Notice on Guangdong Saca Precision Manufacturing Co.Ltd(300464) gem notice [2022] No. 100 Guangdong Saca Precision Manufacturing Co.Ltd(300464) board of directors:
On the evening of January 26, 2022, your company disclosed the 2021 annual performance forecast, the announcement on the company's lawsuit and other announcements. Your company expects a loss of 1.24 billion yuan to 1.42 billion yuan in 2021, which is mainly due to the decline of operating performance, the provision for goodwill impairment and the provision for inventory depreciation. Our department is concerned about this. Please verify and explain the following items: 1 The book value of goodwill of your company at the end of the third quarter of 2021 was 1.015 billion yuan, which was mainly formed by the acquisition of Shenzhen Zebao Innovation Technology Co., Ltd. (hereinafter referred to as "Zebao technology"). The performance forecast shows that the company's performance in the second half of the year has been impacted by the Amazon Title event. The revenue of the consumer electronics sector is expected to decline by 46% year-on-year in 2021. Your company plans to withdraw about 600 million yuan of goodwill impairment provision for the asset group where Zebao technology is located, and about 400 million yuan of inventory depreciation provision for the ending inventory of Zebao technology.
(1) Please supplement and disclose the detailed process of this goodwill impairment test, including the identification and composition of the asset group, key assumptions, main parameters, prediction indicators, etc., and explain whether the selection of relevant assumptions, parameters and indicators has undergone significant changes, reasons and rationality compared with the impairment test in the 2020 Annual Report.
(2) Please explain whether the time point of the company's goodwill impairment is accurate, whether the goodwill impairment test in previous years is prudent and reasonable, and whether the provision for goodwill impairment is sufficient in combination with the operation, industry status, profit forecast and actual operating performance of Zebao technical assets group in recent three years, Whether it complies with the relevant provisions of accounting standards for Business Enterprises No. 8 - asset impairment and accounting supervision risk tips No. 8 - goodwill impairment.
(3) At the end of the third quarter of 2021, the book value of your company's inventory was 1.010 billion yuan. Please specify the basic information of inventories, the amount of provision for falling price, the basis of provision and its rationality, the adequacy of provision for falling price of inventories in previous periods, and whether there is a case of adjusting profits through provision for falling price of inventories.
(4) Please explain the number of stores sealed up by the e-commerce platform due to violation of the platform policy by the end of 2021, the amount of frozen funds, the impact on the operating revenue and net profit, the progress of solving the violations, etc., and calculate the operating performance of your company in the fourth quarter after deducting the provision for goodwill impairment and the provision for inventory depreciation, Whether there is a sharp decline compared with the first three quarters and its reasons, and in combination with the main mode of your company's current cross-border e-commerce business, explain whether the external business environment is facing the risk of continuous deterioration, whether the decline of your company's operating revenue and net profit is sustainable, the countermeasures to be taken, and whether the information disclosure related to risk matters is timely, accurate and complete.
2. According to the announcement on the lawsuit filed by the company, your company intends to request the restructuring performance of Zebao technology for overseas taxes and fines, and fulfill the obligation of compensation to the gambling party, involving a total amount of 49.1956 million yuan. In combination with your company's lawsuit request, please explain the specific circumstances of other tax related matters except those that should be paid back to the French tax authorities, and whether the relevant information disclosure of your company in the early stage is not timely.
3. 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 8, 2022, and send a copy to the listed company supervision division of Guangdong 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
