Rongcheng Certified Public Accountants (special general partnership)
Shenzhen Stock Exchange
Reply to the Shanghai Precise Packaging Co.Ltd(300442) second round examination inquiry letter on applying for major asset replacement, issuing shares to buy assets, raising supporting funds and related party transactions
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
Shenzhen Stock Exchange:
According to the second round of inquiry letter on Shanghai Precise Packaging Co.Ltd(300442) application for major asset replacement, issuance of shares to purchase assets, raising supporting funds and related party transactions (audit letter [2021] No. 030020, hereinafter referred to as the “second round inquiry letter”) received by the listing audit center of your exchange on November 5, 2021 from the restructuring audit institution of Shenzhen Stock Exchange, Rongcheng certified public accountants Co., Ltd (special general partnership) (hereinafter referred to as “accountant”) as the audit institution of the assets to be purchased, has carefully discussed and verified the problems raised by you, and now the explanations on the relevant problems are as follows.
Unless otherwise specified, the words or abbreviations mentioned in this verification opinion have the same meaning as the words or abbreviations defined in “interpretation” in the draft. If the total amount in any table in this reply is inconsistent with the sum of the values listed in the table, it shall be rounded unless otherwise specified.
Question 1
The reply file shows, (1) In 2020, in order to prevent and eliminate the occurrence of fund lending by related parties, the target company formulated the management system for preventing the occupation of funds by controlling shareholders and related parties and the management system for related party transactions During the reporting period, the internal control mechanism of the subject company was in line with the actual situation of the company, the capital transactions were subject to strict approval procedures, and the internal control mechanism was free of defects; On April 21, 2021, Beijing Tianjin Hebei Runze and Zhou Chaonan issued a commitment to avoid capital occupation; (2) From January to June 2021, the target company still lent funds to related parties. In March and may 2021, the target company transferred 374.9485 million yuan and 510 million yuan to related parties respectively for the repayment of external loans by related parties. In addition, from January to June 2021, the target company also had daily capital transactions with related parties, payment on behalf of related parties, changes in investment plans, etc Shape; (3) During the reporting period, the subject company borrowed funds from Wang junai, Zhang Ping and other third parties through Tiantong communication, Zhang Xian and other related parties, directors, supervisors, senior managers and other employees of the subject company. The above capital transactions have been in accordance with the capital transaction loan agreement signed between the subject company and Tiantong communication and other related parties The relevant agreements have been collected into the name of Tiantong communication, and the relevant transaction amount has been disclosed in the fund transactions of related parties; (4) In 2018 and 2019, the funds borrowed by the subject company from related parties mainly came from the self owned funds of related parties and their personal loans from Wang junai and Zhang Pingping. The above borrowed funds were mainly used for the project construction of the subject company. The capital settlement interest rate in 2018 and 2019 was calculated based on the weighted average interest rate of the above funds borrowed by the subject company, and the interest rates were respectively 31.54% and 30.27%, the interest expense accrued by the subject company is 21.5599 million yuan and the interest income is 9.0117 million yuan respectively; (5) In 2019 and 2020, the target company lent funds to the related party Tiantong communication, mainly from its own funds accumulated by the target company’s operation. The related party’s lending funds are mainly used for the construction of complex and other projects. In 2020, the capital settlement interest rate is 6.81% of the weighted average interest rate of the target company’s bank loans, and the target company accrued interest income of 39.29 million yuan; (6) Independent financial advisers and accountants conducted special verification on the above capital transactions.
The listed company is requested to make supplementary disclosure: (1) From January to June 2021, the subject company still lent funds to related parties. In combination with the specific contents and compliance of the above fund management system and commitments, disclose the specific reasons for the still lending funds, whether there is violation of the above fund management system, whether there is non-standard financial internal control, and whether the subject company still makes capital contributions to related parties from July 2021 to now Kim’s situation, Whether the above situation is in line with question 25 of Shenzhen Stock Exchange’s Q & A on the audit of initial public offering and listing of gem shares (hereinafter referred to as the “initial Q & a”) “after the deadline for initial declaration and audit, in principle, the issuer shall not have the above-mentioned non-standard internal control and ineffective implementation” Whether it violates the commitment issued by Beijing Tianjin Hebei Runze and Zhou Chaonan to avoid capital occupation; (2) Since 2021, whether the daily capital transactions between the subject company and related parties, payment on behalf of others, changes in investment plans, and other receivables constitute the occupation and judgment basis of non operating funds.
The listed company is requested to supplement: (1) explain all the contents of the underlying asset and fund management system in the form of an annex; (2) restore and list on a monthly basis the specific conditions before the capital transactions of related parties were collected under the name of Tiantong communication in the reporting period, as well as the specific calculation interest rate, process and amount of each related interest expense and income of the underlying company in each period of the reporting period; (3) In combination with the specific source of borrowing funds, explain the reason and rationality that the interest rate of borrowing funds is much higher than that of lending funds, and in combination with the specific amount and time of borrowing and lending funds, explain whether the target company has high interest rate borrowing and lending funds at the same time, if so, explain the reason and necessity of the above situation, and whether there is a low interest rate for high interest rate borrowing funds The situation of lending funds from related parties and transferring interests with related parties.
Independent financial consultants, accountants and lawyers are invited to combine with question 25 of the initial Q & A According to the specific requirements of question 54 of the answers to some questions about initial business (revised in June 2020), further special verification shall be carried out on the above matters, and supplementary disclosure shall be made on the specific conditions of the verification procedures and specific verification conclusions implemented in the special verification report, including but not limited to whether the subject company has the answers to some questions about initial business (revised in June 2020) The key verification items specified in question 54, the specific content of the evidence obtained, such as the specific content of the walk through test, the specific process and proportion of the control test, the specific name and content of the internal control documents related to the fund lending of related parties, the specific time, procedures and responsible person of the target company to perform the relevant approval procedures, the specific information contained in the fund lending transfer voucher It has verified whether the specific name of the bank flow of the relevant party includes all accounts of the relevant party, the specific data and review process of interest calculation, the specific name and content of the relevant party in the letter, the specific name and content of the relevant party in the interview, and demonstrated whether the obtained evidence and the audit procedures are sufficient, And express clear opinions on whether the above matters meet the requirements of question 25 of the first Q & A.
reply:
1、 Supplementary disclosures
(i) From January to June 2021, the subject company still lent funds to related parties. In combination with the specific contents and compliance of the above fund management system and commitments, disclose the specific reasons for the still lending funds, whether it violates the above fund management system, and whether there is any non-standard financial internal control, Whether the subject company still lends funds to related parties from July 2021 to now, Whether the above situation is in line with question 25 of Shenzhen Stock Exchange’s Q & A on the audit of initial public offering and listing of gem shares (hereinafter referred to as the “initial Q & a”) “after the deadline for initial declaration and audit, in principle, the issuer shall not have the above-mentioned non-standard internal control and ineffective implementation” Whether it violates the commitment issued by Beijing Tianjin Hebei Runze and Zhou Chaonan to avoid capital occupation
1. Specific content and compliance of the fund management system of the target company
In order to prevent and eliminate the occurrence of inter-bank lending of funds by related parties, the target company has formulated the management system for preventing the occupation of funds by controlling shareholders and related parties, the management system for related transactions and other systems, which clearly stipulates the authority of related transactions, approval procedures, principles of capital transactions with related parties, supervision and disposal measures of fund occupation of the target company, Prevent the controlling shareholders and related parties from occupying the company’s funds. The relevant provisions of the fund management system of the target company comply with the provisions of the company law of the people’s Republic of China, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on further cleaning up the funds occupied by major shareholders of listed companies and other relevant laws and regulations.
2. Capital transactions between the subject company and related parties in 2021
From January to October 2021, the detailed amount and balance of funds between the subject company and Tiantong communication are as follows:
Unit: 10000 yuan
Flow date fund transaction reason revenue amount payment amount other receivables balance
2021-01-1510000.00-42454.182021-02-093000.00-39454.182021-02-101800.00-37654.182021-02-103000.00-34654.182021-02-10 fund raised by related parties to repay arrears 5000.00-29654.182021-02-184000.00-25654.182021-02-182000.00-23654.182021-02-181000.00-22654.182021-02-199090.00-13564.182021-02-192910.00-10654.18
On March 3, 2021, related parties repay the arrears of 49500.00-38845.82 through Ping An Trust Loan
2021-03-04-5000.00-33845.82 on 2021-03-04, the related party of Runze technology payment will return the external financing with high interest rate in the early stage to guan-31000.00-2845.82
2021-03-15-30.00-2,815.82
2021-03-16-711.00-2,104.822021-03-18-750.00-1,354.822021-03-24-3.85-1,350.97
On March 29, 2021, related parties transferred 3330.00 — 4680.97 to Runze Technology
On April 13, 2021, Ping An Trust lent money to related parties, and the related parties returned 43000.00-47680.97 to Runze technology
On April 14, 2021, Ping An Trust adjusted the way of borrowing funds, requiring -4300.00-43380.97 related parties of Runze technology to return Ping An Trust in advance
From April 2021 to April 143, the loan was 495 million yuan, etc. – 16700.00-26680.97
On April 15, 2021, related parties of Ping An Trust Loan shall return Runze technology from 13173.20 to 39854.17
