Securities code: 002211 securities abbreviation: Shanghai Hongda New Material Co.Ltd(002211) Announcement No.: 2022-024
Shanghai Hongda New Material Co.Ltd(002211)
Announcement on the reply to the concern letter of Shanghai Hongda New Material Co.Ltd(002211)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Shenzhen Stock Exchange:
Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as "the company") received the attention letter on Shanghai Hongda New Material Co.Ltd(002211) issued by Shenzhen Stock Exchange on January 28, 2022 (company Department attention letter [2022] No. 91) (hereinafter referred to as "the attention letter"). According to the relevant requirements of the attention letter, the relevant parties of the company conducted timely and careful investigation and verification, and now reply to the relevant matters of the attention letter as follows:
On the evening of January 28, 2022, your company disclosed the 2021 annual performance forecast on the proposed withdrawal of large amount of credit, assets and
Announcement on confirmation of goodwill impairment provision of subsidiaries, announcement on disposal of assets of wholly-owned subsidiaries Shanghai Guanfeng and Shanghai Hongzhu, announcement on resolutions of the board of directors, etc. Our department is concerned about the following matters, and your company is requested to verify and explain:
1. Up to now, your company has not hired the 2021 annual audit accounting firm. According to the stock listing rules of the exchange,
A listed company shall disclose its annual report within four months from the end of each fiscal year, and the financial and accounting reports in the annual report shall be audited by an accounting firm. If the audited annual report is not disclosed within the statutory time limit, the company's shares may be subject to the risk of delisting.
(1) Please explain the specific reasons why your company has not yet determined the annual audit accounting firm; Combined with your company's 2020 Annual Report
Plan the progress and schedule, explain the employment progress and mobilization arrangement of the 2021 annual audit accounting firm, and whether the preparation and audit of the annual report can be completed on schedule.
reply:
The company has held the 17th meeting of the 6th board of directors on February 16, 2022. The meeting voted and approved the proposal on the proposed change of accounting firm, and decided to hire Lianda accounting firm (special general partnership) to provide audit services for our company in 2021. For details, please refer to the announcement on the proposed change of accounting firm (Announcement No.: 2022-015) disclosed by the company on February 17, 2022. The proposal needs to be submitted to the third extraordinary general meeting of shareholders in 2022 to be held on March 4 for deliberation. After the review and approval of the board of directors, all audit work of Lianda Certified Public Accountants (special general partnership) is in normal progress. It has been fully mobilized on February 21. It is expected that the audit report will be issued in mid and late April, and the audit of the annual report will be completed on schedule.
(2) The company and all directors, supervisors and senior managers are requested to attach great importance to the preparation and disclosure of the company's 2021 annual report in accordance with the requirements of the securities law and the stock listing rules, hire an audit institution as soon as possible and actively cooperate, disclose the annual report on schedule, and ensure that the information disclosure is true, accurate and complete.
reply:
The company attaches great importance to the preparation and disclosure of the company's annual report in 2021. All directors, supervisors and senior managers of the company will strictly abide by the securities law, the company law and other laws and regulations, as well as the stock listing rules of Shenzhen Stock Exchange (revised in 2022), and will actively cooperate with the audit work of Lianda Certified Public Accountants (special general partnership), Disclose the annual report to the public on schedule and ensure that the information disclosure is true, accurate and complete.
2. The announcement shows that your company is expected to realize a net profit attributable to the shareholders of the listed company of - 700 million yuan to - 470 million yuan in 2021,
The net profit after deducting non recurring profit and loss is - 21 million yuan to - 06 million yuan. At the end of the third quarter of 2021, your company's net assets were 555 million yuan. Please estimate and disclose the specific amount of your company's net assets at the end of 2021, and explain whether your company has touched or may touch the situation that the net assets are negative in Item (I), paragraph 1, article 9.3.1 of the stock listing rules in combination with the sufficiency of the provision for impairment of various assets. If so, please supplement the risk prompt.
reply:
By the end of 2020, the audited net assets of the company were 759 million yuan. The company expects the net profit attributable to the shareholders of the listed company to be - 700 million yuan to - 470 million yuan in 2021, and the net assets of the company at the end of 2021 are about 59 million to 289 million yuan, which does not touch the situation that the net assets are negative in Item (I) of paragraph 1, article 9.3.1 of the stock listing rules.
Based on the consideration of prudence, the company held the 16th meeting of the 6th board of directors on January 27, 2022, passed the relevant proposals on the provision for impairment of assets, and disclosed the announcement on the proposed provision for impairment of large amount credit, assets and goodwill of subsidiaries (Announcement No.: 2022-007) on January 29, 2022, It is proposed to fully withdraw the provision for impairment of various assets in the fourth quarter of 2021, totaling 579.0902 million yuan; In addition, in the performance forecast of Shanghai Hongda New Material Co.Ltd(002211) 2021 (Announcement No.: 2022-012), the company disclosed that it plans to write off the remaining unpaid purchase payment of 90 million yuan for the acquisition of Shanghai Guanfeng in the fourth quarter of 2021. The reason for write off is that according to the equity acquisition agreement on Shanghai GuanFeng Information Technology Co., Ltd. signed by all parties in September 2019, if Shanghai Guanfeng fails to complete its performance, the former shareholders of Shanghai Guanfeng, Ningbo Meishan bonded port Jiqin Investment Co., Ltd. and Jiangsu zhuorei Holding Co., Ltd. will compensate Shanghai Hongda for its performance, The order of compensation is that Shanghai HTC will not pay the purchase money preferentially. For the insufficient part, the former shareholders of Shanghai Guanfeng Ningbo Meishan bonded port Jiqin Investment Co., Ltd. and Jiangsu zhuorei Holding Co., Ltd. will make cash compensation to Shanghai HTC. Calculation method of compensation amount: the amount of compensation payable in the current period = (the net profit of the target company cumulatively committed as of the end of the current period - the actual net profit of the target company cumulatively realized as of the end of the current period) ÷ the total net profit of the target company committed in each year during the performance commitment period (i.e. 51.5 million yuan) × Transaction price of the underlying assets sold by the performance commitment Party (i.e. RMB 225 million) - accumulated compensated amount.
As of the disclosure date of this reply, the financial statements of Shanghai Guanfeng in 2021 have not been audited. After Shanghai Guanfeng has fully accrued various asset impairment provisions, the company expects the net profit of Shanghai Guanfeng in 2021 to be a loss of 213409400 yuan, and the net profit after deducting non recurring profits and losses to be a loss of 215253600 yuan. From the beginning of 2019 to the end of 2021, the accumulated net profit was 180.5823 million yuan, and the accumulated net profit after deducting non recurring profits and losses was 182.7843 million yuan.
According to the above calculation formula, the total amount to be compensated by Ningbo Meishan free trade port Jiqin Investment Co., Ltd. and Jiangsu zhuorei Holding Co., Ltd., the former shareholders of Shanghai Guanfeng, is 225 million yuan. Therefore, Shanghai HTC does not need to pay the remaining acquisition amount of 90 million yuan. In addition, the acquisition amount of 135 million yuan previously paid by Shanghai HTC shall be returned to Shanghai HTC by Ningbo Meishan bonded port Jiqin Investment Co., Ltd. and Jiangsu zhuorei Holding Co., Ltd., the former shareholders of Shanghai Guanfeng. The company plans to take certain measures to recover this part of the money in the future, but based on the fact that Yang Xin, the actual controller of Ningbo Meishan bonded port Jiqin Investment Co., Ltd., has lost contact, the possibility of subsequent recovery is unlikely. Please pay attention to the investment risk.
In addition, based on the fact that Shanghai Hongzhu, a wholly-owned subsidiary of the company, had received 3293.81 yuan of value-added tax allowance and refund in February 2022, the impairment provision for other current assets proposed by the company in the fourth quarter was changed from 33.3303 million yuan (the value-added tax allowance in the financial statements is listed as other current assets) to 368700 yuan.
At the end of the third quarter of 2021, the company's net assets were 555 million yuan. In the fourth quarter of 2021, the details of various asset impairment reserves currently planned to be withdrawn by the company totaled 546.12861 million yuan and 90 million yuan after write off, and the remaining unpaid acquisition funds. After considering the enterprise income tax, the impact on the overall net profit of the company is a loss of 456128600 yuan.
Detailed statement of asset impairment provision and other adjustment items in the fourth quarter of 2021
Details of provision for asset impairment (unit: 10000 yuan) details of other adjustments (unit: 10000 yuan)
Shanghai Guanfeng + Shanghai Hongzhu total 2021
Item name ⑥ the original book value of other adjustment items that have been withdrawn after withdrawal is to be adjusted by% in the fourth quarter remarks
① Original book ② accrued ③ accrued ④ accrued in advance ⑤ adjusted amount ratio of book value sub item name (yuan) in 2021
Depreciation / amortization depreciation reserve value to be calculated in the fourth quarter (① - ②) - (yuan)
(① - ② - ③) provision for impairment amount ③ - ⑤)
Write off the remaining accounts receivable 13022.90 0.00 3694.53 9328.38 9328.38 0.00 100.00% other accounts payable 9000.00 9000.00 100.00% unpaid 90 million purchase money
Prepayment 2745.99 0.00 0.00 2745.99 2745.99 0.00 100.00%
Deferred income tax assets 1383.55 0.00 0.00 1383.55 1383.55 0.00 100.00%
Inventory 37802.40 0.00 0.00 37802.40 37802.40 0.00 100.00%
Fixed assets 4437.39 1371.51 0.00 3065.88 2927.19 138.69 96.87%
Long term deferred expenses (845.43 456.95 0.00 388.49 0.00 100.00% in advance)
Lump sum amortization)
Other current assets (input)
