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].

Company Overview - The company, State Grid Information Communication Yili Technology Co., Ltd., was established on December 27, 2000, in Xiamen, with an initial registered capital of RMB 50 million, which has since increased to RMB 409.6 million [1][4] - The company underwent several name changes and ownership transfers, becoming a wholly-owned subsidiary of the State Grid Electric Power Research Institute in 2012 and later the State Grid Information Communication Industry Group Co., Ltd. in 2015 [1][3] Business Activities - The company's main business activities include software development, data processing and storage support services, information system integration services, digital content production, integrated circuit design, enterprise management consulting, and various technology services [2][3] - The company also engages in manufacturing and sales of network equipment, mobile terminal devices, and various electronic instruments, as well as providing cloud computing and energy storage technology services [2] Financial Reporting - The financial statements are prepared based on the going concern assumption, following the accounting standards issued by the Ministry of Finance, and reflect the company's financial position as of March 31, 2025, and December 31, 2024 [4][5] - The company adheres to the accrual basis of accounting, ensuring that transactions are recorded when they occur, rather than when cash is received or paid [4] Accounting Policies - The company has established specific accounting policies and estimates based on its operational characteristics, including the treatment of business combinations and the recognition of financial assets and liabilities [6][10] - The company classifies financial assets into categories based on their management model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [15][16] Risk Management - The company assesses expected credit losses for financial assets, applying a general approach or simplified approach based on the credit risk characteristics of the assets [22][23] - The company recognizes impairment losses for financial assets measured at amortized cost and those measured at fair value through other comprehensive income [22][25]

Core Viewpoint - Wuhan Nongshang Environment Co., Ltd. reported significant revenue growth in 2024, but faced a substantial decline in net profit and cash flow, raising concerns about the authenticity and accuracy of revenue recognition practices [2][5][12]. Financial Performance - The company achieved operating revenue of 232 million yuan in 2024, a year-on-year increase of 224.30%, with Q4 revenue of 125 million yuan accounting for 54.17% of total revenue [2][5]. - The net profit attributable to shareholders was -77.08 million yuan, a decline of 158.96% year-on-year, and the net cash flow from operating activities was -43.12 million yuan, down 291.85% [2][5]. Revenue Recognition and Audit Procedures - The audit procedures included verifying sales contracts, assessing internal controls, and confirming customer operations through site visits to ensure revenue recognition complied with accounting standards [2][3][4]. - The audit firm confirmed that the revenue changes during the reporting period did not show significant anomalies and that sufficient audit evidence was obtained to support the authenticity and accuracy of the reported revenue [2][5]. Business Segments - The landscape construction business generated 110 million yuan in revenue, accounting for 47.68% of total revenue, with a year-on-year growth of 69.29% [5][9]. - The cost of landscape construction projects was 101 million yuan, reflecting a year-on-year increase of 75.66% [5][9]. Market Conditions and Challenges - The real estate sector's downturn has intensified competition in the landscape construction market, leading to pressure on project costs and profit margins [9][12]. - The company has been actively reducing the scale of its landscape construction business and focusing on cost reduction and efficiency improvement strategies [12][24]. New Business Development - In 2023, the company began its foray into the computing power service sector, with this segment contributing 46.66% to total revenue in 2024, indicating a strategic shift towards new business models [12][24]. - The computing power service business includes various segments such as customized equipment sales, leasing, and data center construction, which are expected to enhance customer acquisition capabilities [12][24]. Customer Base and Revenue Sustainability - The company has established a diverse customer base in the computing power service sector, which is crucial for sustainable revenue growth [22][24]. - The main cost components for the computing power service business include fixed asset depreciation, raw material inputs, and labor costs, with a stable procurement channel established to ensure material supply [22][23].

| | 深圳市易天半导体设备有限公司 | | --- | --- | | | 审计报告 | | 索引 | 页码 | | 审计报告 | 1-2 | | 公司财务报表 | | | — 资产负债表 | 1-2 | | — 利润表 | 3 | | — 现金流量表 | 4 | | — | 所有者权益变动表 5-6 | | — 财务报表附注 | 7-55 | | | 审计报告 | XYZH/2025SZAA3B0078 深圳市易天半导体设备有限公司 深圳市易天半导体设备有限公司全体股东： 一、 审计意见 我们审计了深圳市易天半导体设备有限公司（以下简称易天半导体）财务报表，包 括 2024 年 12 月 31 日的资产负债表，2024 年度的利润表、现金流量表、所有者权益变 动表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制，公允反 映了易天半导体 2024 年 12 月 31 日的财务状况以及 2024 年度的经营成果和现金流量。 二、 形成审计意见的基础 我们按照中国注册会计师审计准则的规定执行了审计工作。审计报告的"注册会计 师对财务报表审计的责任"部分进一步阐述了我们在这 ...

Company Overview - Shanghai Xinxing Crystal Investment Semiconductor Technology Co., Ltd. was established in April 2022 with a registered capital of RMB 2.99 billion, which was later reduced to RMB 2.91 billion after a capital reduction [1][2]. - The main investors include Shanghai Xinxing Semiconductor Technology Co., Ltd. (51.84%), Haifu Semiconductor Venture Capital (Jiaxing) Partnership (42.81%), and others [1][2]. Financial Reporting - The financial statements are prepared in accordance with the accounting standards issued by the Ministry of Finance and reflect the company's financial position as of December 31, 2023, and December 31, 2024 [1][2]. - The company adopts a continuous operation basis for its financial reporting [1]. Accounting Policies - The company uses the Chinese Yuan (RMB) as its functional currency and recognizes cash and cash equivalents based on liquidity and risk of value change [1][2]. - Financial instruments are classified at initial recognition into categories such as amortized cost, fair value through other comprehensive income, and fair value through profit or loss [2][3]. Financial Performance - As of December 31, 2024, the company reported total cash and cash equivalents of approximately RMB 1.17 billion, a decrease from RMB 2.93 billion in 2023 [14]. - Accounts receivable increased from RMB 257.37 million in 2023 to RMB 469.23 million in 2024, indicating a significant growth in sales or credit terms [14]. Inventory and Assets - Inventory is classified into raw materials, work in progress, and finished goods, measured at the lower of cost and net realizable value [8]. - Long-term equity investments are accounted for using the cost method, and any dividends received are recognized as investment income [8]. Revenue Recognition - Revenue is recognized when control of goods or services is transferred to customers, which occurs at the point of delivery [11][12]. - The company also recognizes government grants as deferred income, which is amortized over the useful life of the related assets [13]. Taxation - The company is subject to various taxes, including a corporate income tax rate of 25% and value-added tax rates of 6%, 9%, and 13% depending on the nature of the goods or services [10].

Core Viewpoint - The company, Fanwei Network Technology Co., Ltd., reported a significant reliance on its localized authorized operation centers for revenue generation, with over 95% of its operating income derived from this model in 2024, amounting to 2.362 billion yuan [1][2]. Group 1: Revenue Structure - In 2024, the company achieved total operating income of 2.362 billion yuan, with technical service income contributing 1.438 billion yuan, accounting for 60.91% of total revenue [1]. - The revenue from software products and technical services is categorized into three main types: self-developed software sales, technical service income, and third-party product sales [1][2]. - The revenue generated from the authorized operation model accounted for 94.48% of total income in 2022-2024, indicating a strong trend towards this operational strategy [1]. Group 2: Business Models - The company operates under two main business models: the authorized operation model and the direct sales model. The authorized operation model allows for rapid replication and promotion of business activities [1][2]. - The authorized operation centers are responsible for customer needs assessment, communication, implementation planning, training, and support, while the company's technical team provides product revisions and upgrades [1][2]. Group 3: Financial Performance - The company's gross profit margin for 2024 was reported at 93.25%, with a sales expense ratio of 68.31% and a net profit margin of 8.59% [1][15]. - The sales expenses for 2024 totaled 1.613 billion yuan, with 1.347 billion yuan paid to authorized operation centers, reflecting a decrease of 2.85% from 2023 [1][8]. Group 4: Cost Structure - The operating costs for 2024 were reported at 160 million yuan, with technical service costs increasing by 24.54% to 81.7844 million yuan compared to 2023 [1][8]. - The company has reduced its workforce by 13.40% in 2024, leading to a decrease in total employee compensation by 8.29% [1][8]. Group 5: Revenue Recognition - The company follows specific revenue recognition methods in compliance with the Accounting Standards for Enterprises, confirming income based on control over the goods before transfer to customers [2][3][4]. - The revenue from self-developed software products is recognized upon customer acceptance, while income from third-party products is recognized similarly to self-developed products [6][7].

Core Viewpoint - The financial performance of Beijing Jinyu Group Co., Ltd. for the year 2024 shows significant losses, with a reported revenue of 110.71 billion yuan and a net profit attributable to shareholders of -0.555 billion yuan, indicating a deterioration compared to the previous year [2][4]. Financial Performance Summary - The company achieved an operating income of 110.71 billion yuan in 2024, with a net profit attributable to shareholders of -0.555 billion yuan and a net cash flow from operating activities of -5.316 billion yuan [2][4]. - In comparison, the previous year's net profit was 0.025 billion yuan, with a net cash flow from operating activities of 7.141 billion yuan [2][4]. - The new green building materials segment generated a revenue of 78.265 billion yuan, while the real estate development and operation segment contributed 32.737 billion yuan [2][4]. Non-Recurring Gains and Losses - The net amount of non-recurring gains and losses attributable to shareholders was 2.304 billion yuan, significantly impacting performance, primarily due to non-current asset disposal gains of 1.169 billion yuan and fair value changes of financial assets and liabilities of 0.633 billion yuan [2][4]. Audit Findings - The audit firm, Ernst & Young Huaming, issued an unqualified audit opinion on the financial statements, confirming compliance with accounting standards [1][5]. - The audit procedures included verifying cash flow from operating activities, investment activities, and financing activities to ensure accurate representation in the financial statements [4][5]. Accounting Estimates and Changes - The company plans to change the depreciation period for machinery and equipment from 15 years to a range of 5-20 years, which is expected to increase profits by 0.36 billion yuan, 0.41 billion yuan, and 0.49 billion yuan for the years 2022, 2023, and 2024 respectively [10][11]. - The total book value of machinery and equipment as of the end of 2024 was 36.379 billion yuan, with a book value of 16.709 billion yuan [10][11]. Commodity Trading Business - The company reported revenue of 41.124 billion yuan from its commodity trading business, reflecting a year-on-year increase of 4.84%, although the gross margin was only 0.31%, down by 2.57 percentage points from the previous year [13][14]. - The audit confirmed that the revenue recognition for the commodity trading business was in accordance with accounting standards [16][21]. Real Estate Projects - The company reported a gain of 0.676 billion yuan from fair value changes in investment properties, with a book value of 45.050 billion yuan at the end of the reporting period [21][22]. - The company also reported a significant increase in inventory impairment provisions, totaling 0.753 billion yuan for the period [21][24].