Inquiry letter on Guangdong Jinma Entertainment Corporation Limited(300756) application for issuing shares to specific objects
Audit letter [2022] No. 020036 Guangdong Jinma Entertainment Corporation Limited(300756) :
In accordance with the relevant provisions of the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the registration measures), and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock exchange, The issuance and listing examination institution of the exchange examined the application documents of Guangdong Jinma Entertainment Corporation Limited(300756) (hereinafter referred to as the issuer or company) for issuing shares to specific objects, and formed the following examination questions: 1 During the reporting period, the comprehensive gross profit margin of the issuer was 53.49%, 55.78%, 38.74% and 49.27% respectively, and the net profit margin on sales was 18.84%, 17.51%, - 5.26% and 8.82% respectively. The application documents show that the decline in performance in 2020 is mainly due to the delay in production and delivery caused by the epidemic and the significant increase in credit impairment losses. As of September 30, 2021, the book balance of the issuer's accounts receivable was 239523900 yuan, the amount of bad debt provision of accounts receivable was 98.7631 million yuan, the proportion of bad debt provision was 41.23%, and the proportion of accounts receivable of the issuer for more than two years was 48.99%.
The issuer is requested to add: (1) in combination with the development and competition of the industry, the shutdown and resumption of downstream amusement parks, the production, operation and performance of the company, the situation of comparable companies in the same industry, the newly signed orders, etc., explain whether there is a trend of continuous decline in performance in the last year, whether it is consistent with the same industry, and whether the adverse factors affecting the company's performance such as epidemic situation have been eliminated, Whether it has a significant adverse impact on the company's production and operation; (2) In combination with the fluctuation of operating costs and expenses during the period, and the impact of the epidemic on the recognition of costs and expenses and revenue, explain the rationality of the sharp decline in the net sales interest rate during the reporting period and the corresponding solutions, and whether there is a continuous downward trend; (3) The comparable situation of the contract industry, the customer situation corresponding to the accounts receivable, the collection situation after the period, the situation of the same industry, etc., explain whether the aging structure of accounts receivable is reasonable, whether it is consistent with the same industry, whether there is a situation of relaxing the credit period to increase income, whether the provision for bad debt of accounts receivable is sufficient, and whether there is a risk that it can not be recovered at maturity.
The issuer is requested to disclose the risks in (1) (2) (3).
The sponsor and accountant are requested to check and express clear opinions.
2. As of September 30, 2021, the balance of the company's goodwill was 8.4714 million yuan, which was the goodwill formed by the acquisition of the subsidiary Shenzhen Yuanchuang Cultural Tourism Development Co., Ltd. (hereinafter referred to as "Shenzhen Yuanchuang") in 2021. The application documents showed that there was no sign of goodwill reduction in Shenzhen Yuanchuang as of September 30, 2021.
The issuer is requested to explain whether there is any sign of impairment of goodwill and whether there is any risk of impairment of goodwill in combination with the operation and main financial data of Shenzhen Yuanchuang during the reporting period.
The sponsor and accountant are requested to check and express clear opinions.
3. The issuer plans to raise 325 million yuan for central China regional headquarters and large amusement facility R & D, production and operation base project (phase I) (hereinafter referred to as "project I") and supplement working capital. The construction site of project 1 is located in Wuhan, Hubei Province. It is proposed to produce various types of amusement facilities, and the EIA reply has not been obtained. The total amount of funds raised by the issuer's initial public offering was 450 million yuan, and the account arrival time was December 25, 2018. As of September 30, 2021, the use progress of the funds raised before was 44.73%. The funds raised before had been changed and postponed for many times.
The issuer is requested to supplement: (1) the progress of the raised investment project so far, and whether there is any situation that has been invested before the date of the resolution of the board of directors related to this issuance; (2) The previous raised investment has not been completed and reached the production capacity, and there are many changes and delays. The prudence and rationality of the company's implementation of this raised investment, whether the factors affecting the progress of the previous raised investment have a significant adverse impact on this raised investment, and whether the company has the personnel, technical reserves and R & D management ability to implement multiple raised investment projects at the same time; (3) Most of the issuer's pre raised funds are carried out in Zhongshan City, and the issuer's main production base is located in Zhongshan City. The issuer plans to build an intelligent manufacturing center and central China regional headquarters in Wuhan this time, indicating whether it can form effective coordination with the existing business and pre raised projects, and whether it is necessary to raise funds this time; (4) Combined with the downstream demand for amusement equipment, the capacity expansion of comparable companies in the same industry, the capacity utilization and sales growth of amusement equipment, and the proposed new capacity of this raised investment, explain whether there is room for digestion of the new capacity of this raised investment; (5) Quantitatively analyze the impact of depreciation or amortization of the raised investment project on the issuer's future operating performance in combination with the fixed asset investment progress and depreciation and amortization policy of the raised investment project; (6) The gross profit margin of the issuer in the last year and the first period is 38.74% and 49.27% respectively. The gross profit margin of this raised investment project is expected to be 50%. Whether the relevant calculation is cautious and reasonable, and whether the adverse impact of epidemic factors on the gross profit margin is considered; (7) Whether it is necessary to apply for amusement equipment manufacturing qualification or other documents when the project is put into operation, the latest progress and expected acquisition time of environmental assessment, the progress of relevant qualifications or documents and the impact on this raised investment.
The issuer is requested to disclose the risks in (2) (4) (5) (6) (7).
The sponsor and accountant are requested to check and express clear opinions.
4. The business scope of the issuer includes animation game development, software development and other contents. At the same time, the business scope of the issuer's subsidiaries Guangzhou Jinma Technology Research Co., Ltd. and Wuhan Guangdong Jinma Entertainment Corporation Limited(300756) Equipment Co., Ltd. includes animation game development, software development and other contents. The subsidiary Zhongshan Jinma Digital Cultural Tourism Industry Co., Ltd. has software development within its business scope. The issuer invested 50 million yuan in Zhongshan Jinma times Bole industrial investment partnership (limited partnership) (hereinafter referred to as "Jinma times") in December 2021. The partnership plans to invest in emerging industries such as intelligent manufacturing, AI, AR / VR, optics and the Internet of things in the future. The issuer is requested to supplement: (1) the details of the Internet related business of the issuer and its subsidiaries; (2) Whether the issuer provides, participates in or jointly operates Internet platform businesses such as websites and apps with customers, whether it belongs to the "operator in the field of platform economy" specified in the anti monopoly guide of the anti monopoly Commission of the State Council on the field of platform economy (hereinafter referred to as the "anti monopoly guide"), and whether the issuer's industry competition is fair, orderly, legal and compliant, Whether there is unfair competition such as monopoly agreement, restriction of competition and abuse of market dominant position, and explain whether the issuer has business concentration that meets the reporting standards and performs the reporting obligations in accordance with the relevant national anti-monopoly regulations; (3) Whether the issuer provides customers with relevant services for personal data storage and operation, whether there is collection and storage of personal data, relevant data mining and value-added services; If yes, please explain whether you have obtained the corresponding qualification and the specific conditions of providing services; (4) During the reporting period, whether the company and its subsidiaries are engaged in the game business, whether they have obtained the relevant qualifications of the game business, whether all the games running during the reporting period have fulfilled the necessary approval or filing procedures, whether the online time of each game and the time of completing the approval or filing are consistent, whether effective measures are taken to prevent minors from indulging, and whether there are violations of laws and regulations, Whether it complies with the national industrial policies and relevant regulations of the competent department of the industry; (5) Whether the main business of the company invested and proposed to be invested by the issuer involves the relevant situations in the negative list of market access (2021 version) issued by the national development and Reform Commission, whether it complies with the relevant regulations, whether it involves the media field, if so, explain the specific situation of the media business, the proportion of income, and whether it is legal and compliant.
The sponsor and the issuer's lawyers are requested to check and express clear opinions, and issue special verification opinions on whether the issuer has not violated the provisions of relevant documents such as the antitrust guidelines.
The sponsor and accountant are requested to check and express clear opinions.
5. The main pollutants involved in the issuer's production and operation include wastewater, waste gas and waste residue. According to the list of key pollutant discharge units issued by Zhongshan Ecological Environment Bureau on April 30, 2020 and April 1, 2021, the issuer is a key pollutant discharge unit.
The issuer is requested to add: (1) whether the raised investment project belongs to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 version), whether it belongs to backward production capacity and whether it complies with the national industrial policy; (2) Whether the fund-raising project needs to obtain the pollutant discharge permit, if so, whether it has been obtained, if not, indicate whether there are legal obstacles to the current handling progress and subsequent acquisition, and whether it violates the provisions of Article 33 of the regulations on the administration of pollutant discharge permits; (3) Whether the products produced by the raised investment project belong to the products with high pollution and high environmental risk specified in the list of products with "high pollution and high environmental risk" (2017 version) and the list of products with "high pollution and high environmental risk" (2021 version); (4) The project involves specific links of environmental pollution, names and emissions of major pollutants; Whether the environmental protection measures taken by the raised investment project, the corresponding capital source and amount, the main treatment facilities and treatment capacity can match the pollution generated after the implementation of the raised investment project; (5) Whether the issuer has been subject to administrative punishment in the field of environmental protection in the past 36 months, whether it constitutes a major illegal act, or whether it has committed any illegal act that leads to serious environmental pollution and seriously damages the social and public interests.
The sponsor and the issuer's lawyers are requested to check and express clear opinions.
6. As of September 30, 2021, the book value of the issuer's trading financial assets was 75 million yuan. At the same time, the issuer announced on January 28, 2022 that it planned to use no more than 250 million yuan of idle raised funds for the purchase of financial products. The main business of Shenzhen tengjing Industry Operation Co., Ltd. (hereinafter referred to as "tengjing industry") is business information consulting, and the main business of Dalian star entertainment development Co., Ltd. is children's playground.
The issuer is requested to supplement: (1) the foreign investment at the end of the most recent period, including the company name, subscribed amount, paid in amount, initial and subsequent investment time points, shareholding ratio, book value, proportion in the net assets attributable to the parent company at the end of the most recent period, and whether it is a financial investment; (2) In combination with the company's main business, main financial data, newly acquired industry resources or new customers and orders after investment, explain whether the issuer has the ability to effectively coordinate the upstream and downstream resources of the industry through the investment to achieve the purpose of strategic integration or expansion of the main business, or only to obtain stable financial income; (3) Supplement the details of the financial investments that the company has implemented or plans to implement since the first six months of the relevant board of directors of this issuance; (4) Combined with the working capital and gap, idle fund management and future investment arrangements, explain the necessity of raising funds and supplementing working capital under the condition of large financial management plan.
The sponsor and accountant are requested to check and express clear opinions.
7. As of September 30, 2021, the book balance of the issuer's investment real estate was 4.3498 million yuan, which was six sets of residential real estate obtained by the issuer due to debt repayment. The issuer is requested to supplement: (1) the specific conditions, main purposes and whether there is a follow-up disposal plan for the above mortgaged properties; (2) Whether the issuer and its subsidiaries and joint-stock companies hold residential land, commercial land, office buildings and other commercial and financial land. If so, please explain the specific situation, the way and background of obtaining the above land and relevant real estate, and the development, use plan and disposal arrangement of relevant land; (3) Whether the business scope of the issuer and its subsidiaries and joint-stock companies involves real estate business such as real estate development, operation and sales, whether they have real estate development qualification and subsequent disposal plan; (4) Whether there is a disguised flow of raised funds to the real estate field in this issuance.
The sponsor and the issuer's lawyers are requested to check and express clear opinions.
The issuer is requested to rewrite the important risk factors closely related to this offering and the issuer itself in the tips on major events on the title page of the prospectus, and sort them according to the importance of the information required for investors to make value judgments and investment decisions.
Please implement the above questions one by one and submit the reply to the inquiry letter within 15 working days. The reply content shall be disclosed in the form of temporary announcement, and relevant documents shall be submitted through the issuance and listing review business system of the exchange after disclosure. The matters required to be disclosed in this inquiry letter shall be supplemented in the updated prospectus and marked in bold italics in addition to being exempted as required; The matters required to be explained are the contents of the inquiry reply and need not be added to the prospectus. The sponsor shall submit the updated prospectus together with the reply to this inquiry. In addition to the contents required to be disclosed in this inquiry letter, any modification to the prospectus shall be reported to the exchange first.
The reply of the issuer, the sponsor and the securities service institution to the examination and inquiry of the exchange is an integral part of the application documents for issuance and listing. The issuer, the sponsor and the securities service institution shall ensure the authenticity, accuracy and completeness of the reply.
Shenzhen Stock Exchange listing examination center February 20, 2022
