Securities code: 600593 securities abbreviation: * ST Shengya Announcement No.: 2022-004
Dalian Sunasia Tourism Holding Co.Ltd(600593)
Announcement on reply to inquiry letter of Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Dalian Sunasia Tourism Holding Co.Ltd(600593) (hereinafter referred to as “the company”) received the inquiry letter on Dalian Sunasia Tourism Holding Co.Ltd(600593) performance forecast issued by the second Department of management of listed companies of Shanghai Stock Exchange on January 25, 2022 (SSE Gong Han [2022] No. 0059, hereinafter referred to as “the inquiry letter”), and the company carefully checked the matters concerned in the inquiry letter together with the annual audit accountant, The reply on the relevant matters in the inquiry letter is as follows:
1、 The announcement disclosed that the company expects to realize an operating revenue of about 204 million yuan in 2021, and the operating revenue after deducting the business revenue irrelevant to the main business and the revenue without commercial substance is about 170 million yuan. The company is requested to: (1) supplement and disclose the operating income, operating cost, gross profit margin and year-on-year changes of sub products, as well as the specific reasons for the changes; (2) Supplement and disclose the specific conditions of income deduction, including the formation of the deducted part of income and the reasons for deduction; (3) In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 2 – business handling > No. 7 – Financial delisting indicators: operating income deduction (hereinafter referred to as “operating income deduction”), explain whether other related businesses of the company are new trading businesses or financial business income, whether the transaction price is fair Whether it is a connected transaction, whether there is any situation that has nothing to do with the main business or does not have commercial substance. The annual audit accountant is invited to express opinions and issue special instructions on the elimination of pre audit.
reply:
(I) supplementary disclosure of operating income, operating cost, gross profit margin and year-on-year changes of sub products, as well as the specific reasons for the changes
In 2021, the operating revenue, operating cost, gross profit margin and year-on-year changes of the company’s products are as follows:
Operating revenue operating cost gross profit margin operating revenue operating cost gross profit margin increased or decreased by product (yuan) (yuan) (%) over the previous year (%)
Minus (%)
Scenic spot operation 132110355.42 120078183.82 9.11 101.22 48.12 increased by 32.59 percentage points
Commercial lease 13104697.17 4933968.12 62.35 -18.28 -48.02, an increase of 21.55 percentage points
Proprietary business 7826596.26 3301231.02 57.82
Exhibition services 12351929.17 11838301.01 4.16 43.48 52.40 decreased by 5.61 percentage points
Animal management 38852742.40 1610126.98 95.86 77.55 28.60 increased by 1.58 percentage points
Others 221088.53 213359.06 3.50 -89.15 -88.92, a decrease of 2.01 percentage points
Note: the above data has not been audited.
1. Scenic spot operation: in 2021, with the mitigation of covid-19 epidemic, the company’s scenic spot ticket and annual card income increased significantly compared with 2020;
2. Commercial leasing: in 2021, the company’s commercial leasing income decreased compared with that in 2020, mainly due to the decline of the leasing income of the holding subsidiary Dalian Xinghaiwan Shengya Tourism Development Co., Ltd. and the conversion of some businesses of the company to self operation;
3. Self operated business: in 2021, the company converted some businesses in scenic spots into self operated mode. At the same time, with the operation of Harbin phase II project, the self operated business income increased;
4. Exhibition services: in 2021, with the mitigation of covid-19 epidemic, the holding subsidiary Dalian Shanghai New World Co.Ltd(600628) Exhibition Services Co., Ltd. undertook an increase in exhibitions, and the income of exhibition services increased accordingly;
5. Animal management: animal management mainly includes the sales of consumptive biological assets and the export of biological light assets. In 2021, the company sold 80 consumptive penguins and increased the export of external light assets, resulting in a corresponding increase in animal management income.
(II) supplementary disclosure of the details of income deduction, including the formation of the deducted part of income and the reasons for deduction, etc
The details and reasons of the company’s income deduction in 2021 and the comparison with that in 2020 are as follows:
2020 2021
Income type (unit: 10000 yuan) (unit: 10000 yuan, deduction reason)
Unaudited)
Business income unrelated to main business 203.72 22.11 other income unrelated to main business
Ticket revenue of the scenic spot is 941.11 \\ \\ unrecognized revenue with reservations in 2020
In 2020, the sales revenue of consumable biological assets was deducted as new revenue, except 1876.00 and 3434.00. For prudence, it will still be deducted as revenue in 2021
Total 3020.83 3456.11
Operating income after deduction 8401.11 16990.63
To sum up, in 2020, the company’s revenue deduction items totaled 30.2083 million yuan, and the operating income after deduction was 840.111 million yuan
10000 yuan, less than 100 million yuan, touching article 13.3.2 of the stock listing rules of Shanghai Stock Exchange (revised in December 2020)
According to the relevant provisions on delisting risk warning, Shanghai Stock Exchange will delist the company’s shares from July 22, 2021
Risk warning.
Accordingly, in consideration of prudence, in 2021, the company will deduct the sales revenue of consumptive biological assets and the business revenue irrelevant to the main business. After deduction, the company’s operating revenue is expected to be 169.9063 million yuan.
(III) refer to Article 7 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – business handling
No. – Financial delisting index: operating income deduction (hereinafter referred to as “operating income deduction”) indicates whether other related businesses of the company are new trade businesses or financial business income, whether the transaction price is fair, whether it is related party transactions, and whether there are situations that are irrelevant to the main business or do not have commercial substance
In 2021, the operating income of the company after deducting the business income irrelevant to the main business and the income without commercial substance is 169.9063 million yuan. The details are as follows:
Whether the operating income is new trade, whether the transaction price is related transaction, whether there is any situation that has nothing to do with the main business sub product (10000 yuan) business or the fair trade of financial industry, or does not have the essence of business income
Scenic spot operation 13211.04 no
Commercial lease 1310.47 no
Proprietary business 782.66 no at market price no no
Exhibition services 1235.19 no pricing, price public, including related party transactions no
The allowable income is 4.34 million yuan
Animal management 451.27 no
(Note 1)
Total 16990.63
Note: the above data has not been audited.
Note 1: in 2021, after deducting the business income irrelevant to the main business and the income without commercial substance, the animal operating income is 4.5127 million yuan, mainly the income from animal leasing and technology export, which is the light asset export project of the company.
In conclusion, according to the relevant provisions of operating income deduction, in 2021, after deducting the business income irrelevant to the main business and the income without commercial substance, the company’s operating income has no income from new trade business or financial business, the transaction price is fair, the income from related parties is small, and there is no situation irrelevant to the main business or without commercial substance. (IV) invite the annual audit accountant to express opinions and issue special instructions on eliminating the pre audit
Accountant’s reply:
The annual audit accountant entered the company on January 4, 2022 to carry out annual report audit. According to the special instructions as of this date
The audit procedures and audit evidence obtained by the accountant as of the date of issuance shall be deducted by the company in 2021
Except for the sales income of consumptive biological assets and other business income, the accountant did not find that the company met the business requirements
The definition of “business income irrelevant to the main business and income without commercial substance” in the relevant provisions of income deduction
Other income. With the progress of audit work, accountants may obtain new or further audit evidence, which can
It can lead to the special explanation and the special audit of the accountant on the statement of operating income deduction of Dalian Shengya in 2021
There are differences between the opinions. The specific audit opinions are based on the special audit issued by the accountant after completing the audit work in 2021
The opinion report shall prevail.
2、 According to the 2020 annual report and inquiry reply, the company regards penguins with the purpose of sale as consumable biological assets,
Revenue is recognized at the time of sale. The on-site inspection results show that there are defects in the enterprise’s internal asset management and accounting processes,
There are some problems such as incomplete and inconsistent records in penguin’s account. Please make supplementary disclosure: (1) combined with the enterprise in 2021
For goose sales, please list the sales and accounting treatment of consumption and production penguins respectively, including sales quantity
Sales unit price, sales amount, sales customers, Penguin source (self breeding or outsourcing), Penguin area (exhibition)
Area or temporary maintenance area), accounting treatment (recognized income or income from asset disposal); (2) According to operating income deduction
For relevant regulations, please specify whether penguin’s sales revenue belongs to the deduction item of revenue. If not, please specify the company’s target
Take rectification measures for the problems existing in the early stage and issue corresponding rectification reports; (3) Please elaborate on the annual audit accountant
Specify the audit procedures implemented or to be implemented for penguin income, and express clear opinions on the above issues.
reply:
(I) in combination with the penguin sales in 2021, the company is requested to list the consumption and production Penguin sales and meetings respectively
Calculation and processing, including sales quantity, sales unit price, sales amount, sales customer and Penguin source (self breeding)
Outsourcing), Penguin ownership area (exhibition area or temporary breeding)
