Securities code: 600146 securities abbreviation: * ST global Announcement No.: pro-2021-156 Shangying Global Co.Ltd(600146)
Announcement on reply to the inquiry letter on information disclosure of Shangying Global Co.Ltd(600146) third quarter report of 2021 issued by Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shangying Global Co.Ltd(600146) (hereinafter referred to as “the company”) received the inquiry letter on information disclosure of Shangying Global Co.Ltd(600146) third quarter report of 2021 (shgh [2021] No. 2862, hereinafter referred to as “the inquiry letter”) issued by Shanghai Stock Exchange on November 8, 2021. According to the requirements of the inquiry letter, we hereby reply and announce the relevant situation as follows:
Risk tips:
The audited net profit attributable to the shareholders of the listed company in 2020 is negative, and the amount of operating income after deduction is less than RMB 100 million. The company has been warned of delisting risk. If the audited net profit of the company in 2021 (excluding the lower one) is negative and the operating income is less than RMB 100 million, the listing of the company’s shares will be terminated;
If the audited net profit before and after deducting non recurring profits and losses in the fiscal year 2021 is negative, the company shall disclose the deduction of operating income and the amount of operating income after deduction in the annual report or correction announcement; The accounting firm in charge of audit shall issue special verification opinions on whether the deductions of the company’s operating income comply with the above provisions and the amount of operating income after deduction. If the company fails to deduct relevant income as required, the Shanghai Stock Exchange may require the company to deduct and decide whether to terminate the listing of the company according to the amount of operating income after deduction.
Or touch other listing rules 13.3 Under any of the circumstances specified in Article 12, the listing of the company’s shares will be terminated. Please pay attention to the relevant risks.
In accordance with the requirements of the stock listing rules and the industry information disclosure guidelines of Shanghai Stock Exchange, our department has conducted post audit on the third quarter report of your company in 2021. According to Article 16.1 of the stock listing rules of the exchange, your company is requested to further explain and supplement the following information.
1. About operating income. The third quarterly report shows that the company achieved an operating revenue of 69.8388 million yuan, a significant increase of 153.11% year-on-year. In the third quarter, the operating revenue was 44.1148 million yuan, accounting for 63.17% of the first three quarters, a significant increase year-on-year and month on month, mainly from the OEM brand revenue. Among them, China achieved an operating revenue of 1.0912 million yuan and the United States achieved an operating revenue of 43.0236 million yuan. The company is requested to make supplementary disclosure: (1) explain the reason and rationality of the substantial increase in operating revenue in the third quarter in combination with the actual sales quantity and price of various products, and whether it conforms to the seasonal law of the industry; (2) the operation and financial status of relevant businesses in the United States, including but not limited to the business model and operation status of relevant businesses; (3) In the third quarter, the product category, sales volume, sales proportion and whether it is a new customer sold by the relevant U.S. business to the top five customers respectively, explain whether the company and the top five customers are related parties, whether they seriously rely on a few customers, whether they realize the final sales of products, and whether the transaction has commercial substance, and fully explain the judgment basis; (4) In the third quarter, the product category, purchase amount, purchase proportion and whether it is a new supplier purchased by the U.S. business from the top five suppliers indicate whether the company and the top five suppliers are related parties, whether they rely heavily on a few suppliers, whether there are related relationships or business transactions between major suppliers and customers, and whether the transaction has commercial substance, And fully explain the judgment basis; (5) In combination with the terms of the sales contract and the commercial essence, explain the recognition policies and basis of various types of income, whether there is any situation in which income is recognized without meeting the conditions for income recognition, and whether it is in line with the provisions of the accounting standards for business enterprises. (6) Whether the relevant business is a new trade business, whether the transaction price is fair, and whether there is any situation that has nothing to do with the main business or does not have commercial substance. If so, please list the amount of operating revenue and net profit after deducting the relevant impact, and fully remind the possible risk of delisting in combination with the relevant financial data.
(1) Combined with the actual sales quantity and price of various products, explain the reasons and rationality of the significant increase in operating revenue in the third quarter, and whether it conforms to the seasonal law of the industry;
reply:
Apses is a garment factory located in El Salvador, Central America, mainly engaged in two kinds of OEM business, one is garment finished product production business, the other is garment processing business. From January to September 2021, a total of 424000 garment finished products were produced, with an average unit price of USD 12-20, of which the unit price of most categories was USD 20; 2.687 million pieces were processed and produced, with an average processing cost of US $0.82 per piece. In the first half of 2021, the company’s business focused on garment processing. At the same time, it developed the account period credit for garment fabric procurement and increased the purchasing capacity of flour and accessories. Therefore, it increased the production capacity of garment finished products. The significant increase in revenue in the third quarter was mainly from garment finished products. Since this year, with the impact of the epidemic in Asian countries, a large number of production orders in the garment industry have been transferred back to China, resulting in tight production capacity and rising prices for Chinese garment manufacturers. At the same time, due to the impact of Sino US trade and other reasons, the freight from China to the United States has increased significantly by 4-6 times, and the freight from Central American countries to the United States has not increased. At the same time, due to the influence of relevant politics between China and the United States, North American garment customers require the transfer of fabric and garment production and processing from China to Central America, Therefore, Central American garment manufacturers have gradually expanded the competitive advantage of supply and demand of North American garment manufacturers. Apses, as the company’s garment factory in El Salvador, has also obtained a greater competitive advantage. In addition, apses factory used to be a clothing manufacturer of international well-known brand under armour, with an average annual sales of about 150 million yuan. It has very mature production technology and capacity, and can provide customers with high-quality and efficient clothing production and processing products. Since the beginning of this year, based on the above advantages, the company resumed business contact with old customers in the first half of the year, re established the relationship with fabric suppliers, and obtained the help of suppliers and customers’ funds. After the high-quality and efficient completion of batch garment finished product orders in the first half of the year, it meets the needs of customers and increases customers’ confidence that the company can meet its procurement needs. In addition, the school season in the third quarter and Thanksgiving Christmas in the fourth quarter are the peak retail season in the United States. Based on the above reasons, the company obtained a large number of production orders for garment finished products in the third and fourth quarters, resulting in a significant increase in the company’s operating revenue in the third quarter, which is reasonable and in line with the seasonal law of the industry.
(2) The operation and financial status of relevant businesses in the United States, including but not limited to the business model and operation of relevant businesses;
reply:
Apses factory mainly carries out customer development, production and sales in North America. Its main business model is OEM, garment finished product production and garment processing business. Affected by the local epidemic prevention and control in El Salvador, apses plant fell into shutdown and shutdown in May 2020, gradually resumed production since the second half of 2020, and further returned to normal and stable plant production in 2021. Its financial situation in the first three quarters of this year is as follows:
Unit: RMB 10000
January September 2021, September 30, 2021
Revenue – clothing finished products 4582.44
Income – garment processing 1415.47
Revenue – Total 5997.91
Total assets 5763.79
(3) In the third quarter, the product category, sales volume, sales proportion and whether it is a new customer sold by the relevant U.S. business to the top five customers respectively, explain whether the company and the top five customers are related parties, whether they seriously rely on a few customers, whether they realize the final sales of products, and whether the transaction has commercial substance, and fully explain the judgment basis;
reply:
In the third quarter of 2021, the business type, sales volume and sales proportion of the top five customers of the company’s U.S. business are as follows: unit: RMB 10000 yuan
Customer business type sales proportion in the third quarter of 2021
sales volume
Alwants LLC garment finished product production 3740.1062%
Garment processing and production of Hanesbrands Inc 625.9810% (HBI)
Gildan garment processing production 421.377% activewear S.R.L
Westtex apparel, garment processing and production 319.125% S.A. de C.V
Oneworld garment finished product production 295.135% apparel, LLC
In the third quarter of 2021, the top five customers of the company’s U.S. business were non related parties and non new customers. Apses factory has mature garment production process capacity and experience. When the production capacity is gradually restored, the problem of relying on a small number of customers will be eliminated as apses gradually restores business contact with its original customers. The order goods delivered by apses factory in the third quarter are mainly used for sales and daily sales in retail peak seasons such as Thanksgiving and Christmas. Apses accepts customers’ garment production orders, completes order production and delivers products to customers. It is the company’s traditional garment production business with commercial essence.
(4) In the third quarter, the product category, purchase amount, purchase proportion and whether it is a new supplier purchased by the U.S. business from the top five suppliers indicate whether the company and the top five suppliers are related parties, whether they rely heavily on a few suppliers, whether there are related relationships or business transactions between major suppliers and customers, and whether the transaction has commercial substance, And fully explain the judgment basis;
reply:
In the third quarter of 2021, the product category, purchase amount and purchase proportion of the top five suppliers of the company’s U.S. business are as follows: unit: RMB 10000 yuan
Customer product category purchase proportion in the third quarter of 2021
Purchase amount
Clothing materials of charming art Ltd 2065.6035%
Sparkle world apparel materials 688.5412% Inc
Texolline clothing materials 218.434%
Pettenati clothing materials 136.742%
Texpasa clothing materials 85.331%
In the third quarter of 2021, the top five suppliers of the company’s U.S. business were not related parties. Among them, charming art Ltd is the fabric supplier developed by apses factory in 2020. Apses factory according to the clothing category in the customer’s order (e.g. sportswear, casual wear, etc.) different fabrics are required to be purchased from different fabric suppliers, so it does not rely heavily on a few suppliers. Apses factory and suppliers formulate material purchase orders, and all materials received and warehoused are counted and inspected by apses personnel to ensure that the purchased and received goods are consistent with the order, customs declaration list and other information, and are accepted and warehoused. The routine procurement of relevant materials for garment production by apses factory has commercial essence.
(5) In combination with the terms of the sales contract and the commercial essence, explain the recognition policies and basis of various types of income, whether there is any situation in which income is recognized without meeting the conditions for income recognition, and whether it is in line with the provisions of the accounting standards for business enterprises.
reply:
Both apses factory and the customer formulate an order contract and specify the clothing style, quantity, price, delivery date, etc. after apses completes production and the goods are in the deliverable state, apses will issue a delivery note and deliver the goods. When the goods are sent to the customer or picked up by the customer, the customer shall count the category and quantity of the goods, check the quality of the goods, sign to confirm the acceptance of the goods, and apses shall issue a sales invoice and confirm the revenue
