Securities code: 600748 securities abbreviation: Shanghai Industrial Development Co.Ltd(600748) Announcement No.: pro 2022-02
Bond Code: 155364 bond abbreviation: 19 Shangshi 01
Bond Code: 163480 bond abbreviation: 20 Shangshi 01
Shanghai Industrial Development Co.Ltd(600748)
Announcement on the reply to the supervision letter of Shanghai Stock Exchange
The company guarantees that there are no false records, misleading statements or major omissions in the contents of this announcement, and assumes individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important note: the business model of shangshilongchuang’s trade business is mainly to pre purchase special equipment such as informatization and data acquisition terminals from designated suppliers according to the requirements of customers, and then supply them according to the time specified by customers. Such businesses generally pay the full payment to the supplier within 15 working days after the contract is signed; After shangshilongchuang delivers the equipment and passes the acceptance by the customer, the customer shall pay the full amount of the contract to shangshilongchuang. The payment cycle of the above goods supplied to customers varies according to the conditions of the contract and the type of purchased goods. Generally, the payment collection cycle varies from 6 to 12 months from the date of signing the contract. The related current account risks of the company are mainly caused by the business of Shangshi longchuang. Except for Shangshi longchuang, other main businesses of the company operate normally, and there are no risks related to current accounts. Although the risk exposure of Shangshi longchuang is about 2.615 billion yuan, or there is a risk that all receivables cannot be recovered, Shangshi longchuang is a limited liability company, Shanghai Industrial Development Co.Ltd(600748) has no guarantee liability, and will not assume obligations beyond shareholders’ equity and loans. The company has set up a special working group to comprehensively check the relevant situation and actively study the corresponding countermeasures. The company will try its best to recover the above receivables and minimize the losses to the company. At the same time, it has put forward improvement requirements for the corporate governance, personnel management and internal control of Shangshi longchuang, which is currently being promoted and implemented. At the same time, the company actively seeks the support and help of relevant departments to comprehensively and deeply verify and clarify relevant facts. Based on the verification results, the board of directors and management of the company will also take corresponding measures and means, including but not limited to continuing to negotiate the performance plan of relevant contracts with customers, and investigate all economic losses caused by customers’ delay in performing their contractual obligations by taking legal measures, so as to do their best to protect the public
The legitimate rights and interests of the company and the majority of investors.
Recently, Shanghai Industrial Development Co.Ltd(600748) (hereinafter referred to as ” Shanghai Industrial Development Co.Ltd(600748) ” or “the company”) received the supervision letter on Shanghai Industrial Development Co.Ltd(600748) from Shanghai Stock Exchange (hereinafter referred to as “supervision letter”). After the internal verification of the company, the following replies are made to the problems mentioned in the supervision letter: Question 1. Please verify the specific situation of the business development of Shangshi longchuang as soon as possible, including but not limited to the business type, business model, main customers and suppliers, capital and goods flow, and check whether the relevant business has commercial essence, whether there is idle goods False invoices and other situations, and verify whether the relevant funds finally flow to the controlling shareholders, actual controllers, minority shareholders of the subsidiary shangshilongchuang and their related parties or other stakeholders, and fully prompt the risks.
Shanghai Shangshi longchuang Intelligent Technology Co., Ltd. (hereinafter referred to as “Shangshi longchuang”) is a consolidated subsidiary of Shanghai Industrial Development Co.Ltd(600748) (hereinafter referred to as ” Shanghai Industrial Development Co.Ltd(600748) ” or “the company”). Up to now, the company holds 69.7849% equity of Shangshi longchuang, and Shanghai Shangshi Venture Capital Co., Ltd. (hereinafter referred to as “Shangshi venture capital”), a wholly-owned subsidiary of Shanghai Shangshi (Group) Co., Ltd., the person acting in concert of the actual controller of the company, holds 10.2151% equity, and the company and related parties jointly hold 80% equity of Shangshi longchuang.
The main business types of Shangshi longchuang include: construction engineering business, technical service business and trade business. Among them, the business model of trade business is that according to the requirements of customers, Shangshi longchuang pre purchases special equipment such as informatization and data acquisition terminals from designated suppliers, and then supplies them according to the time specified by customers. Such businesses generally pay the full payment to the supplier within 15 working days after the contract is signed; After shangshilongchuang delivers the equipment and passes the acceptance by the customer, the customer shall pay the full amount of the contract to shangshilongchuang. The payment cycle of the above goods supplied to customers varies according to the conditions of the contract and the type of purchased goods. Generally, the payment collection cycle varies from 6 to 12 months from the date of signing the contract. Whether the relevant businesses of Shangshi longchuang have commercial essence and whether there are idle goods and false invoices are currently under verification.
As of December 31, 2021, the company has not provided guarantee to Shanghai shilongchuang; In order to solve the liquidity problem, from September to December 2021, the company provided some shareholders with a loan of about RMB 454 million. After self inspection and verification, there is no flow of relevant funds to the controlling shareholders or actual controllers of the company, and whether the funds flow to the minority shareholders of shangshilongchuang and its related parties or other stakeholders is still under verification.
To sum up, the business essence and goods circulation of Shangshi longchuang are still being verified, but some of its business models may lead to the risk that the receivables may not be fully recovered.
The basic information of Shangshi longchuang is as follows:
Company name: Shanghai Shangshi longchuang Intelligent Technology Co., Ltd
Enterprise type: other joint stock limited companies (unlisted)
Date of establishment: November 1, 1999
Legal representative: Cao Wenlong
Registered capital: RMB 6118681300
Registered address: floor 5, No. 1198, Wanrong Road, Jing’an District, Shanghai
Business scope: licensed items: power supply business; Class I value-added telecommunications services; The second category of value-added telecommunications services; Construction project supervision; Building intelligent system design; Construction engineering design; General contracting of housing construction and municipal infrastructure projects; Intelligent building construction; Various engineering construction activities; Construction of fire fighting facilities; Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of Internet of things technology; Internet of things technology services; Data processing and storage support services; Contract energy management; Information consulting services (excluding licensed information consulting services); Sales of industrial automatic control system devices; Environmental protection monitoring; Sales of power electronic components; Sales of metal materials; Wire and cable business; Sales of communication equipment; Wholesale of hardware products; Sales of chemical products (excluding licensed chemical products; sales of building materials; sales of class II medical devices; China cargo transportation agency; sales of instruments and meters; repair of instruments and meters; intelligent control system integration; big data service; Internet data service; technical consulting service of artificial intelligence public service platform; park management service; information system integration service; computer system service; mutual service) Network security services; Development of rail transit operation management system; Development of intelligent water system.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Financial data: as of December 31, 2021, Shangshi longchuang had total assets of 3101.7761 million yuan, net assets of 491.0346 million yuan, operating income of 1134.4975 million yuan and net profit of -349.9488 million yuan in 2021 (the above data are Unaudited). Question 2. Your company is requested to verify the specific situation of current accounts such as accounts receivable, other accounts receivable and prepayments of Shangshi longchuang as soon as possible, carefully evaluate the recoverability of various funds and the sufficiency of bad debt provision in combination with the capital status, repayment willingness and ability of specific objects, and fully prompt the risk; At the same time, please conduct a comprehensive self-examination of various possible risk exposures of other current accounts of the company and fulfill the obligation of information disclosure in time.
As of December 31, 2021, the unaudited accounts receivable of Shangshi longchuang totaled about 2.615 billion yuan, including accounts receivable of about 806 million yuan, prepayments of about 1.567 billion yuan, other accounts receivable of about 101 million yuan and contract assets of about 141 million yuan.
Among them, the prepayment is about 608 million yuan, and the contract parties are mainly Jiangsu Guyu Technology Development Co., Ltd. and Fushen Industrial Co., Ltd., which are involved in other third-party cases, and the specific situation is still under verification; The prepayment is about 959 million yuan. After self inspection, there may be abnormal contract execution caused by the internal reasons of Shangshi longchuang. The relevant contracts are currently being sorted out and recourse. Other receivables are about 101 million yuan. Due to litigation, the company has withdrawn bad debt reserves of about 50.46 million yuan in 2020. Accounts receivable are about 806 million yuan, mainly due to the construction projects and general product trade of Shangshi longchuang in previous years.
The related current account risks of the company are mainly caused by the business of Shangshi longchuang. Except for Shangshi longchuang, other main businesses of the company operate normally, and there are no risks related to current accounts.
The company has set up a special working group to comprehensively check the relevant situation and actively study the corresponding countermeasures. The company will try its best to recover the above receivables and minimize the losses to the company. At the same time, it has put forward improvement requirements for the corporate governance, personnel management and internal control of Shangshi longchuang, which is currently being promoted and implemented. At the same time, the company actively seeks the support and help of relevant departments to comprehensively and deeply verify and clarify relevant facts.
Based on the verification results, the board of directors and management of the company will also take corresponding measures and means, including but not limited to continuing to negotiate the performance plan of relevant contracts with customers, and investigate all economic losses caused by customers’ delay in performing their contractual obligations by taking legal measures, so as to do their best to protect the legitimate rights and interests of the company and the majority of investors. Question 3. Your company is requested to comprehensively verify the specific conditions of various non main business development, including but not limited to the business development subject, development background and causes, business situation and business authenticity, and explain whether the listed company can effectively manage or control the non main business operation subject in combination with the selection of management and the decision-making arrangement of major matters Possible risks and improvement measures to be taken.
Shanghai Industrial Development Co.Ltd(600748) is a state-controlled listed company in Shanghai local real estate development. Its main businesses include real estate development and sales, real estate operation and property management. Other non main businesses are mainly engineering construction business, which is the daily business of Shanghai shilongchuang company (there are no other non main business subsidiaries). The suppliers and customers involved in Shangshi longchuang trading business do not overlap with the suppliers and customers of the company and its other subsidiaries. Shangshi longchuang’s main business is intelligent building management and control, intelligent energy conservation, etc., which plays an upstream and downstream auxiliary function for the company’s main business such as real estate development. Therefore, in 2015, the company acquired it by purchasing assets through non-public offering of shares. Due to the particularity and professionalism of the main business of Shangshi longchuang compared with the main business of the company’s real estate, and considering that Shangshi longchuang faces the performance gambling commitment from 2015 to 2017 after the non-public offering and acquisition, the company basically retains its original management team to be responsible for daily business activities, According to the company’s management measures for its holding subsidiaries, the company will conduct performance appraisal and evaluation on Shangshi longchuang. There are 5 members of the board of directors of Shangshi longchuang, including 3 directors sent by the company; There are 3 members of the board of supervisors, including 1 supervisor sent by the company as the chairman of the board of supervisors and 2 staff supervisors of Shangshi longchuang; In terms of the management team, the business team of Shangshi longchuang is independently responsible for the operation and management of the underlying business, and the company has one deputy general manager and one chief financial officer. At present, the company is conducting internal analysis on the management and control mode of subsidiaries and actively exploring more effective management and control schemes and measures. In the future, the company plans to strengthen the control of subsidiaries in terms of personnel appointment, internal governance and informatization, so as to protect the fundamental interests of the company and the majority of investors. Question 4. Please conduct a comprehensive self-examination on whether there are defects in the design and implementation of various internal control systems of the company, whether there are improvement measures that have been taken and planned to be taken, and whether there are matters that should be disclosed but not disclosed.
In terms of internal control, the company has established an internal control system in all major aspects in accordance with the requirements of the enterprise internal control specification and relevant regulations. The company regularly improves and optimizes relevant systems, and coordinates and promotes the modification and improvement of relevant systems. Shangshi longchuang’s internal control system is basically constructed according to the company’s internal control system, but because its business nature is different from the company’s main business, there is still room for improvement and Optimization in the implementation of internal control. In the future, the company will continue to increase the breadth and depth of internal control implementation and supervision, formulate corresponding internal control supervision measures and means for its non main business subsidiaries, and strengthen the effectiveness and compliance of the company’s internal operation.
According to the progress of relevant matters and the impact on the company, the company will earnestly implement various measures for the above matters and properly handle them. At the same time, the company will continue to comprehensively verify the business situation of Shangshi longchuang over the years, timely fulfill the obligation of information disclosure in accordance with laws and regulations, and spare no effort to safeguard the fundamental interests of listed companies and investors. Please invest carefully and pay attention to investment risks.
It is hereby announced.
January 29, 2002
