Securities code: 002260 securities Name: * ST deo Announcement No.: 2022-019 Dea General Aviation Holding Co.Ltd(002260) about Shenzhen Stock Exchange
Letter of concern about Dea General Aviation Holding Co.Ltd(002260)
Reply
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important:
The reply to the letter of concern of the exchange is the company's opinion. There is still uncertainty about whether the company's shares can be restored to the market, and there is still a risk that the company's shares may terminate the listing. Finally, the decision made by the Listing Committee of Shenzhen Stock Exchange on whether to agree to the resumption of the listing of the company's shares shall prevail. At that time, the company will strictly comply with the provisions and requirements of relevant laws and regulations, Timely fulfill the obligation of information disclosure. Please pay attention to investment risks.
On February 8, 2022, Dea General Aviation Holding Co.Ltd(002260) (hereinafter referred to as "the company") received the attention letter on Dea General Aviation Holding Co.Ltd(002260) issued by Shenzhen Stock Exchange (company Department attention letter [2022] No. 128, hereinafter referred to as "the attention letter"), The company is required to explain the matters related to the receipt of the notice on terminating the recommendation of Dea General Aviation Holding Co.Ltd(002260) resumption of listing from the sponsor of resumption of listing, Federal Reserve Securities Co., Ltd. (hereinafter referred to as "Federal Reserve securities"). The company attaches great importance to the issues involved in the letter of concern and actively organizes the reply work. The reply to the issues concerned in the letter of concern is as follows:
Question: in combination with the termination of the recommendation work of the Federal Reserve Securities for resumption of listing and considering that your company is no longer qualified for resumption of listing, the civil judgment disclosed by your company on February 7, 2022 shows that your company has violated the guarantee and needs to bear the liability for compensation, The conflict between the provisions of article 13.2 of the revised rules of shareholders' meeting on November 31, 2018 and the first amendment of the rules of shareholders' meeting on December 31, 2018, which has been revised one by one, shows that the dispute between Cao's application for listing of the company and the first amendment of the rules of shareholders' meeting on December 31, 2018 has had an impact on the resumption of the listing of the company, State whether your company meets the conditions for applying for resumption of listing and disclose it to the public before February 10, 2022. If not, please withdraw the application materials for resumption of listing. reply:
1、 Impact of relevant matters on the company
1. The Fed Securities believes that there is no objective basis for the company to resume listing, and the company believes that it still has the conditions to resume listing
The company's bankruptcy reorganization and the capital of investors' subscription for converted shares can still ensure that the operating capital of the company is relatively abundant. The company's main business complies with national policies and regulations, and its business model adapts to market demand. Since the reorganization, the company has gradually optimized and adjusted its product structure and improved its business structure; At the same time, after the new management is selected, the management level will be improved, the operation efficiency will be enhanced, and the profitability of the company will be improved. There is no objective basis for the Fed securities to say that the company's "going concern ability is uncertain and does not meet the conditions for resumption of listing". At present, the accounting firm hired by the company is normally promoting the annual audit in 2021, and the final data shall be subject to the audit data publicly disclosed. The company believes that it has the conditions to resume listing, For details, please refer to "II. The company meets the conditions for applying for resumption of listing in article 14.2.1 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018)" and "III. The application documents submitted by the company for resumption of listing comply with the provisions of article 14.2.13 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018)".
2. After receiving the civil judgment, the estimated liabilities shall be recognized accordingly as a post period event in 2021, which will not affect the accounting treatment in 2019 and will not be retroactively adjusted
With regard to the litigation dispute between the company and Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Guangzhou rural commercial bank"), the company believes that: when the company prepared and approved the 2019 and previous annual financial reports, the litigation related to the balance replenishment agreement of Guangzhou Rural Commercial Bank Trust Loan did not occur, and the company did not obtain reliable information related thereto, At that time, the established information that the estimated liabilities should be recognized was not known, so it did not belong to the situation of early-stage error correction specified in the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and error correction; The judgment event occurred on January 30, 2022, and the current obligation that may make the company liable for compensation is expected to be recognized as a subsequent event in 2021. Therefore, the matters involved in the case of Guangzhou rural commercial bank will not affect the accounting treatment of the company in 2019, and the data of financial statements in 2019 will not be retroactively adjusted.
In addition, the court of first instance of the above lawsuit ruled that the company should bear the liability for compensation within the range of 15856666.67 yuan. The judgment has confirmed that the difference supplement agreement between the company and Guangzhou rural commercial bank is invalid, and the company shall not bear the guarantee liability. On this basis, the company will appeal the judgment requiring the company to bear compensation liability within the statutory period. As the case is still in the first instance stage, the judgment has not yet taken effect, and the company is actively appealing, the lawsuit has not had a significant impact on the normal production and operation of the company.
3. The contradiction between Cao Sheng, the restructuring investor, and xuntu education, the largest shareholder, has not yet had an impact on the corporate governance structure
With regard to the differences between Cao Sheng, the reorganization investor, and xuntu education, the controlling shareholder, the company believes that it is reasonable for the reorganization investors, as the company's shareholders, to have different opinions on the company's development strategy and governance concept. If individual shareholders believe that their shareholders' rights and interests have been infringed, they can be dealt with through normal judicial channels. The company will perform the obligation of disclosure in strict accordance with relevant regulations to ensure shareholders' rights. At present, the company's shareholders are negotiating and handling the differences, which has not had a significant impact on the company's governance structure.
2、 The company meets the conditions for applying for resumption of listing in article 14.2.1 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018)
1. The company disclosed the 2019 annual report within the statutory period
The company's 2019 annual report was published on cninfo.com on June 30, 2020 http://www.cn.info.com.cn. \u2000 disclosure. According to the provisions of the announcement on matters related to the audit and disclosure of annual reports of current listed companies (CSRC announcement [2020] No. 22) issued by the CSRC, "If a listed company is indeed unable to disclose the 2019 audited annual report on schedule due to the impact of the epidemic, it may postpone the disclosure in accordance with the announcement on matters related to the audit and disclosure of current listed companies and other annual reports issued by the CSRC and the provisions of this circular, but in principle no later than June 30." Therefore, the disclosure time of the company's 2019 annual report complies with article 14.2.1 of the stock listing rules of Shenzhen Stock Exchange (revised in November 2018) (hereinafter referred to as the "Listing Rules").
2. The audited net profit of the company in 2019 and the net profit after deducting non recurring profits and losses are positive. According to the audit report issued by ZTC Guanghua Certified Public Accountants (ZTC Guanghua Shenhui Zi (2020) No. 217086), the net profit of the company in 2019 is 29317340.15 yuan, and the net profit attributable to the owner of the parent company is 29281129.76 yuan, The net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 21379612.29 yuan.
The audited net profit of the company in 2019 and the net profit after deducting non recurring profits and losses are positive, in line with the provisions of item (I) of article 14.2.1 of the listing rules.
3. The audited ending net assets of the company in 2019 are positive
According to the audit report issued by ZTE Cai Guanghua Certified Public Accountants (ZTE Cai Guang Hua Shen Hui Zi (2020) No. 217086), the audited net assets of the company in 2019 were 30702076.37 yuan and the net assets attributable to the owners of the parent company were 28363990.67 yuan.
The audited ending net assets of the company in 2019 are positive, which meets the provisions of item (2) of article 14.2.1 of the listing rules.
4. The audited operating income of the company in 2019 shall not be less than 10 million yuan
According to the audit report issued by ZTE Cai Guanghua Certified Public Accountants (ZTE Cai Guang Hua Shen Hui Zi (2020) No. 217086), the audited operating income of the company in 2019 was 467769887.01 yuan.
The audited operating income of the company in 2019 shall not be less than 10 million yuan, which complies with the provisions of item (III) of article 14.2.1 of the listing rules.
5. The company's 2019 financial and accounting report has not been issued with qualified opinions, unable to express opinions or negative opinions
According to the audit report issued by ZTE Cai Guanghua Certified Public Accountants (ZTE Cai Guang Hua Shen Hui Zi (2020) No. 217086), ZTE Cai Guanghua certified public accountants audited the financial status and operating results of the company in 2019, and issued an unqualified audit report with highlights on June 28, 2020.
The company's 2019 financial and accounting report has not been issued with qualified opinions, unable to express opinions or negative opinions, which complies with the provisions of item (4) of article 14.2.1 of the listing rules.
6. The company has the ability of sustainable operation
The company's bankruptcy reorganization and the capital of investors' subscription for converted shares can still ensure that the operating capital of the company is relatively abundant. The company's main business complies with national policies and regulations, and its business model adapts to market demand. Since the reorganization, the company has gradually optimized and adjusted its product structure and improved its business structure; At the same time, after the new management is selected, the management level will be improved, the operation efficiency will be enhanced, the operation plan will be clarified, and the profitability of the company will be improved.
In addition, on December 16, 2020, Mr. Fang Kangning, the actual controller of the company, and his spouse made a written letter of commitment, promising that he would bear unlimited joint and several guarantee liability for the litigation / arbitration losses of the listed company that may be caused by the balance replenishment agreement, and was willing to pay in advance and promised to irrevocably waive the recovery from the listed company. Therefore, the company and its actual controllers and other parties have actively taken various means to avoid the possible adverse impact of the lawsuit on the normal operation of the company and ensure that the listed company has the ability of sustainable operation.
To sum up, the company has the ability of sustainable operation and meets the provisions of item (5) of article 14.2.1 of the listing rules.
7. The company has a sound corporate governance structure and internal control system, and the operation is standardized. There are no false records in the financial and accounting reports
The company has established a corporate governance structure including the general meeting of shareholders, the board of directors, the board of supervisors and the management in accordance with the company law, the securities law, the listing rules and other laws and regulations and the requirements of the normative documents of the CSRC on corporate governance, The company has established the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, working system of independent directors, rules of procedure of the board of supervisors, management system of information disclosure, management system of external guarantee, management system of connected transactions and other rules and regulations, and established a relatively perfect and sound internal control management system, covering all aspects of business links. Each organization of the company has clear responsibilities and performs its own duties. The members of the board of directors, the board of supervisors and the company's senior managers understand the relevant laws and regulations for the standardized operation of listed companies and can perform their duties according to law.
On June 28, 2020, the board of directors of the company issued the 2019 annual internal control evaluation report, and ZTE CGHs Zi (2020) No. 217086) and internal control verification report (ZTE CGHs Zi (2020) No. 217038) with unqualified opinions with emphasis.
In addition, in the first instance judgment of Guangzhou intermediate people's Court on the financial dispute case of Guangzhou rural commercial bank suing 18 defendants including the company, the company believed that the company had the problem of poor seal management, but the company believed that the company was involved in the above financial case was an individual ultra vires act of the chairman and legal representative of the company at that time, which was not an act of the company, Moreover, when the company resumed listing and submitted the application, there were no internal control problems such as poor seal management.
To sum up, the company has a sound corporate governance structure and internal control system with standardized operation, and there are no false records in the financial and accounting reports, which is in line with the provisions of item (6) of article 14.2.1 of the listing rules.
8. There are no circumstances under which the listing of shares shall be suspended or terminated as stipulated in these rules
The company does not have the situation that the listing should be suspended or terminated as stipulated in the listing rules, which is in line with the provisions of item (7) of article 14.2.1 of the listing rules.
9. The company shall submit an application for resumption of listing within the statutory period
On June 30, 2020, the company held the 17th meeting of the 5th board of directors and deliberated and adopted the report on the company meeting the conditions for resumption of listing and applying for resumption of listing. On June 30, 2020, the company opened the website \u2000 http://www.cn.info.com.cn. \u2000 disclosed the 2019 annual report. On July 6, the company submitted a written application for resumption of listing of shares to Shenzhen Stock Exchange.
The company shall submit a written application for resumption of listing within five trading days after the disclosure of the 2019 annual report, which complies with article 14.2.1 of the listing rules.
To sum up, the company believes that the company meets the conditions for resumption of listing specified in article 14.2.1 of the listing rules. 3、 The application documents submitted by the company for resumption of listing comply with article 14.2.13 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018)
On July 6, 2020, the company submitted a written application for resumption of listing of shares to Shenzhen Stock Exchange, together with the full application specified in article 14.2.13 of the listing rules
