Core Viewpoint - The company, Guolv Cultural Investment Group Co., Ltd., is undergoing a restructuring process involving the acquisition of 100% equity in Runtian Industrial from Jiangxi Maitong Health Beverage Development Co., Ltd. and two other parties through a combination of share issuance and cash payment, along with raising supporting funds [1][2]. Group 1: Performance and Commitment - Since Jiangxi Tourism Group became the controlling shareholder, Guolv has faced issues with performance commitments from historical acquisitions, particularly with Yihui Investment regarding Beijing New Line Zhongshi Cultural Communication Co., Ltd., which failed to meet profit commitments for 2020 and 2022, resulting in compensation obligations totaling 37.004 million yuan [2][4]. - The independent financial advisor confirmed that aside from the mentioned performance compensation issues, all other commitments made by Guolv and related parties have been fulfilled or are in progress, with no irregularities noted [4][10]. Group 2: Compliance and Regulatory Issues - Over the past three years, Guolv has not engaged in any violations regarding fund occupation or external guarantees, and there have been no significant administrative or criminal penalties against the company or its key personnel [5][10]. - The company has faced regulatory warnings from the Shanghai Stock Exchange and the China Securities Regulatory Commission due to accounting errors and late disclosures, but these do not constitute major penalties [9][10]. Group 3: Financial Performance and Accounting Practices - The company reported significant losses over the past three years, with net profits of -6.61357 million yuan in 2024, -1.830 million yuan in 2023, and -146.86 million yuan in 2022, indicating a downward trend in financial performance [14][15]. - The independent financial advisor found no evidence of false transactions or profit manipulation, and all accounting practices adhered to the relevant standards, with no significant changes or errors that would indicate a "big bath" accounting strategy [16][18]. Group 4: Asset Evaluation and Transaction Details - The current transaction does not involve the disposal of assets, as it is focused on acquiring Runtian Industrial through share issuance and cash payment [19].

关于 北京中长石基信息技术股份有限公司 发行股份购买资产前发生业绩"变脸" 或本次重组存在拟置出资产情形相关 事项之专项核查意见 索引 页码 专项核查意见 1-6 关于北京中长石基信息技术股份有限公司 发行股份购买资产前发生业绩"变脸"或本次重组存在拟置出资产 情形相关事项之专项核查意见 XYZH/2025BJAA19B0521 北京中长石基信息技术股份有限公司 深圳证券交易所： 信永中和会计师事务所(特殊普通合伙)(以下简称"我们"、 "本所" "会计师")接受 北京中长石基信息技术股份有限公司(以下简称"石基信息"、 "上市公司")委托，根据 （1）我们审计了石基信息 2022 年度、2023 年度和 2024 年度的财务报表，并分 别出具了 XYZH/2023BJAA4B0103、XYZH/2024BJAA4B0219、XYZH/2025BJAA19B0200 号无 保留意见审计报告。并对石基信息 2022 年度、2023 年度和 2024 年度非经营性资金占 用 及 其 他 关 联 资 金 往 来 情 况 汇 总 表 分 别 出 具 了 XYZH/2023BJAA4F0038 、 XYZH/2024B ...

Core Viewpoint - The special verification report by Zhongxinghua Certified Public Accountants LLP indicates that Wolong New Energy Group Co., Ltd. has issues related to fictitious transactions and profits, but the accounting treatments comply with the relevant enterprise accounting standards [1][3]. Financial Audit Overview - Wolong New Energy's financial statements for the years 2022 to 2024 were audited, with the 2022 audit conducted by Lixin Certified Public Accountants, which issued a standard unqualified opinion [1]. - Zhongxinghua provided audit reports for 2023 and 2024, both also receiving standard unqualified opinions [1]. Verification Procedures - The verification included checks for fictitious transactions and profits, as well as compliance with accounting standards [2]. - The audit assessed whether there were any adjustments to accounting profits to meet or evade regulatory requirements [2]. Verification Conclusions - The verification concluded that Wolong New Energy has instances of fictitious transactions and profits, but the accounting treatments are in line with enterprise accounting standards [3]. - There were no findings of related party transactions that deviated significantly from comparable market prices [3]. - Specific issues identified include insufficient basis for revenue recognition in certain rare earth trading activities and inaccuracies in inventory balance disclosures for 2022 [3].