Letter of concern about Misho Ecology & Landscape Co.Ltd(300495)
Gem concern letter [2022] No. 101 Misho Ecology & Landscape Co.Ltd(300495) board of directors:
On the evening of January 28, 2022, your company disclosed the performance forecast for 2021. It is estimated that the operating revenue in 2021 will be 150 million yuan to 195 million yuan, and the net profit attributable to the shareholders of the listed company (hereinafter referred to as "net profit") will be a loss of 280 million yuan to 400 million yuan, As of December 31, 2021, the owner's equity attributable to the shareholders of the listed company is RMB 1730 million to RMB 2245 million. Because the company has not signed a business agreement with the audit institution on the audit of financial statements in 2021, the relevant data of this performance forecast are the preliminary calculation results of the company's financial department and have not communicated with the auditor, Not audited by an accounting firm. On the same day, your company disclosed the announcement on the resolution of the 46th meeting of the third board of directors and the announcement on the election of independent directors. The independent directors Sha Zhihui and Zhou Lianbi applied for resignation as independent directors of the third board of directors for personal reasons. The board of directors agreed to appoint Liu Chao and Shen Rong as independent directors of the company and submitted them to the general meeting of shareholders for deliberation. In addition, your company disclosed the announcement on the reply to the attention letter of Shenzhen Stock Exchange on the evening of January 28, 2022 (hereinafter referred to as the reply of gem attention letter [2021] No. 551). Our department is concerned about this. Please verify and explain the following matters:
1. The performance forecast shows that your company is expected to realize an operating revenue of 150 million yuan to 195 million yuan in 2021, and the operating revenue after deduction is expected to be 149.9 million yuan to 194.9 million yuan. According to the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021 of your company, the operating revenue in the first quarter, the first half and the first three quarters of 2021 was 163.4042 million yuan, 178.8451 million yuan and 183.2478 million yuan respectively.
(1) Please explain the composition of your company's estimated operating revenue in 2021 according to the business type, and explain whether the revenue recognized by your company in 2021 has a long completion settlement cycle and a large discount of the final settlement amount, and whether the revenue recognition complies with the provisions of the accounting standards for business enterprises. (2) Please analyze and explain whether the gross profit margin of your company is reasonable and whether the relevant transaction pricing is fair in combination with the similar businesses of comparable listed companies and the similar businesses of your company in previous years. (3) Since April 30, 2021, your company has corrected accounting errors in the financial statements of previous years for four times, and the operating income of each year from 2016 to 2020 has been significantly reduced. Please explain the specific reasons why the lower limit amount of your company's expected operating revenue in 2021 is lower than the amount of operating revenue in the first quarter, the first half of the year and the first three quarters, and explain whether your company's revenue accounting in 2021 is true and accurate in combination with the impact of accounting error correction and adjustment on operating revenue matters, project progress, customer performance ability, etc, Whether it complies with the provisions of the accounting standards for business enterprises.
(4) Please explain the main contents of the deduction items of operating income, the specific business and deduction basis for your company to judge the operating income to be deducted, and check and explain the compliance of your company's operating income deduction item by item according to the specific deduction items listed in Section III "matters related to operating income deduction" of the self regulatory guide for companies listed on GEM No. 1 - business handling of the exchange Accuracy, whether there are items that should be deducted but not deducted, and whether the operating income after deduction in 2021 is less than 100 million yuan. If so, please supplement the risk disclosure tips.
The annual audit accountant shall check and give clear opinions.
2. According to the announcement on the progress and apology of other risks in stock trading recently disclosed by your company, the company signed the strategic cooperation agreement with Beijing Zhiyun Asset Management Co., Ltd. (hereinafter referred to as "Beijing Zhiyun") in October 2021. After the signing of the strategic cooperation agreement, the company and Beijing Zhiyun immediately started debt liquidation, The company coordinates and organizes the company's suppliers to hold a creditor's meeting, and the creditor transfers the creditor's rights to Zhengzhou Zhiyun Youyan enterprise management center (limited partnership) (hereinafter referred to as "Zhiyun Youyan") and waives the right of recourse against the company. After the transfer of creditor's rights, the creditor of the company was changed to Zhiyun Youyan, and the original amount owed by the company to the supplier was eliminated accordingly. In December 2021, the controlling shareholder Wang Yingyan received a loan of 595 million yuan from Yantai Zhiyun Youyi No. 1 Investment Center (limited partnership) (hereinafter referred to as "Zhiyun Youyi") to repay the funds occupied by the listed company. After receiving the repayment from the controlling shareholder, the company paid 594.9598 million yuan to Zhiyun Youyan. According to the reply of gem concern letter [2021] No. 551, according to the verified situation of the company, it is not found that the controlling shareholder agreed on the flow direction of the loan fund for the repayment of Zhiyun Youyan while signing the loan agreement with Zhiyun preferred. The two economic behaviors are not mutually preconditioned, so the company judges that they are not a package arrangement.
(1) After the supplier transfers the creditor's rights totaling 594959800 yuan to Zhiyun Youyan, the amount of debt repaid by your company to Zhiyun Youyan is still 594959800 yuan. Please explain your company's specific work in the process of supplier's creditor's rights transfer. Your company does not directly pay the repayment to the supplier, but the reason and rationality of paying to Zhiyun Youyan after the supplier transfers the creditor's rights, and whether there are other undisclosed agreements and arrangements between your company and Zhiyun preferred, Zhiyun Youyan and suppliers Whether Zhiyun Youyan has made profits in the above-mentioned trading arrangements and whether the above-mentioned trading arrangements have damaged the interests of listed companies, small and medium-sized investors and other creditors.
(2) According to the reply of gem attention letter [2021] No. 551, the reason why the company pays to Zhiyun Youyan immediately after receiving the payment is that it gives priority to the repayment of funds to suppliers, especially the construction project suppliers that are still cooperating and investing have basically participated in the transfer of creditor's rights of Zhiyun Youyan, After receiving the notice of creditor's right transfer jointly confirmed by Zhiyun Youyan and the original creditor, the company fulfilled its payment obligation to Zhiyun Youyan. The company's supplier has transferred the creditor's rights to Zhiyun Youyan, and the company does not have the obligation to pay the supplier. Please truthfully explain the specific reasons for your company's payment to Zhiyun Youyan immediately after collection, whether Zhiyun Youyan pays off the supplier's debts before your company makes payment to it, and carefully judge whether the repayment of the funds borrowed by your controlling shareholder to your company and your company's repayment to Zhiyun Youyan are a package arrangement.
The independent directors of the company are requested to check and express clear opinions.
3. On November 13, 2020, your company disclosed the suggestive announcement on the extension of the general election of the board of directors and the board of supervisors. The term of office of the third board of directors and the board of supervisors expired on November 14, 2020.
However, the company has not completed the general election of the new board of directors and board of supervisors, and the actual term of office of the third board of directors and board of supervisors of the company has exceeded the statutory term of three years. Since April 23, 2021, independent directors Chai Mingliang, Wang Shaofei, Zhao Shan, Sha Zhizhi and Zhou Lianbi, non independent directors Wang Yong and pan naiyun, supervisor Zhang Zhiling, chief financial officer, Secretary of the board of directors, several deputy general managers and securities affairs representatives of your company have resigned. Since May 5, 2021, your company has not yet appointed the chief financial officer, Secretary of the board of directors and securities affairs representative. (1) The company is requested to verify and disclose the specific reasons and rationality of the failure to complete the term change for more than one year, the impact of the failure to complete the term change on the company's production and operation and corporate governance, the progress and expected completion time of the election of the new board of directors and board of supervisors, and whether the failure to complete the term change in time complies with the provisions of the company law and other laws and regulations and the articles of association.
(2) Please explain in detail the specific reasons for the resignation of the above directors and supervisors, whether there are major adverse changes in the company's production and operation, and whether there are violations by the company, controlling shareholders, actual controllers and their related parties.
(3) According to the announcement on the election of independent directors, the term of office of the proposed independent directors Liu Chao and Shen Rong can be from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the third board of directors, and the third board of directors has expired on November 14, 2020. Please explain the rationality of appointing independent directors without changing the board of directors.
(4) According to the independent opinions on matters related to the 46th meeting of the third board of directors of the company, Liu Chao is an accounting professional. Please explain the specific situation of Liu Chao as an accounting professional and whether Liu Chao and Shen Rongke have the qualifications of independent directors in combination with the relevant rules such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the rules for independent directors of listed companies and the professional qualifications and work experience of the proposed independent directors Independence and competence.
(5) In combination with the data quality of your company's information disclosure and financial report, please explain whether the vacancy of chief financial officer and Secretary of the board of directors will have an adverse impact on the audit and information disclosure of your company's annual report in 2021, and the measures your company has taken and plans to take to ensure the normal operation of corporate governance and operation, Specific arrangements and current progress of subsequent supplementary appointment of relevant senior managers. (6) Please explain the impact of the expiration of the board of directors and the resignation of the above-mentioned personnel on the company's production and operation, decision-making on major matters, effectiveness of internal control, etc.
(7) Please explain the specific reasons for your company's independent directors Sha Zhihui and Zhou Lianbi's resignation, whether they can perform their duties independently during their tenure, whether they are concerned about matters that have a significant adverse impact on the company's production and operation, whether they are concerned about the violations of the company, controlling shareholders, actual controllers and their related parties, and check the above problems and express clear opinions.
4. On January 19, 2022, your company disclosed the announcement on the reply to the attention letter of Shenzhen Stock Exchange (hereinafter referred to as "gem attention letter [2022] No. 36 reply"), which shows that your company has accumulated 35 lawsuits within 12 consecutive months, with a total amount of 990 million yuan, accounting for 42.24% of the latest audited net assets.
(1) Several lawsuits involving your company have been adjudicated by the court. Please explain the details of estimated liabilities, the basis and sufficiency of accrual, and the specific accounting treatment of accrual of estimated liabilities. The annual audit accountant shall check and give clear opinions.
(2) In the gem attention letter [2022] No. 36 reply, the plaintiff's claim amount of litigation matters such as items 5, 16 and 35 is inconsistent with the amount involved in the listed litigation, and the total amount involved in 35 litigation matters is also different from the disclosed amount of 990 million yuan. Please carefully check the accuracy of the relevant information of each litigation matter and explain the specific reasons for the inconsistency between the amount of litigation claim and the amount listed.
(3) Please verify whether your company (including the holding company) has other undisclosed small claims litigation and arbitration matters, and whether there are other litigation and arbitration matters that should be disclosed but not disclosed. If so, please supplement the specific situation and progress of relevant matters.
5. The performance forecast shows that your company has not signed a business agreement with the audit institution on the audit of financial statements in 2021. Please explain the current progress of employing annual audit accountants, and promote the audit of 2021 annual report as soon as possible to ensure that the company's 2021 annual report is disclosed on schedule according to law.
6. Please explain whether there are major defects in your company's internal control and corporate governance in combination with the answers to the above questions, as well as your company's repeated correction of accounting errors, false repayment of fund occupation, failure to reply to our inquiry within the specified time limit, major litigation, delayed information disclosure such as the waiting for freezing of new shares held by controlling shareholders. Independent directors and annual audit accountants of the company are requested to check and express clear opinions.
Please make a written statement on the above matters, submit the relevant explanatory materials to our department and disclose them to the public before February 11, 2022, and send a copy to the listed company supervision division 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
