Financial Performance - The net profit attributable to the parent company for 2013 was CNY 33,563,745.70, with a year-end undistributed profit of CNY -434,666,152.77, indicating a negative profit distribution condition [6]. - The company plans not to distribute profits for 2013 due to the negative profit condition, which requires shareholder approval [6]. - In 2013, the company's operating revenue was CNY 10,444,483.87, a decrease of 58.03% compared to CNY 24,883,377.65 in 2012 [30]. - The net profit attributable to shareholders was CNY 33,563,745.70 in 2013, recovering from a loss of CNY 48,370,943.70 in 2012 [30]. - The company reported a total of CNY 66,405,995.97 in non-recurring gains and losses for 2013, compared to a loss of CNY 5,370,172.84 in 2012 [32]. - The company’s basic earnings per share for 2013 was CNY 0.17, recovering from a loss of CNY 0.24 in 2012 [31]. - The company’s net assets attributable to shareholders increased to CNY 44,063,786.95 from a negative CNY 127,232,908.97 in 2012 [30]. - The company reported a net profit for 2013, largely due to non-recurring gains and debt restructuring benefits [71]. Business Transformation - The company is actively pursuing a business transformation strategy, which is still uncertain and poses investment risks [6]. - The company has shifted its main business focus to cultural event planning and management, as well as property leasing, since 2014 [24]. - The company’s major shareholder has conducted thorough research on the current situation and development plans before approving the business transformation strategy [6]. - The company plans to focus on cultural tourism and related industries, including performance management, hotel management, and the development of film and animation [85]. - The future main business will focus on tourism culture and related industries, including tourism resource operation, commercial performances, cultural event planning, and hotel management [90]. - The company is currently in the early stages of developing new business and is actively seeking target assets for integration to reduce operational risks [90]. Shareholder and Capital Structure - The company plans to raise CNY 51,600 million through a private placement to improve financial conditions and support new business development [43]. - The non-public offering aims to raise approximately RMB 516 million, with RMB 220 million allocated for debt repayment and the remainder for working capital [83]. - The issuance price for the non-public offering is set at RMB 5.16 per share, which is 90% of the average trading price over the previous 20 trading days [77]. - The company will share undistributed profits with new and old shareholders after the completion of the non-public offering [80]. - The lock-up period for shares subscribed by Guangxi Zhengde is set at 36 months from the listing date of the non-public offering shares [79]. - The company aims to enhance its capital structure and asset quality through the participation of Guangxi Zhengde in the non-public offering [73]. - The company is planning to integrate resources through a strategic approach to ensure sustainable growth in the tourism culture sector [90]. Debt and Financial Management - The company’s total liabilities were reduced by CNY 20,472.40 million through debt restructuring efforts [42]. - The company intends to clear its debts as a priority and is negotiating loans to address overdue debts [87]. - The company signed a debt restructuring supplementary agreement with China Merchants Bank, agreeing to pay RMB 55,397,689.87 by January 31, 2014, to eliminate all debt relationships [107]. - The company has signed a debt restructuring agreement with China Merchants Bank, resulting in a capital reserve increase of CNY 53.64741772 million and a debt restructuring gain of CNY 37.20603688 million [182]. - The company has received a debt waiver from Mr. Huang Guozhong for a total of CNY 112.114 million, which will increase the capital reserve by CNY 84.0855325 million after tax deductions [181]. - The company has a repayment obligation of RMB 99,478,582.84 as of January 6, 2014, related to a court judgment [148]. Legal and Compliance Issues - As of December 31, 2013, the company had unresolved litigation cases totaling RMB 39,237,639.10, with expected supplier losses of RMB 3,743,293.82 and expected guarantee losses of RMB 50,624,642.11, amounting to a total estimated loss of RMB 54,367,935.93 [108]. - The company has a civil lawsuit involving a payment dispute with Shenzhen Darui, with a claim amount of RMB 34,153,493.36, and has recognized a provision for expected liabilities of RMB 50,624,642.11 [111]. - The company has ongoing litigation cases with a total claim amount of RMB 1,350,000.00 related to construction project disputes, with expected liabilities recognized [112]. - The company has not faced any administrative penalties or public reprimands from the China Securities Regulatory Commission during the reporting period [157]. Corporate Governance - The company is committed to improving its corporate governance structure and fulfilling its social responsibilities [98]. - The company is actively communicating with stakeholders regarding major asset restructuring and share transfer situations [100]. - The company plans to revise its profit distribution policy to protect the rights of minority investors, in line with regulatory requirements [93]. - The company has not made any changes to its accounting policies or estimates during the reporting period [92]. - The company has not experienced any non-operational fund occupation by controlling shareholders or related parties during the reporting period [7]. - The company has not provided any guarantees in violation of regulatory decision-making procedures during the reporting period [8].