Securities code: 002640 securities abbreviation: * ST cross border Announcement No.: 2022-021 Global Top E-Commerce Co.Ltd(002640)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Global Top E-Commerce Co.Ltd(002640) (hereinafter referred to as “the company” or “cross-border link”) received the letter of concern on Global Top E-Commerce Co.Ltd(002640) from Shenzhen Stock Exchange on January 29, 2022 (company department concern letter [2022] No. 93), and now makes the following reply to relevant questions:
1、 According to the announcement, your company expects the impact of non recurring profits and losses on the net profit during the reporting period to be RMB 2.8-3.1 billion, mainly due to the excess loss in the early stage of bankruptcy of Shenzhen global Tesco e-commerce Co., Ltd. (hereinafter referred to as “Shenzhen global”), which confirmed that the investment income increased by about RMB 2.2 billion. Please list the recognition basis and specific calculation process of the investment income, and whether the relevant accounting treatment complies with the provisions of the accounting standards. Independent directors and annual audit accountants are invited to give verification opinions.
Reply: 1. Please list the recognition basis and specific calculation process of the investment income, and whether the relevant accounting treatment complies with the provisions of the accounting standards.
In December 2021, Shenzhen universal has been accepted for bankruptcy liquidation by Taiyuan intermediate people’s Court of Shanxi Province (hereinafter referred to as “Taiyuan intermediate people’s court”), and has been taken over by the administrator designated by Taiyuan intermediate people’s court. The administrator of Shenzhen universal has completed the handover of Shenzhen Universal’s official seal, seal, certificate, industrial and commercial registration materials, account books and bank u-shield, Took over the management of various assets and businesses; In addition, Shanxi Bangning law firm issued the legal opinion on Global Top E-Commerce Co.Ltd(002640) losing control of the wholly-owned subsidiary Shenzhen Shenzhen global e-commerce Co., Ltd.
According to the provisions of accounting standards for Business Enterprises No. 33 – consolidated financial statements, “the consolidation scope of consolidated financial statements shall be determined on the basis of control. Control refers to that the investor has the power to the investee, enjoys variable returns through participating in relevant activities of the investee, and is able to use the power to the investee to affect its return amount.” The company lost control over it, and Shenzhen universal will no longer be included in the scope of the company’s consolidated statements in 2021.
Article 50 of the accounting standards for Business Enterprises No. 33 – consolidated financial statements: if an enterprise loses its control over the investee due to the disposal of part of its equity investment, when preparing the consolidated financial statements, the remaining equity shall be re measured according to its fair value on the date of loss of control. The sum of the consideration obtained from the disposal of equity and the fair value of the remaining equity, less
Calculation of the original shareholding ratio shall enjoy the balance between the shares of the net assets of the original subsidiary continuously calculated from the purchase date or merger date
The difference is included in the investment income of the current period when the control right is lost, and the goodwill is offset at the same time. Other related to equity investment of original subsidiaries
When the investment right is lost, it shall be transferred to the current comprehensive income, etc.
Shenzhen globegroup is no longer included in the scope of consolidated financial statements, and has reversed the excess losses formed by Shenzhen globegroup over the years at the consolidation level
About RMB 4.828 billion, as follows:
Unit: 100 million yuan
Year 2014 2015 2016 2017 2018 2019 2020 2021 total
Net profit attributable to parent company 0.2 1.7 3.4 7.1 2.5 – 26 – 31 – 3.6 – 45.7
Profit distribution — 0.8 1.78 — 2.58
Total 0.2 1.7 3.4 6.3 0.72 – 26 – 31 – 3.6 – 48.28
The company confirmed the loss of long-term equity investment of 3.212 billion yuan to Shenzhen global. Comprehensive income and capital related to Shenzhen Global
When the control right is lost, the surplus is converted into the current investment income of about 607 million yuan, which is detailed as follows:
Unit: 100 million yuan
Year 2014 2015 2016 2017 2018 2019 2020 2021 total
Capital reserve – 0.01 0.1 0.01 0.01 — 2.76 2.89
Other comprehensive equity -0.01 0.18 0.56 -1.13 1.13 -0.06 1.91 0.6 3.18
Total -0.01 0.19 0.66 -1.12 1.14 -0.06 1.91 3.36 6.07
Note: ① from 2015 to 2018, the capital reserve was generated due to the interest free loan provided by the company’s shareholders to Shenzhen global, so the corresponding profit was made
Interest is included in capital reserve; The capital reserve in 2021 is due to patoson’s exemption from the debt of Shenzhen universal and its subsidiaries.
② Other comprehensive equity is caused by the translation difference of foreign currency financial statements.
To sum up, the impact on the company’s consolidated financial statements is about 2.223 billion yuan. The company transferred back to Shenzhen globegroup this year
The excess loss of Du is formed by its operating losses over the years and has been included in the undistributed profits in the consolidated statements of previous years
It shall be restored to the consolidated income statement when the statement is issued.
To sum up, the above accounting treatment of the company is in line with the provisions of the accounting standards for business enterprises.
2. Independent directors and annual audit accountants are invited to give verification opinions.
(1) Opinions of independent directors
After understanding and checking the relevant information of the company and in accordance with the accounting standards for Business Enterprises No. 33 – consolidated financial statements
According to the relevant provisions, we believe that the accounting treatment related to the reversal of excess losses in the early stage of Shenzhen universal, a bankruptcy liquidation subsidiary, is in line with the requirements of the enterprise
Relevant provisions of accounting standards for Industry and commerce.
(2) Annual audit accountant’s opinion
After understanding and checking the relevant information of the company and in accordance with the accounting standards for Business Enterprises No. 33 – consolidated financial statements
Hexin believes that the relevant accounting treatment of the early excess loss reversal of Shenzhen universal, a bankruptcy liquidation subsidiary, is in line with the relevant provisions of the accounting standards for business enterprises.
2、 The announcement shows that your company sold Shenzhen Qianhai patuoxun Network Technology Co., Ltd. (hereinafter referred to as “patuoxun”) and confirmed an investment income of about 800 million yuan. On August 31, 2021, your company disclosed in the 2021 semi annual report that the sale of patoson’s equity realized an investment income of 757 million yuan; On September 29, 2021, your company said in the announcement on the reply to the inquiry letter of the 2021 semi annual report of Shenzhen stock exchange that as of the reply date, the collection of the transfer payment for the sale of patoson’s equity has not been completed, and the remaining amount to be paid is about 628 million yuan. Your company is requested to supplement the latest progress of payback of patoson’s equity transfer up to now, and the measures your company has taken and plans to take to urge relevant parties to pay back; Combined with the above payment collection, further demonstrate the rationality and compliance of your company’s confirmation of 800 million yuan of investment income from the sale of patoson’s equity during the reporting period. Independent directors and annual audit accountants are invited to give verification opinions.
Reply: 1. Please supplement the latest progress of payback of patoson’s equity transfer up to now, and the measures your company has taken and plans to take to urge relevant parties to pay back; Combined with the above payment collection, further demonstrate the rationality and compliance of your company’s confirmation of 800 million yuan of investment income from the sale of patoson’s equity during the reporting period.
Up to now, the remaining amount to be paid for the sale of patoson’s equity transfer is about 615 million yuan. The measures taken and proposed to be taken to urge the relevant parties to collect the payment are as follows:
① Xiamen Yiwei Yihang investment partnership (limited partnership) and Guangzhou Xiyin international import and Export Co., Ltd. have not received a total of 53 million yuan. The company has filed a lawsuit with the court (the first instance has not been decided) to urge the other party to pay the equity transfer as soon as possible. ② Shenzhen Patuo brand investment partnership (limited partnership), Shenzhen yongpa investment partnership (limited partnership) and Shenzhen yongxun investment partnership (limited partnership) have not received a total of 326 million yuan. According to article 4.4.2 of Patuo equity transfer and capital increase agreement, The above-mentioned enterprises need to pay within 12 months from the date of completion of the industrial and commercial changes related to the equity transfer. At present, the payment term has not expired, and according to the agreement, the payment paid by the above-mentioned enterprises will be used to repay the debts between cross-border communication and its related parties and patoson. At present, the company actively maintains communication with the other party to ensure the smooth progress of relevant work.
③ Achiever ventures III (Hong Kong) Limited has not received the payment of 236 million yuan. In December 2021, the opposite party served the notice on terminating the equity transfer and capital increase agreement of Shenzhen Qianhai patuoxun Network Technology Co., Ltd, “In view of the major adverse changes in the main business of the target company before May 17, and the preconditions agreed in article 3.2.2 of the equity transfer and capital increase agreement have not been met until the expiration of the period agreed in article 7.1.3 of the agreement, we hereby notify to terminate the equity transfer and capital increase agreement 。 Please sign the equity transfer agreement for returning the equity to your company attached to this notice within 15 days from the date of receiving this notice, cooperate with the target company and us to go through the industrial and commercial change procedures for returning the equity to your company that has been registered in our name, and cooperate with our nominated directors to resign from the position of director of the target company and go through the industrial and commercial filing and registration procedures, Relevant expenses (if any) shall be borne by your company. “
The company has replied to the other party that other parties to the sale of patoson have made successive payments in accordance with the contract. Only achievements III (Hong Kong) Limited requests to terminate the agreement, which is not recognized by the company. It is hoped that both parties will still maintain effective communication and solve the equity transfer of patoson as soon as possible.
Up to now, there is no latest progress. If the follow-up parties fail to reach a consensus, the company will resolve the dispute through judicial channels to ensure that the interests of the company and shareholders are not damaged. As there are still major uncertainties in this part of equity transfer, based on the principle of prudence, the company has not confirmed the investment income corresponding to this part of equity transfer. If the agreement is terminated, the company will withdraw its equity in patoson; If the company continues to perform in accordance with the original equity transfer agreement and can recover the corresponding equity transfer amount, the company will recognize the relevant investment income.
To sum up, the company believes that the recognition of the investment income from the sale of patoson’s equity is reasonable and compliant in combination with the latest progress in the collection of patoson’s equity transfer.
2. Independent directors and annual audit accountants are invited to give verification opinions.
(1) Opinions of independent directors
Through the understanding and verification of the relevant situation of the company, we believe that the recognition of the investment income from the sale of patoson’s equity is reasonable and compliant in combination with the latest progress in the collection of patoson’s equity transfer.
(2) Annual audit accountant’s opinion
Based on the understanding and verification of the relevant situation of the company, Hexin believes that the recognition of the investment income from the sale of patoson’s equity is reasonable and compliant in combination with the latest payment collection progress of patoson’s equity transfer.
3、 The announcement shows that your company has fully accrued bad debt reserves of about 1.8 billion yuan for the current accounts of Shenzhen universal, and accrued estimated liabilities of about 200 million yuan for the guarantee litigation amount of Shenzhen universal. Whether the details of the company’s estimated bad debt provision and the basis for the disclosure of the company’s estimated bad debt provision comply with the above accounting standards. Independent directors and annual audit accountants are invited to give verification opinions. Reply: 1. Please supplement and disclose the basis and details of withdrawing the above bad debt reserves and estimated liabilities, and whether they comply with the provisions of the accounting standards for business enterprises.
(1) Details of bad debt provision and estimated liabilities
① The details of current accounts with full provision for bad debts of Shenzhen universal are as follows:
Unit: 10000 yuan
Fill in the balance of other receivables of the company
Global Top E-Commerce Co.Ltd(002640) 114,454.72
Shanghai Youyi e-commerce Co., Ltd. 33364.53
Shenzhen sateng e-commerce Co., Ltd. 31380.96
Total 179200.21
② Details of estimated liabilities accrued for Shenzhen Global
