Notice on Jiangsu Kuangshun Photosensitivity New-Material Stock Co.Ltd(300537) gem notice [2022] No. 102 Jiangsu Kuangshun Photosensitivity New-Material Stock Co.Ltd(300537) board of directors:
On January 28, 2022, your company disclosed the annual performance forecast for 2021. It is estimated that the net profit attributable to the shareholders of the listed company in 2021 will be a loss of 330 million yuan to 440 million yuan, mainly due to the provision for goodwill impairment of 270 million yuan to 370 million yuan and the decline in the operating performance of the company’s coating sector. Our department is concerned about this. Please verify and explain the following matters:
1. By the end of June 2021, the original book value of goodwill formed by your company’s acquisition of Hunan Sunshine New Materials Co., Ltd. (hereinafter referred to as “Hunan Sunshine”) and Jiangsu Hongtai polymer materials Co., Ltd. (hereinafter referred to as “Jiangsu Hongtai”) was 137 million yuan and 534 million yuan respectively, and the balance of provision for impairment of goodwill was 16.6782 million yuan and 235 million yuan respectively.
(1) Please supplement and disclose the specific items and amount range of goodwill impairment reserves to be accrued in 2021, and supplement and explain the specific time point of relevant goodwill impairment signs in combination with the development of the industry, competition pattern and market position of Hunan Sunshine and Jiangsu Hongtai, as well as the production, operation and performance in the last three years and the first three quarters of 2021, Whether the provision for goodwill impairment in previous years is sufficient, whether the goodwill impairment test is carried out in time, and prompt relevant risks.
(2) Please supplement the key assumptions, selected main parameters and calculation process of goodwill impairment test in this performance forecast, and the reasons and rationality of significant changes in relevant assumptions and parameter selection compared with the previous year, Whether the provision for impairment complies with the relevant provisions of the accounting standards for Business Enterprises No. 8 – asset impairment and the accounting regulatory risk tips No. 8 – goodwill impairment.
(3) Please add whether the factors leading to the provision for goodwill impairment in 2021 are temporary factors, whether they will lead to significant adverse changes in the production and operation of the relevant acquisition targets and their specific circumstances.
(4) In combination with the above problems, please explain whether there is a case of adjusting profits by withdrawing large goodwill impairment reserves.
2. In 2020, your company achieved an operating revenue of 753 million yuan and a net profit of – 222 million yuan. In the first three quarters of 2021, your company achieved an operating revenue of 478 million yuan and a net profit of -16.7787 million yuan. According to the performance forecast disclosed by your company, affected by covid-19 epidemic, rising raw material prices and other factors, the operating revenue, gross profit margin and net profit of the company’s coating sector declined during the reporting period.
(1) Please explain the reasons for the decline of the company’s business performance in 2021 and the impact of specific factors such as the decline of the company’s orders and the continuous development of raw materials in 2021, and whether it has sufficient impact on the company’s performance in 2021.
(2) Please explain the reasons and rationality of the sharp decline in your company’s operating performance in the past two years, whether it has an adverse impact on your company’s sustainable operation ability, and give full risk tips in combination with the industry development trend, market space and competition pattern, the company’s operation, business prospects and financial status.
3. Please add the information about your company’s directors, supervisors, senior managers and shareholders holding more than 5% of shares buying and selling your company’s shares in recent one month, and whether there is insider trading.
4. Other matters that your company deems necessary to explain.
Please make a written statement on the above matters, submit the relevant explanatory materials to our department for disclosure before February 11, 2022, and send a copy to the listed company supervision department of Jiangsu 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 30, 2022
