Beijing News (Reporter Zheng Yijia) On April 20, Tengbang International Business Service Group Co., Ltd. (hereinafter referred to as " Tengbang International ") announced that its subsidiary Shenzhen Xiyou International Travel Agency Co., Ltd. (hereinafter referred to as " Tengbang International ") (referred to as "Xiyou International Travel") refused to cooperate with Tempus International and its annual audit accountants in the on-site audit of its 2019 financial statements. Tempus International has lost control of Xiyou International Travel. The chairman of Xiyou International Travel is Shi Jin, who had many disputes with Tengbang International over actual control.
spent 3 years acquiring Xiyou International Travel just because it was optimistic about outbound tourism?
According to information, Xiyou International Travel was established in 1997 and is an outbound tourism comprehensive service provider. Its business covers travel agencies and duty-free shops, mainly providing Hong Kong and Macao travel products. The chairman, general manager and legal representative of Xiyou International Travel Co., Ltd. is Shi Jin, who had many disputes with Tengbang International over the actual control.
As one of the important measures for Tempus International to shift from the air ticket field to the tourism industry and build a "big tourism ecosystem", in November 2015, Tempus International announced that it would acquire Shi Jin's control at a price of 880 million yuan. Xiyou Investment acquired 55% of the equity of Xiyou International Travel. At that time, Xiyou International Travel owned 2 domestic travel agencies, 5 overseas travel agencies, 10 shopping stores and 1 travel e-commerce company. The total area of stores operated overseas exceeded 20,000 square meters. It originated from Hong Kong and Macau, China. Revenue accounts for more than 85%, with travel retail revenue being the main revenue driver.
In 2013, Xiyou International Travel’s net profit was 22.3643 million yuan, which rose sharply to 67.8756 million yuan in 2014. According to the gambling agreement signed between Xiyou International Travel and Tengbang International , from 2016 to 2018, Xiyou International Travel needs to deduct non-net profits of no less than 150 million yuan, 188 million yuan and 234 million yuan. Many questions surrounding the transaction also attracted a letter of inquiry from the Shenzhen Stock Exchange, and Tempus International responded by citing the improvement of the outbound tourism industry and improving the operational efficiency and profitability of duty-free shops.
Xiyou International Travel Service’s relocation celebration ceremony for Tempus Group building.
In March 2016, Xiyou International Travel officially moved into the Tempus Group Building. At that time, Shi Jin said that this move marked the official start of the integration of Tempus International and Xiyou International Travel. However, only two months later, Tempus International suddenly announced in May of the same year that it had terminated the acquisition and instead joined forces with other investors to increase the capital of Xiyou International Travel with a total amount of no more than 200 million yuan.
In September 2016, Tempus International invested 50 million yuan in Xiyou International Travel, holding 9.43% of the shares. In the next two years, Tempus International acquired the equity of Xiyou International Travel twice, and finally held a total of 78.99% of the equity of Xiyou International Travel directly and indirectly. Xiyou International Travel was included in the consolidated statements of Tempus International . The planned investment amount for the entire acquisition process is approximately 580 million yuan, and the two parties have also re-signed a gambling agreement. The agreement stipulates that the target performance of Xiyou International Travel in the next three years is 50 million yuan, 80 million yuan and 110 million yuan, respectively, which is significantly lower than the previous agreement.
At the same time, the acquisition of Xiyou International Travel brought goodwill of up to 435 million yuan to Tempus International , accounting for 69.92% of the goodwill balance of Tempus International at the end of 2018. In 2017, the net profit of Xiyou International Travel was 50.49 million yuan; in 2018, Xiyou International Travel failed to complete the bet on , with the net profit from June 30 to December 31 being only 12.84 million yuan.
Xiyou International Travel is out of control, Tempus International has made a goodwill impairment provision of 420 million yuan
In the first three quarters of 2019, Xiyou International Travel achieved revenue of 812 million yuan and net profit attributable to the parent company of 16.9586 million yuan. Whether the bet can be completed Still unknown. However, at this critical moment when the annual report was disclosed, Tempus International lost control of Xiyou International Travel.
According to the announcement, Tempus International issued a "Notice of Current Audit " to Xiyou International Travel on March 9, and held a meeting with Shi Jin, chairman, general manager and legal representative of Xiyou International Travel on March 12. Discussion on site. At that time, Shi Jin expressed his active cooperation and designated a special person to cooperate with the annual review work. However, he did not actually cooperate after that.
html On March 18, Tempus International had on-site discussions with Shi Jin regarding the annual review. Tengbang International said that Shi Jin made it clear that he could not cooperate with the audit, Xiyou International Travel no longer had the audit conditions and could not audit, and Xiyou International Travel's financial staff also immediately withdrew from the audit team. On March 20, Tempus International once again sent an "Audit Notice" to Xiyou International Travel, and then communicated in various ways with relevant personnel of Xiyou International Travel, but did not receive any response from the other party. Shi Jin, who is directly targeted by theannouncement, is one of the key figures in the previous change of actual controller of Tengbang International . In May 2019, Shi Jin, who is also the general manager of Tempus Tourism, a subsidiary of Tempus International , planned to acquire Tempus International ’s controlling shareholder Tempus Group Co., Ltd. (hereinafter referred to as “Temperature Group”) and Zhong Baisheng, the actual controller of Tempus International , took over the voting rights of 2.178 billion shares of Tempus International html. After the handover was completed, Shi Jin briefly became the actual controller of Tengbang International .
However, in August, the relevant voting rights entrustment agreement was unilaterally terminated by Tempus Group and Zhong Yuesheng, and the voting rights of 171 million shares were re-entrusted to another company. Subsequently, Shi Jin filed a lawsuit in September, but on the eve of the court hearing on November 20, the two parties signed the "Voting Rights Entrustment Release Agreement." In October of the same year, Shi Jin was dismissed as director of Tengbang International .
In this announcement, Tempus International stated that as of now, the company is unable to obtain the complete financial information of Xiyou International Travel, and therefore cannot conduct an on-site audit on it. At the same time, it is currently unable to grasp the actual operating conditions and asset status of Xiyou International Travel. and potential risks and other information, resulting in Tengbang International being unable to control Xiyou International Travel's major business decisions, personnel, assets, etc., and has in fact lost control of Xiyou International Travel.
After making the judgment that it was out of control, Tempus International announced that it had made a goodwill impairment provision of 420 million yuan for Xiyou International Travel. In the previously released 2019 performance forecast, Tempus International is expected to lose 65 million yuan to 70 million yuan.
Beijing News reporter Zheng Yijia
Editor Li Zheng Proofreader Chen Diyan
Picture Screenshot of PR Newswire's press release "Xiyou International Travel has officially settled in Tengbang International Tourism sector has entered a new level"
