Group 1 - The audit opinion states that the financial statements of Xinjiang Congling Energy Co., Ltd. fairly reflect its financial position as of December 31, 2024, and December 31, 2023, in accordance with accounting standards [1][4] - The company reported operating revenue of 355.63 million yuan for 2024 and 334.58 million yuan for 2023, indicating a growth in revenue [1][4] - Key audit matters include revenue recognition, which is critical due to its significance to the company's profits [1][4] Group 2 - The company is engaged in the black metal mining industry, with its main business activities including mining and processing of mineral resources [5][8] - The financial report was approved by the board of directors on May 23, 2025 [5][8] - The company has a registered capital of 250 million yuan and is located in the Akto County of Xinjiang [5][8] Group 3 - The financial statements are prepared based on the going concern assumption, with no significant doubts about the company's ability to continue operations [6][8] - The company follows the accrual basis of accounting and recognizes revenue when control of goods or services is transferred to customers [30][29] - The company has established various accounting policies, including those for financial instruments, inventory, and employee compensation [8][29]

Audit Opinion - The audit report concludes that the financial statements of Jiangsu Hongze Lake Dashi Smart Medical and Nursing Co., Ltd. fairly reflect its financial position as of May 31, 2025, and December 31, 2024, as well as its operational results and cash flows for the periods ending May 31, 2025, and the year 2024 [1][2]. Company Overview - Jiangsu Hongze Lake Dashi Smart Medical and Nursing Co., Ltd. is registered with a capital of 471.4241 million RMB and operates in integrated health services, health management, and medical project investment and operation [2][3]. Financial Reporting Basis - The financial statements are prepared in accordance with the accounting standards issued by the Ministry of Finance, using the accrual basis of accounting and historical cost measurement, except for certain financial instruments [3][4]. Accounting Policies - The company employs various accounting policies, including the classification and measurement of financial assets and liabilities, impairment of assets, and revenue recognition based on the transfer of control of goods or services to customers [5][6][28][29]. Financial Assets and Liabilities - Financial assets are classified into categories based on the business model for managing them and their cash flow characteristics, with specific measurement bases for each category [5][6][7]. - Financial liabilities are classified as either measured at fair value with changes recognized in profit or loss or other financial liabilities measured at amortized cost [7][8]. Revenue Recognition - Revenue is recognized when the company fulfills its performance obligations in contracts with customers, either at a point in time or over time, depending on the nature of the obligation [28][29].

Core Viewpoint - Yunnan Chengtou's 2024 annual report reveals significant increases in credit impairment losses, primarily due to bad debt provisions related to receivables from related parties, raising concerns about the company's financial health and risk management practices [1][2][3]. Group 1: Credit Impairment Losses - The company recognized credit impairment losses of 23.99 million yuan in 2024, a 403.51% increase compared to 2023, indicating a substantial rise in bad debt provisions [1]. - The top five receivables at year-end were all from related parties, with a total of 375 million yuan in other receivables, primarily consisting of land compensation, inter-company loans, and deposits, with an aging of over four years [1][2]. - The company only provided a bad debt provision of 36 million yuan for other receivables, resulting in a provision rate of less than 10%, while nearly 80% of other receivables were aged over three years [1][2]. Group 2: Related Party Transactions - As of December 31, 2024, the company had receivables from related parties totaling 121.23 million yuan, all arising from services provided to these entities [3]. - The top five related party receivables included amounts from Yunnan Chengtou Zhidi Co., Ltd. and Yunnan Chengtou Erhai Real Estate Co., Ltd., primarily for property management services [3]. - The company classified related party receivables as a low-risk portfolio, justifying the lack of bad debt provisions based on the historical performance and control by the parent company, Kanglv Group [3][4]. Group 3: Asset Disposal and Restructuring - The company has undergone significant asset disposals, with non-current asset disposal gains of 856 million yuan, 1.841 billion yuan, and 16 million yuan from 2022 to 2024, respectively [14]. - The company is transitioning its main business focus from real estate to property and commercial management, with commercial operations accounting for 43.77% of total revenue in 2024 [14]. - The company has recognized inventory impairment provisions of 182 million yuan related to its real estate development products [14].

Core Viewpoint - The company has faced significant increases in credit impairment losses, particularly related to receivables from related parties, raising concerns about its financial health and accounting practices [2][3][21]. Group 1: Credit Impairment Losses - In 2024, the company recognized credit impairment losses of 23.99 million yuan, a 403.51% increase compared to 2023, indicating a substantial rise in financial risk [2][3]. - The majority of the company's receivables are from related parties, with the top five receivables classified as low-risk, which has led to insufficient provisions for bad debts [2][3][5]. - The company has not provided impairment for contract assets, which are entirely related to engineering payments from associated parties [2][3]. Group 2: Receivables and Provisions - As of December 31, 2024, the company reported a total of 120.23 million yuan in receivables from related parties, with a significant portion being overdue [6][9]. - The company has categorized certain receivables from related parties as low-risk, justifying the lack of impairment provisions based on historical performance and expected recovery [5][9]. - The company has detailed the aging of receivables, with a significant amount being over three years old, raising questions about their recoverability [8][11]. Group 3: Asset Disposal and Restructuring - The company has undergone significant asset disposals, with non-current asset disposal gains reported at 856 million yuan in 2022 and 1841 million yuan in 2023, indicating a shift in business focus [21][22]. - As of the end of 2024, the company has not completed the registration of changes for several subsidiaries involved in previous asset restructuring, which may affect future operations [22][23]. - The company has recognized losses from debt restructuring, totaling 239 million yuan in 2022, reflecting ongoing financial challenges [21][22].

Audit Opinion - The audit report states that the financial statements of Yunnan Tin Indium Laboratory Co., Ltd. fairly reflect its financial position and operating results as of December 31, 2024, in accordance with accounting standards [1][2][3]. Management and Governance Responsibilities - The management is responsible for preparing the financial statements in accordance with accounting standards and maintaining internal controls to prevent material misstatements due to fraud or error [2][3]. - The governance body oversees the financial reporting process [2]. Auditor's Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [3][4]. - The auditor assesses risks of material misstatement and designs audit procedures to address these risks [3][4]. Company Overview - Yunnan Tin Indium Laboratory Co., Ltd. was established on August 24, 2016, and renamed on June 18, 2024, with a registered capital of 130 million RMB [5]. - The company operates in mineral resource research, technology development, and related services [5]. Financial Reporting Basis - The financial statements are prepared on a going concern basis, following the accounting standards issued by the Ministry of Finance [5]. - The company adheres to the accounting policies and estimates outlined in the financial statement notes [5]. Important Accounting Policies - The accounting period is based on the calendar year, from January 1 to December 31 [5]. - The company uses the historical cost principle for accounting, except for certain financial assets measured at fair value [5][6]. Consolidation Method - The consolidation scope is determined based on control, including the company and all subsidiaries [7][8]. - The financial results of subsidiaries are included in the consolidated financial statements from the date control is obtained [8][9]. Financial Instruments - Financial assets are classified based on the business model and cash flow characteristics, including those measured at amortized cost and fair value [13][14]. - The company recognizes expected credit losses based on credit risk assessments [17][23].

Company Overview - Hangzhou Wangying Technology Co., Ltd. was established on July 10, 2009, and is primarily engaged in brand retail, channel distribution, and brand operation management [1] - The actual controllers of the company are Yuan Zhenxing and Fu Yuanyuan [1] Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the accounting standards issued by the Ministry of Finance [1][2] - The accounting period is divided into annual and interim periods, with the fiscal year running from January 1 to December 31 [2] Accounting Policies and Estimates - The company has established specific accounting policies and estimates based on its operational characteristics, particularly regarding revenue recognition [2] - The company uses the accrual basis for accounting, except for certain financial instruments, and measures assets at historical cost unless impairment occurs [2] Financial Instruments - Financial assets are classified into categories based on the business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [3][4] - Financial liabilities are classified as either measured at fair value with changes recognized in profit or loss or other financial liabilities measured at amortized cost [6][7] Impairment and Credit Losses - The company assesses expected credit losses for financial assets and recognizes loss provisions based on the risk of default [11][12] - Expected credit losses are calculated based on historical loss experience and current economic conditions [13][14] Inventory and Costing - Inventory is measured at the lower of cost and net realizable value, with costs including procurement, labor, and other expenses [15][16] - The company uses a perpetual inventory system and applies a weighted average method for inventory valuation [15] Non-Current Assets - Non-current assets held for sale are not depreciated or amortized, and any impairment losses are recognized if the carrying amount exceeds the fair value less costs to sell [20][18] - Fixed assets are depreciated using the straight-line method over their useful lives, which are reviewed annually [21][22] Intangible Assets - Intangible assets are initially measured at cost, and development costs are recognized as intangible assets if specific criteria are met [23][24] - The company reviews the useful lives and amortization methods of intangible assets at year-end [23]

要求，我们就重组问询函第1题中要求审计机构核查并发表明确意见的事项进行 了核查，回复如下： 关于佳沃食品股份有限公司 重组问询函 之回复 XYZH/2025BJAA11F0098 佳沃食品股份有限公司 深圳证券交易所创业板公司管理部： 信永中和会计师事务所（特殊普通合伙）（以下简称"我们"或"会计师"） 通过佳沃食品股份有限公司（以下简称"公司"）收悉深圳证券交易所创业板公 司管理部于2025年5月9日下发的《关于对佳沃食品股份有限公司的重组问询函》 （创业板并购重组问询函〔2025〕第3号） (以下简称"问询函")。根据问询函 下简称"佳沃品鲜"）出售所持有的北京佳沃臻诚科技有限公司（以下简称"佳 沃臻诚")100%股权，交易定价为 1 元。截至评估基准日，佳沃臻诚评估价值为 -5475.16 万元。 请你公司说明出售佳沃臻诚 100%股权的具体会计处理、合规性及其对你公 司合并财务报表、个别财务报表的具体影响。请独立财务顾问及审计机构核查 并发表明确意见。 回复： 本次佳沃臻诚股权转让前后均受上市公司控股股东同一方控制，且上市公司 明显单方面获益，故其经济实质具有资本投入性质，形成的利得应计入所有者权 益 ...

Group 1 - The audit report indicates that the financial statements of Yanzhou Dongfang Electromechanical Co., Ltd. fairly reflect its financial position as of December 31, 2024, and its operational results and cash flows for the year 2024 in accordance with accounting standards [2][5]. - The company was established on December 7, 1990, with a registered capital of 50 million RMB, and is located in Zoucheng City, Shandong Province [5][6]. - The main business of the company includes the research, design, manufacturing, and service of general explosion-proof electrical and automation products [5][6]. Group 2 - The company operates in the electrical machinery and equipment manufacturing industry, focusing on products such as mining explosion-proof electrical products, high and low voltage switchgear, and automation systems [5][6]. - The financial statements are prepared based on the going concern assumption, indicating that the company has the ability to continue its operations for at least 12 months from the reporting date [6][7]. - The company adheres to the accounting principles set forth by the Ministry of Finance and the China Securities Regulatory Commission, ensuring that its financial reporting is in compliance with relevant regulations [6][7].

Company Overview - Jiangsu Guangxin Photosensitive New Materials Co., Ltd. was established on January 25, 2006, originally as a foreign-funded enterprise and later transformed into a domestic enterprise [1] - The company specializes in the fine chemical industry, focusing on the research, production, and sales of photosensitive materials, with its core product being specialized inks [1] Financial Reporting - The financial statements are prepared in accordance with the accounting standards issued by the Ministry of Finance and relevant regulations [1] - The financial statements reflect the company's financial position as of December 31, 2024, and its operational results for the year [1] Accounting Policies - The company adopts a calendar year as its accounting period, with a business cycle of 12 months [1] - The accounting policies include depreciation of fixed assets, amortization of intangible assets, and revenue recognition [1] Importance Standards - Significant single items for bad debt provisions are those where the amount accounts for 10% of the total bad debt provisions [1] - Important construction projects are those where the amount exceeds 0.5% of the total assets [1] Business Operations - The company operates in the fine chemical industry, primarily producing photosensitive materials suitable for high-tech applications [1] - The main products include specialized inks and coatings [1] Financial Instruments - Financial instruments are recognized when the company becomes a party to the financial contract [7] - The classification of financial assets includes those measured at amortized cost and those measured at fair value [9] Inventory Management - Inventory is classified into raw materials, work in progress, finished goods, and other categories [18] - The company uses a perpetual inventory system and applies a weighted average method for inventory valuation [18] Long-term Investments - Long-term equity investments are accounted for using the cost method or equity method depending on the level of control [19][20] - The initial investment cost for equity investments is determined based on the fair value of the consideration paid [19]

Company Overview - Fujian Guangshentang Pharmaceutical Co., Ltd. was established as a joint-stock company from the transformation of Fujian Guangshentang Pharmaceutical Co., Ltd. [1] - The company is located in Fujian Province, with its registered capital and paid-in capital both amounting to 159.267 million RMB as of December 31, 2024 [3]. Business Nature and Activities - The company operates in the pharmaceutical manufacturing industry, with a business scope that includes drug production, wholesale, retail, food sales, health food production, and drug import/export [3]. - The company has 13 subsidiaries included in its consolidated financial statements, with an increase of 2 subsidiaries compared to the previous period [3]. Financial Reporting - The financial statements were approved by the board of directors on April 16, 2025 [4]. - The company prepares its financial statements based on actual transactions and events, adhering to the accounting standards set by the Ministry of Finance [4]. Financial Condition - The company has experienced continuous losses over the past three years due to significant R&D investments, with a consolidated asset-liability ratio of 72.42% as of December 31, 2024 [4]. - The company has a total of 300 million RMB in borrowings, with available cash of 143 million RMB and unused credit lines of 125 million RMB, indicating a strategy to maintain liquidity [4]. Capital Structure - The company issued 17.5 million A-shares in 2015, with 3.5 million shares being transferred and 14 million new shares issued [1]. - In 2021, the company issued 18.777 million shares to specific investors, with the new shares listed on July 9, 2021 [1]. Stock Option Plan - The company approved a stock option incentive plan, allowing 22 eligible participants to exercise 798,000 stock options at a price of 31.23 RMB per share, with a total exercise amount of approximately 15.3 million RMB [2].