About Shanghai Hongda New Material Co.Ltd(002211)
Letter of concern
Attention letter of the company Department [2022] No. 91 Shanghai Hongda New Material Co.Ltd(002211) the board of directors:
On the evening of January 28, 2022, your company disclosed the performance forecast for 2021, the announcement on the proposed withdrawal of the company’s large amount of credit and assets and the recognition of the goodwill impairment provision of subsidiaries, the announcement on the disposal of the assets of wholly-owned subsidiaries Shanghai Guanfeng and Shanghai Hongzhu, the announcement on the resolution of the board of directors, etc. Our department is concerned about the following matters, and your company is requested to verify and explain:
1. Up to now, your company has not hired the 2021 annual audit accounting firm. According to the stock listing rules of the exchange, a listed company shall disclose its annual report within four months from the end of each fiscal year, and the financial and accounting reports in the annual report shall be audited by an accounting firm. If the audited annual report is not disclosed within the statutory time limit, the company’s shares may be subject to the risk of delisting.
(1) Please explain the specific reasons why your company has not yet determined the annual audit accounting firm; In combination with the audit progress and schedule of your company’s 2020 annual report, explain the employment progress and mobilization arrangement of the 2021 annual audit accounting firm, and whether the preparation and audit of the annual report can be completed on schedule.
(2) The company and all directors, supervisors and senior managers are requested to attach great importance to the preparation and disclosure of the company’s 2021 annual report in accordance with the requirements of the securities law and the stock listing rules, hire an audit institution as soon as possible and actively cooperate, disclose the annual report on schedule, and ensure that the information disclosure is true, accurate and complete.
2. The announcement shows that in 2021, your company is expected to realize a net profit attributable to the shareholders of the listed company of – 700 million yuan to – 470 million yuan, and a net profit of – 21 million yuan to – 06 million yuan after deducting non recurring profits and losses.
At the end of the third quarter of 2021, your company’s net assets were 555 million yuan. Please estimate and disclose the specific amount of your company’s net assets at the end of 2021, and explain whether your company has touched or may touch the situation that the net assets are negative in Item (I), paragraph 1, article 9.3.1 of the stock listing rules in combination with the sufficiency of the provision for impairment of various assets. If so, please supplement the risk prompt.
3. The announcement shows that your company expects the operating income before and after deduction to be 601 million yuan in 2021. Please check and explain the compliance and accuracy of your company’s failure to deduct the operating income item by item according to the specific deduction items listed in 4.2 “matters related to the deduction of operating income” of the self regulatory guide for listed companies No. 1 – business handling of the exchange, and whether the operating income after deduction in 2021 is less than 100 million yuan. If so, Please add risk tips.
4. The announcement shows that your company plans to sell PCB production equipment, electronic equipment, furniture and other fixed assets of Shanghai Guanfeng, a wholly-owned subsidiary, with a book value of 15.4678 million yuan and a transaction consideration of 4.52 million yuan; It is proposed to sell the fixed assets of Shanghai Hongzhu, a wholly-owned subsidiary, and the original value of relevant production equipment shall not exceed 2 million. One director abstained from voting on the above two proposals because he was worried about the large scale of bad debt provision of the company and the failure to conduct asset evaluation before asset disposal.
In accordance with the provisions of articles 6.1.3, 6.1.4, 6.1.6 and 6.1.8 of the stock listing rules, please explain whether your company’s disposal of fixed assets of Shanghai Guanfeng and Shanghai Hongzhu needs to be submitted to the general meeting of shareholders for deliberation, and whether the appraisal report issued by the asset appraisal institution should be disclosed. If yes, please go through the relevant review procedures and disclose the relevant information in accordance with the transaction type No. 1 “announcement form for the purchase and sale of assets” of the guidelines for the self discipline supervision of listed companies No. 2 – announcement form.
Please make a written statement on the above issues, submit the relevant explanatory materials to our department for disclosure before February 11, 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 and regulations, 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 II January 28, 2022
