Securities code: 002431 securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022-014
Palm Eco-Town Development Co.Ltd(002431)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as "the company" or "our company") received the letter of concern about the company (company department concern letter [2022] No. 14) issued by Shenzhen Stock Exchange on January 17, 2022. Now the company's written reply to the questions mentioned in the letter of concern is as follows:
1. Your company's 2020 annual report shows that your company has signed a project EPC contract with Guiyang Baiyun urban investment, with a contract amount of 515867100 yuan. By the end of 2020, the project has achieved an operating income of 45603200 yuan. Please explain the background of relevant contracts, project progress, payment and subsequent settlement arrangements, and explain whether the debtor has the willingness and ability to perform the contract in combination with the credit and capital status of Guiyang Baiyun city investment, account age of accounts receivable, provision for bad debts, collection, etc. the recognition of relevant income complies with the provisions of the accounting standards for business enterprises, Whether the judgment basis for your company's early withdrawal of credit impairment loss is sufficient and reasonable.
reply:
(1) Project background and contract performance
On July 29, 2016, as the leader of the consortium and Chengdu Qingyang District Construction Engineering Corporation, the company signed the general contracting contract for Nanhu Park project in Baiyun District with Guiyang Baiyun Urban Construction Investment Group Co., Ltd. (hereinafter referred to as "Guiyang Baiyun urban investment"), with a provisional contract amount of 515867100 yuan, Among them, the civil works and ancillary facilities are implemented by Chengdu Qingyang District Construction Engineering Corporation, a member of the consortium, with a temporary price of 100 million; The company is responsible for the implementation of other projects.
In 2017, Guiyang Baiyun Chengtou increased the construction scope of the project in accordance with the budgetary estimate Reply of "Bai Shen Jian [2017] No. 14 document", and signed the supplementary agreement on the general contract for design and construction of Nanhu park construction project in Baiyun District with the members of the winning Consortium on October 30, 2017, adjusting the provisional sum of the contract to 672293100 yuan, The construction scope of the contract includes: square project, garden road project, Waterscape project, greening project, landscape facilities project, park ecological basement and infrastructure and other ancillary projects and subsequent additional projects of Party A. According to the general contract of Nanhu Park project in Baiyun District and the relevant provisions of the supplementary agreement, the company is responsible for the square project, garden road project, Waterscape project, greening project and landscape facilities project of the project, and is responsible for the construction part. The provisional contract amount is 572293100 yuan, of which the main contract amount is 415867100 yuan and the supplementary agreement amount is 156426000 yuan.
The main construction contents of the general contract of Nanhu Park project were completed on December 31, 2016, and the park was opened on January 1, 2017. Subsequently, after completing the construction contents agreed in the general contract and supplementary agreement, the project has successively carried out the completion acceptance of sectional works, and completed the overall delivery to the owner for operation in 2019. At present, the project is in the settlement review stage.
As of December 31, 2021, the company has recognized 505927700 yuan of income including tax, 45603200 yuan of output value excluding tax, and 310 127300 yuan of collection (including 243976100 yuan of cash collection and 66 151200 yuan of collection confirmed for creditor's rights transfer), the balance of book accounts receivable is 70.5685 million yuan, and 70.5685 million yuan of credit impairment loss has been accrued, The book value of the contract assets that have been performed but not settled and included in the contract assets is 112.8216 million yuan. The output tax of the contract assets but the amount of accounts receivable that have not been confirmed is 12.4103 million yuan. According to the contract payment terms of Party A, the contract assets and the corresponding output tax will be recognized as accounts receivable after the project is settled.
(2) Debtor's credit status
The debtor Guiyang Baiyun Urban Construction Investment Group Co., Ltd. is a wholly state-owned limited liability company with a registered capital of 800 million yuan. Its shareholder is the office of Guiyang Baiyun District People's government, with a shareholding ratio of 100%. According to the financial report publicly disclosed by Guiyang Baiyun urban investment, its operating revenue was 861 million in 2018, 873 million in 2019, 1187 million in 2020 and 304 million in the first half of 2021; As of June 2021, the total assets were 28.07 billion yuan. The latest credit rating report that can be queried shows that its entity rating is AA; Bond credit rating AA; Rating outlook: stable.
(3) Revenue recognition complies with the accounting standards for business enterprises
The general contracting contract of the project signed between the company and Guiyang Baiyun Urban Investment Group has been recognized with revenue of 45603200 yuan in 2016 and 2017 respectively. The company adopts accounting standards for Business Enterprises No. 15 - standards for construction contracts for revenue recognition from 2016 to 2017:
If the results of the construction contract can be estimated reliably (i.e. the total contract revenue can be measured reliably, the economic benefits related to the contract are likely to flow into the enterprise, the actual contract costs can be clearly distinguished and measured reliably, and the contract completion progress and the costs still required to complete the contract can be determined reliably), The company recognizes the contract revenue and contract expenses on the balance sheet date according to the percentage of completion method; The construction contract revenue of the company is mainly from the construction business of landscape engineering. For the contract completion progress, the company adopts one of the following methods: ① it is determined according to the proportion of the completed contract workload cost in the estimated total contract workload cost. ② It is determined according to the proportion of the accumulated actual contract cost in the estimated total contract cost.
The company mainly adopts the first method above to determine the contract completion progress. When the contract completion progress cannot be determined according to the first method, the second method is adopted.
For the construction contract not completed in the current period, on the balance sheet date, the recognized income of the previous year shall be deducted according to the total contract income multiplied by the completion progress as the contract income of the current period; At the same time, the contract cost of the current period shall be the total estimated contract cost multiplied by the completion progress and the cost recognized in previous years shall be deducted;
For the construction contract completed in the current period, the actual total contract income minus the income recognized in previous years shall be regarded as the contract income of the current period; At the same time, the cost recognized in previous years shall be deducted from the accumulated total actual cost as the contract cost of the current period.
The company's revenue is recognized in strict accordance with the requirements of the accounting standards for business enterprises.
(4) The basis for withdrawing credit impairment loss is sufficient and reasonable
According to the requirements of the accounting standards for business enterprises, the company estimates the expected credit losses of financial assets measured at amortized cost and financial assets (debt instruments) measured at fair value and whose changes are included in other comprehensive income in a single or combined manner in combination with the actual situation and considering all reasonable and reliable information, including forward-looking information.
The measurement of expected credit loss depends on whether there is a significant increase in credit risk of financial assets since initial recognition.
For accounts receivable, regardless of whether it contains major financing components or not, the company always measures its loss reserves according to the amount equivalent to the expected credit loss in the whole duration. The company combines financial assets according to similar credit risk characteristics. If there is objective evidence indicating that the accounts receivable that have been individually tested for impairment have been impaired, the bad debt provision shall be withdrawn according to the difference between the present value of the estimated future cash flow and its book value, which shall be included in the current profit and loss. The accounts receivable that are not included in the impairment of individual items are divided into aging combination. With reference to the experience of historical credit loss, combined with the current situation and the prediction of future economic conditions, the comparison table between the aging of accounts receivable and the expected credit loss rate for the whole duration is prepared to calculate the expected credit loss.
According to the relevant provisions of the accounting standards for business enterprises and in combination with the actual operation, the company has formulated the policy of bad debt provision for accounts receivable.
According to the bad debt provision policy for accounts receivable formulated by the company and the credit situation of Guiyang Baiyun urban construction investment group, the company has accrued the credit impairment loss, and the judgment basis for accrued credit impairment loss is sufficient and reasonable. 2. Please explain the current balance between your company and meizhuang Gaoyuan and the specific situation of the accounts receivable from Chengdu Qiankun to meizhuang Gaoyuan, including the formation background, time, specific amount and settlement arrangement. Combined with the credit and capital status of meizhuang Gaoyuan, analyze the recoverability of the transferred creditor's rights, the rationality of bad debt provision, and the confirmation process and basis of the fair value of the transferred creditor's rights, Whether to refer to the evaluation results of the third party.
reply:
(1) Formation of current balance between the company and meizhuang Gaoyuan
The company signed a professional subcontract construction contract with Guizhou meizhuang Gaoyuan Industrial Co., Ltd. on September 20, 2016. The construction content: the facade reconstruction project of Zen Valley secluded area and Yelang ancient town. The tentative total contract price is 60 million yuan, and the cumulative paid amount is 54.9682 million yuan. The unit project in charge of construction has been preliminarily reviewed by the supervisor, The final settlement amount shall be subject to the final settlement price approved by the government audit unit.
(2) Details of accounts receivable from Chengdu Qiankun to meizhuang Gaoyuan
According to the loan contract signed between Chengdu Qiankun and meizhuang Gaoyuan and its supplementary agreement and bank transfer receipt, Chengdu Qiankun provided loans of 31.9 million yuan to meizhuang Gaoyuan in five batches from 2017 to 2018. Up to now, meizhuang Gaoyuan has not repaid the above debts to Chengdu Qiankun. Chengdu Qiankun plans to transfer the principal of 31.9 million yuan and all other relevant rights of the above-mentioned creditor's rights to Guizhou meizhuang Gaoyuan to the company, and the company plans to agree to accept the above-mentioned creditor's rights of Chengdu Qiankun company. After the above creditor's rights are transferred, the amount payable by meizhuang Gaoyuan to Chengdu Qiankun company shall be directly paid or offset by meizhuang Gaoyuan to the company; The creditor's right and debt relationship between Chengdu Qiankun and meizhuang Gaoyuan with respect to the transferred principal of 31.9 million yuan and all other related rights was lost. (3) Confirmation of the value of the transferred creditor's rights
① Up to now, the company has enjoyed due accounts receivable creditor's rights for Guiyang Baiyun city investment in the construction project of Nanhu Park, Baiyun District, Guiyang city. The company intends to transfer 31.9 million yuan of the above-mentioned creditor's rights of accounts receivable to Chengdu Qiankun company, which agrees to accept the above-mentioned creditor's rights of the company. After the transfer of the above-mentioned creditor's rights, Guiyang Baiyun urban investment company shall directly pay and pay off the amount payable to the company by Guiyang Baiyun urban investment company to the new creditor Chengdu Qiankun company; The creditor's right and debt relationship of the transferred part between Guiyang Baiyun urban investment company and the company was lost. Meanwhile, as mentioned above, the company intends to agree to accept the creditor's rights of Chengdu Qiankun company against Guizhou meizhuang Gaoyuan of 31.9 million yuan. After the above creditor's rights are transferred, the amount payable by meizhuang Gaoyuan to Chengdu Qiankun company shall be directly paid or offset by meizhuang Gaoyuan to the company; The creditor's right and debt relationship between Chengdu Qiankun and meizhuang Gaoyuan with respect to the transferred principal of 31.9 million yuan and all other related rights was lost.
Based on the above-mentioned creditor's right and debt relationship, the company plans to sign the creditor's right transfer and offset agreement with Chengdu Qiankun company, and both parties agree and confirm the above-mentioned creditor's right transfer and offset each other in equal amount; After offset, the transferee of creditor's rights of both parties need not pay consideration.
② Based on the creditor's right and debt relationship between the above-mentioned company and Chengdu Qiankun and meizhuang Gaoyuan, the company will enjoy the creditor's right of 31.9 million yuan to meizhuang Gaoyuan through the transfer of creditor's right. At the same time, in view of the company's debt to meizhuang Gaoyuan, the creditor's right of 31.9 million yuan transferred by the company is expected to be used to offset the equivalent debt and realize the realization of the creditor's right assets through debt offset, Obtain economic benefits.
To sum up, in view of the fact that the company intends to complete the transaction by means of equal amount offset when acquiring the creditor's right, there is no need to pay additional consideration, and the acquired creditor's right is a specific creditor's right of the debtor. The specific realization method and realization amount of the creditor's right have been determined at the time of acquisition, and the evaluation results of the third party have no reference significance for the recoverability and realization amount of the specific creditor's right, Therefore, based on the essence of business, the company has not hired a third party to evaluate this specific claim.
3. Please explain the main considerations of Chengdu Qiankun's consent to the transfer of relevant creditor's rights when your company has made full provision for the impairment of relevant accounts receivable, whether the offset of relevant creditor's rights and debts has commercial substance, whether there are other undisclosed potential arrangements with your company, and with your company, controlling shareholders, actual controllers, directors, supervisors Whether the senior managers have related relationships or other relationships that may lead to the inclination of interests. Independent directors are requested to check and express clear opinions.
reply:
According to the communication, Chengdu Qiankun and Guiyang Baiyun Chengtou have a basis for cooperation, have a certain understanding and trust in them, and have an objective assessment of the main credit, performance ability and financial strength of Guiyang Baiyun Chengtou. Moreover, Chengdu Qiankun and Guiyang Baiyun Chengtou have previously had an established creditor's right and debt relationship, The creditor's rights transfer and offset agreement reached between the company and Chengdu Qiankun is conducive to promoting the exercise of creditor's rights and the performance of debt obligations of all parties. Both parties have a commercial substantive basis for the transaction.
(1) Description of offsetting matters related to Guizhou Donghuang and Sichuan happiness
The company signed a professional subcontract construction contract with Guizhou Donghuang Ecological Technology Development Co., Ltd. (hereinafter referred to as "Guizhou Donghuang") on July 25, 2016. The construction content: basement square and baixiyun terrace garden landscape project. The tentative total contract price is 95 million yuan, and the cumulative paid amount is 107.5925 million yuan. The unit project in charge of construction has been preliminarily reviewed by the supervisor, The final settlement amount shall be based on the final approved settlement price of the government audit unit
Subject to. The company signed a professional subcontract construction contract with Sichuan Xingfu palm Landscape Engineering Co., Ltd. (hereinafter referred to as "Sichuan Xingfu") on August 25, 2016. The construction content: landscape engineering in Kongming mountain, playground, Lake area and Gushan district. The tentative total contract price is 80 million yuan, and the cumulative paid amount is 14 million yuan.
Through the transfer of creditor's rights, the relationship between creditor's rights and debts of all parties is simplified and clearly handled, and the settlement of relevant amount of debts is completed through the transaction of creditor's rights and debts offset, which improves the use efficiency of funds of all parties.
(2) Description of offset matters related to meizhuang Gaoyuan
As mentioned above, the company and Guizhou meizhuang Gaoyuan Industrial Co., Ltd
