Securities code: 002356 securities abbreviation: * ST Hemei Announcement No.: 2022-013 Shenzhen Hemei Group Co.Ltd(002356)
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.
Shenzhen Hemei Group Co.Ltd(002356) (hereinafter referred to as "the company" or "Hemei group") received the notice on Shenzhen Hemei Group Co.Ltd(002356) from Shenzhen Stock Exchange on January 29, 2022 (company Department notice [2022] No. 95). The company has carefully checked the questions raised in the letter of concern, and the reply is as follows:
On January 29, 2022, your company disclosed the annual performance forecast for 2021, which shows that it is expected to realize an operating income of 311 million yuan to 351 million yuan in 2021. After deducting the business income irrelevant to the main business and the income without commercial substance, the operating income is 301 million yuan to 341 million yuan, and the net profit attributable to the parent company is expected to be 716 million yuan to 915 million yuan, The net profit after deducting non-profit is - 40 million yuan to - 201 million yuan, and the estimated net assets are 526.2797 million yuan to 725.2797 million yuan. Our department is concerned about this. Please explain the following issues:
1、 On January 4, 2022, your company disclosed the announcement on the completion of the implementation of the company's reorganization plan, which showed that on December 31, 2021, your company received the civil ruling of Shenzhen intermediate people's court, which ruled to confirm the completion of the implementation of your company's reorganization plan. Please specify the revenue recognition time and amount of bankruptcy reorganization, the accounting process and recognition basis of debt restructuring profit and loss, whether the relevant accounting treatment is in compliance, and the impact on the company's operating revenue, net profit and net assets in 2021.
reply:
1. Revenue recognition time point of bankruptcy reorganization
The company received the civil ruling (2021) Yue 03 Po 618-3, (2021) Yue 03 Po 617-3, (2021) Yue 03 Po 616-3) served by Shenzhen intermediate people's Court (hereinafter referred to as "Shenzhen intermediate people's court") on December 31, 2021, The Shenzhen intermediate people's court ruled that the reorganization plans of Hemei group and its wholly-owned subsidiaries Huizhou haoningda Technology Co., Ltd. (hereinafter referred to as "Huizhou haoningda") and Shenzhen Hemei Commercial Co., Ltd. (hereinafter referred to as "Hemei commercial") have been completed. Therefore, the company takes December 31, 2021 as the revenue recognition time point of bankruptcy reorganization. The details are as follows:
According to the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan (hereinafter referred to as the "reorganization plan") approved by Shenzhen intermediate people's Court on December 29, 2021, this reorganization of the company takes the existing total share capital of 527806548 shares as the base, and implements the conversion of capital reserve into share capital at the proportion of about 14.84 shares per 10 shares, with a total of 783447973 shares. The above converted shares will not be distributed to the original shareholders and will be transferred free of charge. Among them, 598843962 shares will be used to introduce restructuring investors at the price of 1 yuan / share, and the remaining 184604011 shares will be used to pay off the debts of Hemei group and its core subsidiaries Huizhou haoningda and Hemei commerce. The investor also needs to invest 3 million yuan to reserve the company as cash to solve the historical compensation liability.
From November 29 to December 28, 2021, Shenzhen Hemei Group Co.Ltd(002356) Manager (hereinafter referred to as "the manager of Hemei group") and the account designated by the manager of Hemei group successively received the total restructuring investment of 598843962.00 yuan and the cash amount reserved for the company to solve the historical compensation liability of 3 million yuan, totaling 601843962.00 yuan. Part of the above funds invested in the company will be used for the cash settlement and bankruptcy reorganization expenses of Hemei group and its subsidiaries Huizhou haoningda and Hemei commercial creditors in the company's reorganization plan, and the rest will be used as a supplement to the company's working capital.
On December 31, 2021, 783447973 shares of the company's capital reserve were converted into shares, the equity registration was completed and transferred to the securities account designated by the manager of Hemei group.
To sum up, as of December 31, 2021, the share transfer funds payable by the reorganization investors of Hemei group have been paid in full to the manager's account of Hemei group or its designated account, and the cash and shares required to pay off the creditors according to the reorganization plan have also been paid or transferred to the manager's account of Hemei group or its designated account. The implementation of the company's reorganization plan has been completed, Accordingly, the company takes December 31, 2021 as the revenue recognition time point of bankruptcy reorganization.
2. The recognized amount of bankruptcy reorganization income and the accounting process of debt reorganization profit and loss
According to the preliminary calculation of the company, the income recognized due to bankruptcy reorganization is about 1.260 billion yuan. The specific calculation process is as follows:
Income from debt restructuring of bankruptcy reorganization = total amount of creditor's rights - priority repayment amount of property secured creditor's rights - cash repayment amount - number of shares to pay off debts * fair value of shares - bankruptcy related expenses
According to the reorganization plan, according to the preliminary calculation of the company, the total amount of creditor's rights to be paid off by the company and its cooperative reorganization subsidiaries Huizhou haoningda and Hemei commerce is about 2.007 billion yuan, After deducting the priority repayment amount of property secured creditor's rights is about 197 million yuan (in view of the uncertainty of the actual realization price of the secured property, the liquidation value of the secured property determined by the bankruptcy reorganization evaluation agency is temporarily taken as the priority repayment amount), the ordinary creditor's rights to be repaid are about 1.810 billion yuan, of which the cash repayment amount is about 69 million yuan, and the rest is repaid by shares, There are about 174 million debt paying shares. The fair value of debt paying shares is calculated according to the weighted average price of 5.12 yuan / share in the 20 trading days before the approval date of the restructuring plan. The fair value of debt paying shares is about 892 million yuan, and the difference of 850 million yuan is included in the income of debt restructuring. In addition, according to the resolution of the problems left over by history in the reorganization plan, for the creditor's rights that Hemei group guarantees in violation of regulations and may be liable for compensation, the reorganization investors of the company provide funds and stocks free of charge and pay off according to the settlement scheme of ordinary creditor's rights. After the reorganization investors provide free funds and stocks to the company to pay off the company's illegal guarantees and claims that may be liable for compensation, it is expected to increase the company's non operating expenditure by 916 million yuan, increase the capital reserve by about 467 million yuan, and generate debt restructuring income of about 445 million yuan. The estimated amount of relevant expenses incurred due to bankruptcy reorganization is about 35 million, and the income from debt restructuring needs to be deducted. Therefore, the net income from debt restructuring recognized by the company due to bankruptcy reorganization is estimated to be about 1.26 billion yuan.
According to the preliminary calculation of the company, the implementation of the reorganization plan of the company is completed, the company turns losses into profits in 2021, and the net assets become positive at the end of 2021.
The income from debt restructuring has no impact on the company's operating income in 2021, but it is expected to increase the company's net profit attributable to the parent company by about 1.26 billion yuan in 2021 and increase the company's net assets attributable to the parent company by about 3.22 billion yuan at the end of 2021.
Since the actual realization price of the guaranteed property is uncertain and the creditor's rights deferred for confirmation are still in the confirmation process, the above data are the preliminary calculation results of the company's financial department and have not been audited by the annual audit accountant. The final data will be different from the above amount. Please refer to the final audited 2021 annual report data of the company.
3. Recognition basis of debt restructuring income and compliance of relevant accounting treatment
Article 10 of the accounting standards for Business Enterprises No. 12 - debt restructuring stipulates that if the debt restructuring is carried out by means of assets to pay off debts, the debtor shall terminate the recognition when the relevant assets and the paid off debts meet the conditions for derecognition, and the difference between the book value of the paid off debts and the book value of the transferred assets shall be included in the current profits and losses.
Article 11 of the accounting standards for Business Enterprises No. 12 - debt restructuring stipulates that if the debt is converted into equity instruments for debt restructuring, the debtor shall terminate the recognition when the paid off debt meets the conditions for derecognition. When the debtor initially recognizes the equity instrument, it shall be measured according to the fair value of the equity instrument. If the fair value of the equity instrument cannot be measured reliably, it shall be measured according to the fair value of the paid off debt. The difference between the book value of the paid off debts and the recognized amount of equity instruments shall be included in the current profits and losses.
Article 12 of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments stipulates: "if the current obligation of a financial liability (or part of it) has been relieved, the enterprise shall terminate the recognition of the financial liability (or part of it)."
Article 14 of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments stipulates: "if the recognition of financial liabilities (or part thereof) is terminated, the enterprise shall include the difference between its book value and the consideration paid (including non cash assets transferred out or liabilities assumed) into the current profits and losses."
As of December 31, 2021, the share transfer funds payable by the reorganization investors of Hemei group have been paid in full to the manager's account of Hemei group or its designated account, and the cash and shares required to pay off creditors according to the reorganization plan have also been paid or transferred to the manager's account of Hemei group or its designated account. The implementation of the company's reorganization plan has been completed, Meet the conditions for debt derecognition and bankruptcy reorganization income recognition. The company recognizes the difference between the fair value of debt repayment assets and the book value of restructured debt as debt restructuring income, which complies with the provisions of relevant accounting standards.
2、 Your company's 2020 annual report has been issued with a qualified audit report, including major uncertainties in continuous operation, doubts about the commercial rationality of large advance payment, possible credit risk loss caused by capital occupation solution, integrity of debt registration related to pre reorganization, etc. Please explain the specific measures and latest progress your company has taken to eliminate the matters covered by the qualified opinions in the 2020 audit report, whether there is significant uncertainty about your company's sustainable operation ability, and whether your company has the risk of terminating the listing.
reply:
1. Specific measures and latest progress taken by the company to eliminate matters related to qualified opinions in the 2020 audit report
(1) There is no major uncertainty about the company's ability to continue as a going concern
After the company's bankruptcy and reorganization procedures, the company's debt was corrected and the company's net assets were converted into profit at the end of 2021. It is expected that the company's bankruptcy and reorganization procedures were completed, and the company's current assets were converted into profit at the end of 2021. At the same time, according to the reorganization plan, the company is disposing of non reorganization necessary property through online judicial auction.
In the absence of new external funds, the sales turnover of clothing, clothing and luggage in the commercial sector of the company in 2021 is expected to be about 230 million yuan. After reorganizing investors' strategic investment in Hemei group, the company will continue to retain the agency sales business of clothing, clothing and luggage, further consolidate its advantages in the field of brand agency and operation, expand the agency category, regain the market scale, and choose the opportunity to inject high-quality assets with strong profitability. At the same time, a series of measures such as strengthening internal control, reducing costs and improving incentive and restraint mechanism will fundamentally improve the company's production and operation, achieve efficient and orderly operation, maintain and further enhance the competitiveness of Hemei group in the wholesale and retail industry and restore the company's profitability.
At the same time, as the reorganization plan has been implemented, the company and the manager are actively contacting all creditors to lift the seizure and freezing of the company's bank accounts, equity, land, real estate and other assets, so as to gradually put the company's operation on a normal track.
To sum up, the company is expected to be able to continue operation, and there is no major uncertainty about its ability to continue operation.
(2) Elimination measures and progress of retention of large advance payment
The details of the large amount of advance payment related to the matters with reservations in the company's 2020 annual report are as follows (RMB:
Opposite company name
Company name year opening balance opening bad debt provision closing balance closing bad debt provision signing agreement
Deliberative party
Beijing Huaxia Emperor
Hemei group Chao Trading Co., Ltd. 2020 116000000.00 116000000.00 116000000.00 is it a company
Shenzhen Haomei Tianwan Trade Co., Ltd
Yi Co., Ltd. (based on Beijing fuchengjia)
Xin Trading Co., Ltd. 2020 2392000.00 2392000.00 2392000.00 2392000.00 hereinafter referred to as "haomeitian company Bay")
Beijing Huaxia Emperor
Is Chao Trading Co., Ltd. 2020 48360000.00 48360000.00 48360000.00 48360000.00 a company
