Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2022-023 Ccoop Group Co.Ltd(000564)
Announcement on 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.
Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “company”) received the letter of concern on Ccoop Group Co.Ltd(000564) issued by the company management department of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (company department concern letter [2022] No. 98, hereinafter referred to as “concern letter”) on January 29, 2022. The specific contents can be found on the website of Shenzhen Stock Exchange (website: www.szse. CN) “Regulatory information disclosure” column for reference. According to the requirements of the letter of concern, the company replied to the matters related to the 2021 annual performance forecast item by item, which is hereby announced as follows:
1、 Describe in detail the specific calculation process of the above estimated debt restructuring income of your company of about 1.8 billion yuan, and whether the relevant accounting treatment complies with the provisions of the guidelines for the application of regulatory rules – Accounting No. 1, item 20, and the accounting standards for Business Enterprises No. 12 – debt restructuring (2019 Revision).
reply:
Supply and marketing Daji and its 24 subsidiaries received the civil ruling served by Hainan Higher People’s Court (hereinafter referred to as “Hainan high court”) on December 31, 2021. Hainan high court ruled that the implementation of the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as “reorganization plan”) was completed, and the relevant reorganization income met the recognition conditions, Therefore, the company included the income from this debt restructuring in 2021. According to the “no objection claim form (I)” to “no objection claim form (VII)” of supply and marketing Daji and its 24 subsidiaries ruled by Hainan high court, the company needs to pay off the total debt of about 14.45 billion yuan, the total debt left and paid off in cash of about 7.753 billion yuan, and the total debt to be paid off in shares of about 6.698 billion yuan.
The company’s treasury shares used to pay off debts are composed of two parts. The first part is the repurchase of 5.973 billion shares by HNA commercial Holding Co., Ltd., its persons acting in concert and specific related parties. The recorded value of these shares is confirmed according to the closing price on September 15, 2021 on the day before the announcement of the Ccoop Group Co.Ltd(000564) investor’s equity adjustment plan (hereinafter referred to as “equity adjustment plan”); The second part is the 2.212 billion shares transferred by other minority shareholders. According to the implementation announcement on the conversion of capital reserve into share capital in the reorganization plan disclosed by the company on December 27, 2021 and the suggestive notice on the change of shareholders’ equity caused by the implementation of the reorganization plan disclosed on December 31, 2021
According to the announcement, all the shares transferred by minority shareholders have been registered in the manager’s account on the equity registration date (December 30, 2021), and the entry value of this part of the shares is confirmed according to the ex right share price on the equity registration date. According to the equity adjustment plan, after the company obtains the above shares, it can be used to distribute to creditors to offset the debts of the listed company, introduce reorganization investors in the future and improve the company’s sustainable operation ability. At the same time, the relevant shares have been registered in the manager’s account. The book value of the company’s treasury shares is 2.61 yuan / share (Note: (22.12 * 1.8 + 59.73 * 2.91) / (22.12 + 59.73) = 2.61 yuan / share).
According to the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries, the part of ordinary creditor’s rights less than 10000 yuan (including 10000 yuan) shall be paid off by 25 companies with their own funds in one time within the implementation period of the reorganization plan. For the part exceeding 10000 yuan, supply and marketing Daji shares will be used to offset the debt, and 25 supply and marketing Daji shares will be obtained for every 100 yuan (the part less than 1 share will be compensated by 1 share), and the debt repayment price is 4 yuan / share (the final proportion and debt repayment price may be adjusted appropriately).
1. According to Article 4 of the accounting standards for Business Enterprises No. 12 – debt restructuring, if one of the creditors or debtors directly or indirectly holds shares in the other party and carries out debt restructuring as a shareholder, or the creditors and debtors are ultimately controlled by the same party or parties before and after debt restructuring, In addition, if the transaction of debt restructuring is essentially that the creditor or debtor has made equity distribution or received equity investment, the relevant accounting treatment provisions of equity transaction shall apply. The estimated liabilities formed by the undisclosed guarantee of the ruled related parties and the total liabilities to the related parties are about 1.379 billion yuan, 345 million shares need to be paid off, and the reorganization income generated by the difference between the book value of treasury shares and the debt repayment price is about 480 million yuan (Note: 3.45 * (4-2.61) = 480 million yuan) is included in the owner’s equity.
2. The debt repayment to non related parties does not fall under the relevant provisions of Article 4 of the accounting standards for Business Enterprises No. 12 – debt restructuring. According to item 20 of the guidelines for the application of regulatory rules – Accounting No. 1, the debtor shall recognize the difference between the book value of the paid off debt and the book value of the debt paying assets and the amount of equity instruments issued, Or the profits and losses arising from the modification of other terms shall be included in the current profits and losses as the profits and losses of debt restructuring. The total amount of non related party debt ruled is about 5.319 billion yuan, and about 1.33 billion shares are expected to be paid off. The restructuring income generated by the difference between the book value of treasury shares and the debt repayment price is about 1.8 billion yuan (Note: 13.3 * (4-2.61) = 1.8 billion yuan) is included in the current profit and loss.
The above relevant accounting treatment of the company complies with item 20 of the guidelines for the application of regulatory rules – Accounting No. 1 and the accounting standards for Business Enterprises No. 12 – debt restructuring (revised in 2019). The specific and accurate data shall be subject to the final audit results in 2021.
2、 Supplement the specific conditions of your company’s goodwill and long-term assets subject to impairment, and explain the basis and rationality of the accrual.
reply:
In the company’s performance forecast, the asset impairment of goodwill and long-term assets with signs of impairment is about 1.8-2.2 billion
Yuan. It is mainly estimated that the goodwill impairment provision is 270 million yuan, the asset impairment loss is 88 million yuan, and the impact of changes in the fair value of investment real estate is – 1.585 billion yuan (the above data are preliminary estimates, the relevant data are still being further checked, and the final data shall be subject to the data announced in the annual report).
I. The provision for impairment of goodwill is 270 million yuan, which is mainly detailed as follows:
Unit: 10000 yuan
Assets including goodwill shall be accounted for according to the shareholding ratio
Asset group company name asset group book value recoverable amount recognized goodwill less
Value loss
Hunan Xinhe Xiangzhong Logistics Co., Ltd. 109375.05 103146.84 6228.21
Taian New Cooperative Trading Co., Ltd. 88938.60 84494.09 4444.52
Chongqing Daji Business Management Co., Ltd. 182373.61 178002.93 4370.68
Hunan new cooperation Xiangzhong international logistics park investment and Development Co., Ltd. 198078.49 194658.32 3420.16
Shiyan Xinhe Shangcheng Trading Co., Ltd. 54693.81 51874.26 2819.55
Jiangsu Heyi Holding Co., Ltd. 87431.47 86001.34 1430.12
Yanbian new cooperative Houpu Trading Co., Ltd. 16689.92 15724.03 965.9
Zhuolu New Cooperative Trading Co., Ltd. 20785.74 20063.55 722.19
Jining Yanzhou Baiding Trading Co., Ltd. 12300.64 11603.90 696.74
Huai’an New Cooperative Trading Chain Co., Ltd. 18865.36 18212.12 653.24
Gaochun Yueda Real Estate Co., Ltd. 27369.23 26781.52 587.71
Tianjin International Shopping Mall Co., Ltd. 79258.66 78680.47 440.52
Chifeng Fengying New Cooperative Trading Co., Ltd. 4054.84 3854.42 200.41
Binzhou Zhanhua New Cooperative Trading Co., Ltd. 12661.11 12628.47 32.64
Total 912876.51 885726.27 27012.58
Relevant basis: according to the accounting standards for Business Enterprises No. 8 – asset impairment, the recoverable amount shall be determined according to the higher one between the net amount of the fair value of the asset minus the disposal expenses and the present value of the expected future cash flow of the asset.
The asset groups related to goodwill of the company are all real estate. This preliminary measurement adopts the same evaluation method as in previous years. The recoverable amount is determined by the net amount of fair value minus disposal expenses. The fair value mainly adopts the market method and income method.
II. The impairment loss of assets is 88 million yuan, and the main details are as follows:
Unit: 10000 yuan
Company name statement account: impact of changes in book value evaluation value in December 2021
Tianjin Ninghe HNA Real Estate Investment Development Co., Ltd. inventory 53650.85 48946.83 -4704.02
Fixed assets of Shandong HNA Commercial Development Co., Ltd. 25572.65 21432.09 -4140.56
Total 79223.50 70378.92 -8844.58
The inventory impairment of Tianjin Ninghe HNA Real Estate Investment Development Co., Ltd. is mainly due to the decline of the real estate market, and the recoverable amount of assets is less than the book value, resulting in impairment; The impairment of fixed assets of Shandong HNA Commercial Development Co., Ltd. is mainly due to the fact that the location of fixed assets is the same office building as its investment real estate project, and the appraisal value is determined by the income method, which leads to the impairment due to the influence of the real estate economic market.
III. The impact of changes in the fair value of investment real estate is -1.585 billion yuan. This preliminary calculation adopts the same evaluation method as in previous years, and the recoverable amount is determined by the net amount of fair value minus disposal expenses. The fair value mainly adopts the market method and income method. The main details are as follows:
Unit: 10000 yuan
Company name: assessment value in 2020 impact of changes in assessment value in 2021
Shandong HNA Commercial Development Co., Ltd. 206467.70 178176.84 – 28290.85
Taian New Cooperative Trading Co., Ltd. 106190.06 83775.74 -22414.32
Chongqing Daji Business Management Co., Ltd. 195036.09 177318.33 – 17717.76
Shiyan Xinhe Shangcheng Trading Co., Ltd. 69092.05 51874.26 -17217.79
Changchun Meifang Minsheng Shopping Center Co., Ltd. 90082.8
