Securities code: 300392 securities abbreviation: Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) announcement Code: 2022-011 Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392)
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) (hereinafter referred to as "the company") received the notice on Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) issued by the management department of gem company of Shenzhen Stock Exchange on January 29, 2022 (GEM notice [2022] No. 99). Now the company's reply to relevant questions is as follows:
I The announcement shows that ZTE caiguanghua has provided audit services for your company for many consecutive years. On May 19, 2021, your company's 2020 annual general meeting considered and approved the renewal of ZTE Caiguang Huawei's 2021 annual audit institution. Please explain whether ZTE caiguanghua has carried out pre-trial work, whether the audit scope is limited, whether there are differences between the management and ZTE caiguanghua in the early communication process on matters related to the annual audit, and whether there are other reasons or matters leading to the replacement of the audit institution of your company. Please provide ZTE caiguanghua's written statements and opinions on the above matters.
reply:
1. Information on annual review of the company
In November 2020, the company communicated with ZTE caiguanghua Certified Public Accountants (special general partnership) (hereinafter referred to as "ZTE caiguanghua") in advance due to the audit work in 2020. The project leader of ZTE caiguanghua said that due to the shortage of personnel, the original team was difficult to meet the requirements of undertaking Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) projects. Considering the needs of business development and future audit, the company and ZTE caiguanghua have agreed through consultation that they will not continue the audit in 2021.
After careful study, the company decided to appoint zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongxinghua") as the company's audit institution in 2020 in order to ensure the smooth progress of the company's annual audit in 2021.
To sum up, ZTE caiguanghua did not carry out pre-trial work, and there was no restriction on the audit scope. There was no disagreement between the company's management and ZTE caiguanghua in the early communication process on matters related to the annual audit, and there were no other reasons or matters leading to the company's replacement of the audit institution.
Accountant's reply:
In November 2021, considering the adjustment of development strategy and the overall audit task, we decided not to undertake the annual report audit service of Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) . We have not carried out pre-trial work on Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) 2021 annual financial statements, there is no restriction on the scope of audit, there is no disagreement in the process of early communication on matters related to Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) 2021 annual financial statements audit, and there are no other reasons or matters leading to the company's replacement of audit institutions.
2、 Please explain the planning process and specific time process of your company communicating with ZTE to undertake the audit work in 2021. Please explain whether zhongxinghua has carried out necessary communication with the former audit institution, whether it fully understands the risks faced by the company, and whether it has sufficient time to carefully design and implement audit procedures.
reply:
1. The process of ZTE undertaking the audit work in 2021
The company made a preliminary contact with zhongxinghua in early December 2021 to communicate with it on undertaking the audit business of the company in 2021. In mid and late December 2021, zhongxinghua dispatched a project team to Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) to undertake due diligence on the preliminary project. The project passed the review of zhongxinghua risk control management committee in mid January 2022.
2. Communication between ZTE finance Guanghua and ZTE Finance
Zhongxinghua communicated with ZTE caiguanghua on the matters reserved in the 2020 audit report, the inquiry letter of the 2020 annual report of Shenzhen Stock Exchange and the concerns of the inquiry letter in the third quarter of 2021. Up to now, the two sides are still in continuous communication on the above situation.
Accountant's reply:
According to the relevant requirements of the letter of concern on Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) (GEM concern letter [2022] No. 99) (hereinafter referred to as the "concern letter") issued by your office / your department on January 29, 2022, Zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as "our firm"), as the auditor of the annual report of Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) (hereinafter referred to as " Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) " company ") in 2021, replied to the relevant questions related to our firm in the concern letter as follows:
1. On February 21, 2022, we sent the "communication letter between the subsequent accountant and the former certified public accountant" to ZTE caiguanghua Certified Public Accountants (special general partnership), including large capital transactions, litigation risk, loss of accounting books of Qingdao shuteng Intelligent Technology Co., Ltd; As of the date of this reply, we have not received the reply from the former audit institution.
2. We contacted the company at the beginning of December 2021 and planned to undertake its annual report audit business in 2021. According to the requirements of listed companies undertaken by us, we dispatched a project team to Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) from December 13, 2021 to December 27, 2021 to carry out due diligence on preliminary projects. During the on-site due diligence, we fully communicated with the actual controller and chief financial officer of the company about the reserved matters in the 2021 annual report and the abnormal matters in the 2022 quarterly report. The project also passed the review of the risk control management committee of our Institute on January 13, 2022.
3. We believe that we have sufficient time to carefully design and implement audit procedures; Up to now, we have sent a project team with sufficient audit experience of listed companies to start the on-site audit work. At the same time, we have formulated the audit work plan in accordance with the auditing standards for the practice of Chinese certified public accountants and the notice on audit tips for financial statements in 2021 (zhongxinghua standard [2022] No. 001). The audit work plan requires the project team to design and implement special audit procedures in terms of audit time, audit scope and audit content, including but not limited to the reserved matters in the 2021 annual report and abnormal matters in the 2022 quarterly report learned in the due diligence, and these audit procedures are not foreseen or understood by the management in advance.
III The audit committee and independent directors of your company are requested to verify the reasons for changing the audit institution of the annual report and give clear opinions.
reply:
1. Opinion of the board of Auditors:
The company convened the Audit Committee on January 25, 2022, and the members expressed clear opinions on changing the audit institution of the annual report. As ZTE caiguanghua Certified Public Accountants (special general partnership) has provided audit services for the company for many years, considering the adjustment of development strategy and the overall audit task, ZTE caiguanghua decided not to undertake the annual report audit service of Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) .
In order to ensure the independence and objectivity of the company's audit work, after careful consideration, the board of directors of the company plans to hire zhongxinghua Certified Public Accountants (special general partnership) with securities and futures practice qualification as the company's financial audit institution in 2021.
The company has fully communicated with ZTE caiguanghua Certified Public Accountants (special general partnership) and zhongxinghua Certified Public Accountants (special general partnership) on the proposed change of audit institution in 2021, and all parties have confirmed that they have no objection to this change. The members of the audit committee audited and unanimously approved the proposal on changing the accounting firm.
2. Opinions of independent directors
The independent directors have carefully considered the proposal on changing the accounting firm on January 25, 2022 and issued a prior approval opinion; The independent director issued an independent opinion on January 28, 2022 on the same day as the board of directors.
As ZTE caiguanghua Certified Public Accountants (special general partnership) has provided audit services for the company for many consecutive years, ZTE caiguanghua Huawei's 2021 annual audit institution will be reappointed at the 2020 annual general meeting. Later, in the communication between the two sides on the audit matters in 2021, based on the adjustment of development strategy and the consideration of the overall audit task, ZTE caiguanghua decided not to undertake the annual report audit service of Beijing Tensyn Digital Marketing Technology Joint Stock Company(300392) . After friendly negotiation, it was agreed that the company would entrust another audit unit. In order to ensure the independence and objectivity of the company's audit work, after careful consideration, the board of directors of the company plans to hire zhongxinghua Certified Public Accountants (special general partnership) with securities and futures practice qualification as the company's financial audit institution in 2021.
The company has fully communicated with ZTE caiguanghua Certified Public Accountants (special general partnership) and zhongxinghua Certified Public Accountants (special general partnership) on the proposed change of audit institution in 2021, and all parties have confirmed that they have no objection to this change.
Zhongxinghua Certified Public Accountants (special general partnership) has the filing qualification of an accounting firm engaged in securities service business and can meet the requirements of the company's audit in 2021. The company employs zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2021, which complies with the provisions of relevant laws and regulations, will not affect the audit quality of the company's accounting statements, and will not damage the interests of the company and all shareholders. Therefore, the independent directors agreed to appoint zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and agreed to submit the matter to the first extraordinary meeting of the Fourth Board of directors in 2022 for deliberation, and submit it to the shareholders' meeting of the company for deliberation after the deliberation and approval of the board of directors.
IV The 2020 audit report shows that your company has large capital transactions with 19 units such as Tianjin Jiuzhou Hongbo International Trade Co., Ltd. the payment is paid in advance of the contract payment and returned after the termination of the contract. The cumulative amount of payment and return is 1.928 billion yuan, and the ending balance is 0. ZTE caiguanghua was unable to obtain sufficient and appropriate audit evidence on the actual use of the relevant funds. The reply to the inquiry letter of your company's third quarterly report shows that in 2021, your company still paid large amounts of prepayments to third parties, the balance of prepayments in the first three quarters was 545 million yuan, and some prepayments were transferred to other receivables. Please explain the ending balance of relevant prepayments and other receivables as of the end of 2021 and the recovery after the period, and explain the provision for estimated impairment and the adequacy of the provision in combination with the business essence of relevant funds, the performance ability and willingness of the counterparty.
reply:
1. Recovery after the period:
In 2021, the company paid prepayments to third parties. The balance of prepayments in the first three quarters was 545 million yuan, and the balance of prepayments by the end of 2021 was 543 million yuan. As of the date of this reply, the balance of prepayments of this type of business model was 60.8 million yuan, and the balance of other receivables was 524.73 million yuan. The above data are the preliminary calculation results of the company's financial department and have not been audited by the audit institution. See the attached table for relevant details.
2. Provision for estimated impairment and its adequacy:
According to the enterprise accounting system - accounting subjects and accounting statements, if there is conclusive evidence that the prepayment of the enterprise does not conform to the nature of prepayment, or there is no hope of receiving the purchased goods due to the bankruptcy and cancellation of the supplier, the amount originally included in the prepayment shall be transferred to other receivables and the corresponding bad debt reserves shall be withdrawn.
The relevant prepayment business is the reservation of resources by the business department of our company according to the communication needs of customers, in order to reflect the advantageous resources and policies; Or in response to our company's new strategic plan, we will mainly promote the "good product China" resources, build a digital new media e-commerce system for Chinese boutique brands, and make product reservations for the promotion of "good product China" resources, including Chinese independent brands and Chinese export to domestic brands. Both have commercial substance and signed relevant contracts. The import channels of the partners were blocked due to the failure to win the bid, the change of project demand due to the adjustment of customer market planning, or the global epidemic and customs control, and the strategic partners' live broadcasting platform and online Red training were terminated due to the serious lag affected by the epidemic. After termination, through active communication and agreement of the company, all parties to the refund have successively taken refund actions or issued a refund commitment letter or repayment plan. The prepayment of terminated business shall be adjusted to other accounts receivable accordingly, and the impairment provision shall be accrued according to the corresponding accounting estimation. Combined with the business essence, the performance behavior and willingness of the counterparty and the basis for the provision for impairment, the company expects that the provision for impairment and the provision for impairment are sufficient.
Serial no. Name: balance of 930 transferred to other prepayments payable after the period of recovery up to now prepayments up to now other repayment plans
Receivable account balance receivable balance
Tianjin haizun Trading Co., Ltd. has terminated its cooperation in November 2021, and the two sides are still negotiating the repayment plan of 165620000.00 and 165620000.00.
2 Tianjin ruyikang Trading Co., Ltd. has terminated its cooperation in November 2021, and the two sides are still negotiating the repayment plan of 1300000000.00.
Tianjin Shouyu Trading Co., Ltd
