Securities code: Tieling Newcity Investment Holding (Group) Limited(000809) securities abbreviation: Tieling Newcity Investment Holding (Group) Limited(000809) Announcement No.: 2022016
Tieling Newcity Investment Holding (Group) Limited(000809)
Announcement on the periodic reply to the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the content of information disclosure is true
Accurate and complete, without false records, misleading statements or major omissions.
Tieling Newcity Investment Holding (Group) Limited(000809) (hereinafter referred to as the company) received the notice on Tieling Newcity Investment Holding (Group) Limited(000809) issued by the second Department of management of listed companies of Shenzhen Stock Exchange on February 7, 2022 (company Department notice [2022] No. 116). The company has carefully checked the issues involved in the letter of concern, and now replies to the relevant matters as follows:
1、 Please analyze and explain whether your company’s operating income in 2021 should be deducted or not in combination with the specific deductions specified in “4.2 matters related to deduction of operating income” in our self regulatory guide for listed companies No. 1 – business handling, Whether your company has touched the delisting risk warning in article 9.3.1 of the stock listing rules (revised in 2022) “the audited net profit in the latest fiscal year is negative and the operating income is less than 100 million yuan”. The annual audit accountant of your company is requested to check and give clear opinions.
reply:
According to Article 5 of the accounting standards for business enterprises – revenue, when the contract between the enterprise and the customer meets the following conditions at the same time, the enterprise shall recognize the revenue when the customer obtains the control over the relevant goods, that is, the parties to the contract have approved the contract and promised to perform their respective obligations; The contract specifies the rights and obligations of the parties to the contract related to the transferred goods or the provision of services; The contract has clear payment terms related to the transferred goods; The contract has commercial essence, that is, the performance of the contract will change the risk, time distribution or amount of the enterprise’s future cash flow; The consideration that the enterprise is entitled to obtain due to the transfer of goods to customers is likely to be recovered. Combined with its own business reality and following the above principles, the company formulates the specific principles for the recognition of the company’s income: the income from primary land development is recognized when the land development is completed, the economic benefits related to the primary land development can flow into the enterprise, the amount of income can be measured reliably, and the conditions agreed in the contract or agreement are met; The revenue of tap water supply service is recognized when providing services, and the revenue is recognized by multiplying the actual water supply quantity counted and recognized by the business department by the executive unit price; The income from sewage treatment services is recognized when providing services. The income from sewage treatment services is recognized by multiplying the treatment capacity by the corresponding unit price; The company’s business of selling goods usually only includes the performance obligation of transferring goods. When the goods have been sent and the customer’s receipt or goods handover receipt has been received, the revenue is recognized at the time of the transfer of control over the goods; For property leasing, the company recognizes the income according to the straight-line method within the lease term agreed in the lease contract; For the recognition of the income from the transfer of the right to use assets, the economic benefits related to the transaction are likely to flow into the enterprise. When the amount of income can be measured reliably, it shall be calculated and determined according to the charging time and method agreed in the relevant contract or agreement.
According to the revenue recognition principle, the company’s operating revenue in 2021 is recognized as 114.12 million yuan, including income from primary land development, water supply, sewage treatment, advertising media, taxi operation, house leasing, water meter and water meter card sales, water quality test fees, etc. In accordance with the provisions of “4.2 matters related to the deduction of operating income” in the guidelines for self regulation and supervision of listed companies No. 1 – business handling, the company deducted a total of 3.31 million yuan from house leasing, water meter and water meter card sales, water quality test fees and other income unrelated to its main business according to the actual business situation. After deduction, the operating income in 2021 is 110.81 million yuan, and there is no situation that should be deducted or not deducted. The income after deduction exceeds 100 million yuan, and the company’s financial data has not been audited. The company preliminarily judges that there is no delisting risk warning situation. If it exists in the future, it will be disclosed in time, and investors are invited to pay attention to the risk.
The audit procedures of the annual audit accountant have not been completed, and the audit opinions will be issued after completion.
2、 Your company’s third quarterly report shows that your company’s operating revenue in the first three quarters of 2021 is only 14 million yuan. Please explain the reason and rationality of the substantial increase in operating revenue in the fourth quarter of 2021 compared with the first three quarters, whether there is a surprise transaction at the end of the year to avoid delisting risk, and whether there is a situation of cross period recognition of revenue, Whether the recognition of relevant business income complies with the provisions of the accounting standards for business enterprises.
reply:
The company’s main business is primary land development, and its income mainly comes from the listed land transfer fee. In the early stage of land transfer, the procedures are complex, there are many links and it takes a long time to complete the land transfer and obtain the income from land transfer until December 2021. The whole process of land acquisition, construction land index and bidding, auction and listing transfer is operated by the relevant functional departments of the government in accordance with the relevant procedures, with standardized procedures and a high degree of transparency, which can not be manipulated by the company. The counterparty is not a related party of the company. There is no surprise transaction at the end of the year to avoid the delisting risk, and there is no cross period recognition of income. The specific implementation procedures of land development income realized in 2021 are as follows:
1. On May 31 and July 8, 2021, Tieling Municipal Land and space planning committee will be held respectively to determine the opinions on the land use of the land to be transferred. Tieling Municipal Bureau of natural resources and Tieling County Bureau of natural resources will be responsible for the filing and the preliminary preparation for the filing.
2. At the beginning of August 2021, the land acquisition announcement was issued (the publicity period is 30 days).
3. Before August 30, 2021, the villagers’ Congress on land requisition shall be held to form the meeting minutes approved by more than two-thirds of the villagers’ representatives, and complete the preparation and approval of the social stability assessment report.
4. At the beginning of September 2021, the resettlement announcement will be issued (the publicity period is 30 days), and the announcement will end at the beginning of October. 5. At the beginning of October 2021, Tieling County Natural Resources Bureau will submit the file to Tieling City Natural Resources Bureau for approval and then to Liaoning Provincial Department of natural resources for approval.
6. From 2021 to November 15, obtain the reply documents of Liaoning provincial government on the construction land of Tieling county (Liao Zheng Di [2021] No. 1069 and 1070).
7. Listing and transferring land: on November 19, 2021, Tieling Natural Resources Bureau issued an online listing and transferring announcement of the use right of state-owned construction land; On December 21, 2021, Liaoning Yutai Real Estate Development Co., Ltd. won the bid and signed the transaction confirmation; On December 24, 2021, the state-owned construction land use right transfer contract was signed; After receiving the contract and the corresponding price, the company recognizes the income according to the accounting standards.
Allocated land: on December 19, 2021, Tieling County Natural Resources Bureau publicized the allocated land before approval; On December 28, 2021, the publicity was completed; On December 29, 2021, the decision on the allocation of state-owned construction land was signed, and the publicized plot was allocated to Tieling Technician College for reconstruction and expansion; After receiving the allocation decision and corresponding price, the company recognizes the income according to the accounting standards.
3、 Please reply in combination with the above matters to explain whether your company may be subject to delisting risk warning after the disclosure of 2021 annual report; If yes, please fully remind relevant risks.
reply:
According to the relevant provisions on delisting risk warning in the Listing Rules of Shenzhen Stock Exchange, and in combination with the company’s expected operating income in 2021, it is preliminarily judged that there is no delisting risk warning. At present, the company’s financial data has not been audited. If there is a risk warning of delisting in the follow-up, it will be disclosed in time, and investors are invited to pay attention to the risk.
It is hereby announced.
Tieling Newcity Investment Holding (Group) Limited(000809) board of directors March 4, 2022
