Securities code: Tus Environmental Science And Technology Development Co.Ltd(000826) securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022028 Tus Environmental Science And Technology Development Co.Ltd(000826)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete,
There are no false records, misleading statements or major omissions in the announcement.
Special tips:
1. After receiving the letter of concern issued by Shenzhen Stock Exchange, the company will check the contents involved. Because the issues involved in the letter of concern are interrelated with the company's project audit, on-site verification and other matters, as the audit and on-site verification are still in progress, the company and relevant parties continue to carry out the verification of the issues involved in the letter of concern, and timely fulfill the obligation of continuous information disclosure on the progress of the verification matters. Please make careful decisions and pay attention to investment risks.
2. On February 28, 2022, the company received the notice of filing from the China Securities Regulatory Commission (Zheng Jian Li Jian Li Jian Zi No. 0052022001) (see the announcement on the company's receipt of the notice of filing from the China Securities Regulatory Commission (Announcement No.: 2022026) disclosed by the company on March 1, 2022).
3. In view of the relevant uncertainties, whether to adjust the transaction scheme of City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds and related party transactions plan or terminate the transaction in the future, and whether to obtain the relevant approval and the acquisition time are uncertain, so the majority of investors are reminded of the investment risk.
Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as " Tus Environmental Science And Technology Development Co.Ltd(000826) " or "the company") received the letter of concern on Tus Environmental Science And Technology Development Co.Ltd(000826) issued by Shenzhen Stock Exchange on February 7, 2022 (company department concern letter [2022] No. 115).
On January 28, 2022, the company disclosed the annual performance forecast for 2021. It is estimated that the net profit attributable to the shareholders of the listed company in 2021 will be a loss of 3.8 billion yuan to 4.8 billion yuan. The reason for the loss is the provision for asset impairment of suspended projects and projects to be withdrawn; Exit, transfer and dispose of projects with low asset operation efficiency, unsustainable operation and not covered by the company's overall strategy; For accounts receivable, other receivables, long-term receivables and notes receivable that have substantial obstacles to the recovery of some funds, credit impairment losses shall be accrued. The company has carried out verification and implementation in accordance with the requirements of the letter of concern, and now replies to the relevant matters raised in the letter of concern as follows:
1. Your company is requested to disclose in tabular form the details of the suspended projects and projects to be withdrawn involving the provision of asset impairment, including but not limited to the project name, main contents, project cycle, project progress, whether it has reached the expected progress, accounting subjects and amount involved, and explain the time, reason, impairment test process The basis for determining the recoverable amount, and please explain whether there is a significant difference between the above items and the items and amount of asset impairment in your company's 2021 semi annual report. If so, please explain the reason and rationality.
reply:
Description of the company's provision for impairment of assets related to suspended projects and projects to be withdrawn: Based on the adjustment of the company's overall strategy in the future, the future business direction, technological upgrading and the absorption and merger and major asset restructuring being promoted with City Development Environment Co.Ltd(000885) (hereinafter referred to as " City Development Environment Co.Ltd(000885) "), both parties comprehensively sort out and count the existing assets and projects, Adjust the operation and construction plan for the existing assets and strategically withdraw some projects. In accordance with the accounting standards for Business Enterprises No. 8 - provision for impairment and relevant accounting policies of the company, the company and its holding subsidiaries conducted a comprehensive inventory and evaluation of various assets in the half year of 2021, and made corresponding provision for impairment of relevant assets with signs of impairment.
Up to now, the details of the company's suspended and withdrawn projects involving impairment, including but not limited to the project name, main contents, project cycle, project progress, whether it has reached the expected progress, accounting subjects and amount involved, time and reason of impairment signs, impairment test process The basis for determining the recoverable amount and other relevant contents will be announced during the semi annual report period (see the reply announcement on the letter of concern of Shenzhen Stock Exchange published in China Securities Journal and securities times on July 28, 2021, http://www.cninfo.com.cn [2021121], and the announcement on the provision for asset impairment in the semi annual period of 2021 published on August 26, 2021) 2021133）。
Up to now, there is no significant difference between the impairment items in the company's 2021 annual performance forecast and the items and amounts of asset impairment accrued in the 2021 semi annual report.
On January 18, 2022, the company received the decision on ordering to take corrective regulatory measures against Tus Environmental Science And Technology Development Co.Ltd(000826) issued by Hubei regulatory bureau of China Securities Regulatory Commission ([2022] No. 1) (see the announcement on receiving the decision on ordering to correct regulatory measures from Hubei Securities Regulatory Bureau disclosed by the company on January 19, 2022, Announcement No. [2022005]). Order the company to make a comprehensive rectification and report the rectification to the regulatory authority on schedule.
If the accounting adjustment of some projects is involved in the verification, the company will make accounting adjustment in strict accordance with relevant laws and regulations and the accounting standards for business enterprises. The final project impairment and accounting adjustment shall be subject to the audited financial data of the company in 2021.
The company received the filing report of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on February 28, 2022
Zhi Shu (Zheng Jian Li Jian Li Jian Zi No. 0052022001) (for details, see the announcement on the company's receipt of the notice of filing a case from the China Securities Regulatory Commission disclosed by the company on March 1, 2022, Announcement No.: 2022026). Due to suspected illegal information disclosure, according to the Securities Law of the people's Republic of China, the administrative punishment law of the people's Republic of China and other laws and regulations, The CSRC decided to file a case against the company. During the investigation, the company will actively cooperate with the investigation and perform the obligation of information disclosure in strict accordance with the regulations. The information disclosure media designated by the company are China Securities Journal, securities times and cninfo（ http://www.cn.info.com.cn. ）, the information about the company shall be subject to the announcement disclosed by the company in the above designated media. The company will earnestly and timely fulfill the obligation of continuous information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations. At the same time, investors are kindly invited to pay attention to investment risks.
Accountant's reply:
The company and City Development Environment Co.Ltd(000885) are in the process of absorption, merger and reorganization. Based on the consideration of the overall strategy of the company in the future by both parties, the company adjusted the business direction, technology upgrading and other aspects, revised the existing asset operation and construction plan, made decisions on the withdrawal of relevant assets, and made provision for impairment of the items withdrawn due to future uncertainty.
（1） Accountant verification procedure
1. Understand the recent development of the environmental protection industry and the market development trend of PPP and BOT projects in recent years, evaluate the relevant situation of the company's construction in progress, fully communicate with the company's management, check the above situation through inquiry, inspection and analysis, and judge the rationality of the company's management's judgment on the signs of impairment of construction in progress;
2. We have paid attention to and reviewed whether the impairment test principles and methods determined by the company are appropriate, and will further pay attention to and review whether the basic data on which the impairment test of construction in progress is based, whether the key parameters selected are appropriate, and whether the key assumptions adopted, major estimates and judgments made and the value types selected are reasonable, Analyze whether the impairment test method matches the value type. When making use of the work of asset appraisal experts, we will maintain necessary communication with experts, pay full attention to the independence and professional competence of experts, and review the working process of experts and their important professional judgments to judge the appropriateness of experts' work.
（2） Accountant's verification opinion
After verification, we believe that:
The company plans to withdraw the impairment of construction in progress in its 2021 annual report, which is mainly divided into three situations:
The first is the situation that the company has communicated with the owner. For the projects to be cancelled, Zhenping, Tianmen, Anxin and Yichang economic development projects have started the audit and evaluation with the government in 2021. The relevant audit and evaluation has preliminary results, and the relevant impairment has been accrued according to the difference between the preliminary results and the estimated recoverable amount of the company.
The second is the project that the company decides to stop construction because it fails to reach an agreement with the owner on the follow-up implementation of the project;
The third is based on the current promotion of absorption and merger and major asset restructuring, the company plans to stop the construction in progress of the project.
For the second and third projects, the company plans to conduct relevant evaluation according to the relevant benefits that the project under construction can produce in the future and the possibility of receiving compensation from the government in the future, and plans to estimate the impairment amount according to the evaluation results and the company's prediction.
The company is actively and comprehensively checking the inaccurate accounting and other issues involved in the decision on ordering rectification according to the decision on ordering rectification of regulatory measures issued by Hubei regulatory bureau. In the later stage, we will implement further audit procedures according to the rectification progress and new evidence provided by the enterprise, so as to further verify the rationality of accounting treatment of rectification.
As the audit of Tus Environmental Science And Technology Development Co.Ltd(000826) 2021 annual financial statements is still in progress, the final audit opinion has not been formed. The above estimated data is the preliminary calculation of the financial department, and the final result is subject to the 2021 annual financial report announced by the company. 2. Please explain the specific details of the items your company has withdrawn and transferred, the corresponding loss amount and relevant accounting treatment, and explain the pricing basis and whether the pricing is fair. Please explain whether there are obvious differences between the above items and the specific conditions of the exit and transfer projects disclosed in your 2021 semi annual report and their impact on profits and losses. If yes, please explain the reason and rationality. reply:
1. Overview of projects sold
The specific situation of the company's withdrawal and transfer projects in 2021 and its impact on profit and loss are not significantly different from the company's semi annual report in 2021. Relevant data related to disposal profit and loss are unaudited data, and the final audited financial data in 2021 shall prevail.
The details of the company's income and loss from disposal in 2021 are as follows:
No. company name project name transaction amount disposal method disposal income / relevant performance procedures accounting subject remarks
(10000 yuan) loss (10000 yuan)
1 Zhengzhou Qidi Zero Carbon Technology Co., Ltd. - equity transfer, long-term equity investment The industrial and commercial registration of investment income has changed the provisions for impairment of long-term equity investment in Zhengzhou and investment income of Lanling county's domestic waste incineration power generation
2. Equity transfer of Lanling Lanqing environmental protection energy Co., Ltd. project enlightenment zero carbon technology property impairment loss industrial and commercial registration has been changed. Impairment provision for 100% long-term equity investment of Kaixian domestic waste incineration power generation project Co., Ltd Endowment
3. The industrial and commercial registration of the project equity transfer right and property impairment loss of related party transactions of Chongqing Green Energy New Energy Co., Ltd. has been changed. The proposal of Chuxiong domestic waste incineration power generation has been approved by the company's long-term equity investment impairment provision Endowment
4. Equity transfer of Chuxiong Dongfang new energy and environmental protection Co., Ltd. the industrial and commercial registration of Nissan impairment loss has been changed on June 2, 2021 - the 10th board of directors held on 424915
5. The industrial and commercial registration of long-term equity investment and investment income of Linqu Yiqing environmental protection energy Co., Ltd. Shandong Linqu domestic waste power generation project has been changed to 10080090
