Letter of concern about Beijing Shuzhi Technology Co.Ltd(300038)
Gem concern letter [2022] No. 98 Beijing Shuzhi Technology Co.Ltd(300038) board of directors:
According to the performance forecast for 2021 disclosed by your company on January 28, 2022, the net profit attributable to the shareholders of the listed company is expected to be – 1.4 billion yuan to – 2 billion yuan in 2021. On the same day, according to the reply to the inquiry letter of Shenzhen Stock Exchange disclosed by your company, the actual controller Zhang Zhiyong failed to specify whether there was a loan between him and Beijing longhexin Enterprise Management Co., Ltd. (hereinafter referred to as longhexin), Nanjing Lishui Economic and Technological Development Group Co., Ltd. (hereinafter referred to as Nanjing Lishui) and Zhang Zhiqiang, who paid the Occupied Funds on his behalf Mortgage, guarantee and other agreements and arrangements. Our department is concerned about this. Please verify and explain the following problems: 1 Please write to Zhang Zhiyong and his actual payers longhexin, Nanjing Lishui and Zhang Zhiqiang to explain the reasons why longhexin, Nanjing Lishui and Zhang Zhiqiang repay the occupied funds to your company instead of Zhang Zhiyong, and whether Zhang Zhiyong and the actual payer have made specific agreements and arrangements on the use of relevant funds. If yes, please disclose the specific terms of the agreement, including but not limited to the use period of funds, capital cost, mortgage guarantee, etc. If not, please your company, Zhang Zhiyong and the actual payer to make legally effective agreements and arrangements on whether the listed company may need to return relevant funds or bear mortgage guarantee liability in the future. Please describe in detail the above funds used and proposed to be used by the company, and provide relevant details. In combination with the above reply, please explain whether the above repayment constitutes false repayment, and whether the company and relevant parties use false repayment to avoid delisting.
2. The performance forecast shows that your company has accrued an estimated liability of 500-800 million yuan for class action due to suspected illegal information disclosure. Please explain the calculation process and basis of relevant estimated liabilities, and in combination with the number of shareholders, number of shares held, stock price trend, estimated claim scale, treatment of comparable cases of listed companies between the date of false statement of facts and the date of disclosure, explain whether the provision of estimated liabilities is reasonable and whether there is a situation of adjusting profits through the provision of large estimated liabilities.
3. The performance forecast shows that your company has accrued an estimated loss of about 300 million yuan for BBHI because the listing price of BBHI is lower than its net assets. Please explain the calculation process of relevant expected losses, whether the calculation of relevant losses is prudent and reasonable, and whether the relevant accounting treatment is in line with the relevant provisions of the accounting standards for business enterprises when the evaluation value and transaction price of BBHI have not been determined. 4. According to the audit report of 2020, the accountant is unable to express his opinion on the authenticity, actual flow direction and recoverability of the advance payment of 446 million yuan formed by your company’s media resource purchase payment with raised funds in 2020, and the relevant matters that cannot express his opinion have not been eliminated yet. By the end of the first three quarters of 2021, the balance of your company’s prepayment has not changed significantly compared with the beginning of the period. Please explain the balance of relevant prepayments, cost carry forward and corresponding revenue recognition at the end of 2021; If there is an advance payment balance, explain the provision for impairment, recoverability and sufficiency of impairment provision item by item; If the revenue has been recognized and the cost has been carried forward, the corresponding customer and supplier name, product launch, revenue recognition and cost carry forward amount and authenticity shall be explained item by item. 5. According to the audit report of 2020, your company paid about RMB 146.25 million to overseas entities such as mithera capital GP, LLC, TransAsia iron tower company, shine Ming Limited, meeting and leading international limited. The accountant was unable to express his opinion on the actual flow of relevant funds and the appropriateness of the provision for bad debts, Relevant opinions cannot be expressed and have not been eliminated yet. Please explain the recovery of the above funds by the end of 2021. If there is still a balance, explain the withdrawal and sufficiency of bad debt reserves in combination with the solvency and willingness of relevant entities.
Please make a written statement on the above matters and ask the accountant to give verification opinions on the above matters. Relevant explanatory materials shall be submitted to the Ministry and disclosed before February 11, 2022, and a copy shall be sent to the listed company supervision department of Beijing Securities Regulatory Bureau.
At the same time, remind your company that listed companies must earnestly and timely fulfill the obligation of information disclosure in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
This is to inform you.
Gem company management department January 29, 2022
