Letter of concern about Zhejiang Renzhi Co.Ltd(002629)
Attention letter of the company Department [2022] No. 87 Zhejiang Renzhi Co.Ltd(002629) the board of directors:
The performance forecast for 2021 (hereinafter referred to as the performance forecast) disclosed by your company on January 29, 2022 shows that the net profit attributable to the shareholders of the listed company in 2021 is a loss of 26-32 million yuan, and the net profit after deducting non recurring profits and losses is a loss of 22-29 million yuan. The main reasons for performance changes are the provision of debt interest, expenses related to non-public offering of shares, estimated liability losses and gains and losses from the sale of major assets. Our department is concerned about the above situation. Please verify and explain the following matters:
1. Your company achieved an operating revenue of 90.9793 million yuan in the first three quarters of 2021. 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. Please explain whether there are surprise transactions and false sales at the end of the year to avoid delisting risk in combination with the composition of your company’s operating revenue in the fourth quarter, whether new customers are added, whether customers are related parties, etc.
3. The performance forecast shows that your company’s net profit after deducting non recurring profits and losses for seven consecutive fiscal years from 2015 to 2021 is negative. 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.
4. The announcement on the completion of the sale of major assets and the settlement of related party transactions disclosed by your company on December 23, 2021 shows that the company has received 51% of the total share transfer price of Sichuan Santai rural commercial bank paid by the counterparty, but has not gone through the transfer registration procedures. Please explain whether your company meets the conditions and basis for the transfer of control, relevant accounting treatment and basis, the impact on the company’s profits and losses and the calculation process in combination with the agreement arrangement, payment, transfer registration and other matters.
5. In December 2019, pingda new materials Co., Ltd. obtained all the voting rights corresponding to 19.76% of the shares of your company held by Tibet Hanli electronic technology partnership (hereinafter referred to as “Tibet Hanli”) through voting entrustment, and became the controlling shareholder of the company. At present, 19.76% of the shares of the company held by Tibet Hanli are all in the state of pledge and judicial freezing. According to the announcement on the receipt of civil judgment by the former major shareholder disclosed by your company on January 11, 2022, Tibet Hanli needs to repay the principal and interest of the lawsuit due to its loss in the case of loan contract dispute, with a total amount of about 827 million yuan. The plaintiff enjoys the pledge of its shares and the priority to be repaid within the scope of the judgment’s creditor’s rights. Please explain whether the above equity has the risk of judicial disposal and whether it will lead to the change of the company’s control in combination with the latest progress of the lawsuit. Please fully remind the relevant risks.
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
