About Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Letter of concern
Attention letter of the company Department [2022] No. 94 Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) the board of directors:
On January 29, 2022, your company disclosed the performance forecast for 2021, and on December 30, 2021, you disclosed the announcement on the disposal of wholly-owned subsidiaries by packaged transfer of equity and creditor's rights and the announcement on the progress of terminating foreign investment. Our department is concerned about the contents of the above announcement. Please verify and explain the following matters:
1. The "performance forecast for 2021") shows that the net profit of your company attributable to the shareholders of the listed company in 2021 is 7 million yuan to 10 million yuan, and the net profit after deducting non recurring profits and losses is 45 million yuan to 50 million yuan. The reasons for performance changes are the increase in non recurring profits and losses caused by the transfer of construction in progress and the reversal of estimated liabilities, the settlement of most service items at the price after the price reduction in 2020, the increase of the company's fixed costs, etc. Your company achieved an operating revenue of 129 million yuan in the first three quarters of 2021.
(1) Please check the compliance and accuracy of the company's operating revenue recognition according to the relevant provisions on "matters related to the deduction of operating revenue" in the self regulatory guide for listed companies No. 1 - business handling of the exchange, and explain whether your company's operating revenue after deduction in 2021 is less than 100 million yuan in combination with the operating revenue and its deduction in 2021. If so, Please make supplementary disclosure to the performance forecast and timely and fully disclose the risk tips.
(2) Except 2019, your company's net profit after deducting non recurring profits and losses has been negative for six consecutive years. Please explain whether there is any major uncertainty in your company's ability to continue as a going concern and whether there are other risk warnings required to be implemented in accordance with article 9.8.1 of the stock listing rules (revised in 2022) of the exchange in combination with your company's business development, asset liability status and short-term solvency.
(3) Your company will fully turn back the estimated liabilities of 49.6432 million yuan accrued in the case of Zhongan financing, and increase the non recurring income in 2021 accordingly. In combination with the litigation situation and progress of the case, please explain the recognition basis and rationality of the time point and amount of expected liabilities, whether the withdrawal of expected liabilities in previous periods is cautious, reasonable and objective, and whether there is a situation of adjusting profits. 2. According to the announcement on the disposal of wholly-owned subsidiaries by means of packaged transfer of equity and creditor's rights, your company will package and transfer 100% equity and 100% creditor's rights of quasi oil Tianshan Petroleum Service Co., Ltd. to Murat munayservice Co., Ltd. at a transaction price of USD 232 (about RMB 1538), It is estimated that the impact of this transaction on the current net profit of the company is -2.186 million yuan.
(1) Please explain the time point and judgment basis of control transfer in combination with the time point of transaction consideration payment, equity transfer, industrial and commercial change registration, etc.
(2) Please supplement and disclose the impact of this transaction on the company's profit and loss, the specific calculation process and basis, and explain whether it complies with the relevant provisions of the accounting standards.
(3) Please explain the fairness of the transaction price in combination with the formulation basis and evaluation of the transaction price.
(4) Please explain the main business purpose of the counterparty and the purpose arrangement after the acquisition, and explain the business essence of the transaction in combination with the above situation.
3. According to the progress announcement on the termination of foreign investment, on June 7, 2021, your company transferred 51% equity (unpaid capital contribution) of Huanyu Yida (Tianjin) Engineering Technology Co., Ltd. (hereinafter referred to as the "target company") held by Liu Ruifang for a consideration of 0 yuan. Liu Ruifang and others promised that the net profit of the target company after deducting non-profit from 2021 to 2023 will not be less than 1.5 million yuan and 6 million yuan
Million yuan, 13.5 million yuan. On December 29, 2021, due to the target company's failure to achieve the planned objectives of 2022 and 2023, the parties decided to terminate this investment through negotiation. Please indicate whether and when the above performance commitment is effective. If it is effective, please indicate whether the termination of investment constitutes a change of commitment and whether corresponding review procedures need to be performed; If not, please explain the reason and basis.
Your company is requested to make a written explanation on the above issues, submit relevant explanatory materials to our department for disclosure before February 10, 2022, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws, as well as the stock listing rules of the exchange, and perform the obligation of information disclosure truthfully, accurately, completely, timely and fairly.
We are writing to inform you that
Shenzhen Stock Exchange listed company management department 1 January 29, 2022
