) Co., Ltd. determine euro or US dollar, British pound, Japanese Yen and Macao dollar as their bookkeeping base currency according to the currencies in the main economic environment in which they operate. The currency used by the group in preparing the financial statements is RMB.
4. Accounting treatment methods for business combinations under the same control and not under the same control
Business combination refers to the transaction or event in which two or more separate enterprises are combined to form a reporting entity. Business combinations are divided into business combinations under the same control and business combinations not under the same control.
(1) Business combination under the same control
A business combination under the same control is a business combination in which the enterprises participating in the merger are ultimately controlled by the same party or the same parties before and after the merger, and the control is not temporary. For business combinations under the same control, the party that obtains control over other enterprises participating in the merger on the merger date is the merging party, and other enterprises participating in the merger are the merged party. The merger date refers to the date on which the combining party actually obtains control over the merged party.
The assets and liabilities acquired by the combining party shall be measured at the book value of the combined party on the combining date. The difference between the book value of the net assets obtained by the combining party and the book value of the merger consideration paid (or the total face value of the issued shares) shall be adjusted to the capital reserve (share capital premium); If the capital reserve (capital stock premium) is insufficient to offset, the retained earnings shall be adjusted. All direct expenses incurred by the combining party for business combination shall be included in the current profit and loss when incurred.
(2) Business combination not under the same control
A business combination not under the same control is a business combination in which the enterprises participating in the merger are not ultimately controlled by the same party or the same parties before and after the merger. For business combinations not under the same control, the party that obtains control over other enterprises participating in the merger on the acquisition date is the purchaser, and other enterprises participating in the merger are the acquiree. The date of purchase refers to the date on which the purchaser actually obtains control over the acquiree.
For business combination not under the same control, the combination cost includes the fair value of assets paid, liabilities incurred or assumed and equity securities issued by the acquirer to obtain the control over the acquiree on the acquisition date. The intermediary expenses such as audit, legal services, evaluation and consultation and other management expenses incurred for business combination are included in the current profit and loss when incurred. The transaction costs of equity securities or debt securities issued by the Purchaser as merger consideration shall be included in the initial recognition amount of equity securities or debt securities. The contingent consideration involved shall be included in the merger cost according to its fair value on the acquisition date. If there is new or further evidence of the existing situation on the acquisition date within 12 months after the acquisition date and the contingent consideration needs to be adjusted, the consolidated goodwill shall be adjusted accordingly. The combination costs incurred by the acquirer and the identifiable net assets obtained in the combination shall be measured at the fair value on the acquisition date. The difference between the combination cost and the fair value of the identifiable net assets obtained by the acquiree on the acquisition date is recognized as goodwill. If the merger cost is less than the fair value of the identifiable net assets of the acquiree obtained in the merger, the fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree obtained and the measurement of the merger cost shall be reviewed first. If the merger cost is still less than the fair value of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profit and loss.
If the deductible temporary difference obtained by the purchaser from the acquiree is not recognized on the acquisition date because it does not meet the recognition conditions of deferred income tax assets, within 12 months after the acquisition date, if new or further information indicates that the relevant situation on the acquisition date already exists and the economic benefits brought by the deductible temporary difference of the acquiree on the acquisition date are expected to be realized, the relevant deferred income tax assets shall be recognized and the goodwill shall be reduced, If the goodwill is insufficient to be offset, the difference shall be recognized as current profits and losses; In addition to the above circumstances, the deferred income tax assets related to business combination shall be included in the current profits and losses.
For business combinations not under the same control realized step by step through multiple transactions, according to the notice of the Ministry of Finance on printing and distributing the interpretation of accounting standards for Business Enterprises No. 5 (CAI Kuai [2012] No. 19) and the judgment standard of “all sub transactions” in Article 51 of accounting standards for Business Enterprises No. 33 – consolidated financial statements (see note IV, 5 “preparation method of consolidated financial statements” (2)), Judge whether the multiple transactions belong to “package deal”. If it is a “package deal”, the accounting treatment shall be carried out with reference to the description in the previous paragraphs of this part and note IV and 14 “long-term equity investment”; If it is not a “package deal”, separate individual financial statements from consolidated financial statements for relevant accounting treatment:
In individual financial statements, the sum of the book value of the equity investment held by the acquiree before the acquisition date and the new investment cost on the acquisition date shall be regarded as the initial investment cost of the investment; If the equity of the acquiree held before the acquisition date involves other comprehensive income, the other comprehensive income related to the investment shall be accounted for on the same basis as the acquiree’s direct disposal of relevant assets or liabilities.
In the consolidated financial statements, the equity of the acquiree held before the acquisition date is remeasured according to the fair value of the equity on the acquisition date, and the difference between the fair value and its book value is included in the current investment income; If the equity of the acquiree held before the acquisition date involves other comprehensive income, the relevant other comprehensive income shall be accounted for on the same basis as the acquiree’s direct disposal of relevant assets or liabilities.
5. Preparation method of consolidated financial statements
(1) Principles for determining the scope of consolidated financial statements
The consolidation scope of the consolidated financial statements is determined on the basis of control. Control means that the group has the power over the investee through
