Securities code: Tus Environmental Science And Technology Development Co.Ltd(000826) securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022027 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 October 22, 2021 (company department concern letter [2021] No. 354) (hereinafter referred to as “concern letter”). After receiving the letter of concern, the company immediately organized relevant personnel to verify the questions raised in the letter of concern one by one and checked with relevant intermediaries. The replies to the relevant matters and questions of the letter of concern are as follows:
Recently, the media released a report on Tus Environmental Science And Technology Development Co.Ltd(000826) suspected fraud: a number of projects under construction are seriously inflated, and the total amount of water is 12.7 billion, saying that many projects under construction of your company are suspected of seriously inflated assets, of which three projects have not even started at all. It is reported that your company is suspected of financial fraud. Please pay close attention to the following matters and explain to our department:
1. In the early stage, our department sent many inquiry letters and attention letters on your company’s 2020 annual report and 2021 semi annual report performance forecast, focused on the accounting and impairment process of your company’s huge losses, “construction in progress”, “accounts receivable” and other subjects, and asked your company to verify the formation process and specific project details of the construction in progress, It is also required to explain whether the provision for impairment is reasonable and sufficient and whether it matches the signs of reduction; Require your company to disclose the details of large accounts receivable and the reasons for long-term failure to recover, and the rationality of bad debt provision; It is required to explain whether your company has carried out “performance bathing” through asset impairment, and require your company’s annual audit accounting firm Daxin accounting firm (special general partnership) (hereinafter referred to as “Daxin firm”) to express special verification opinions on the above matters. Your company and Daxin firm have made sufficient and reasonable provisions for relevant accounting and impairment reserves, There is no “big bath of performance”. Please make further self-examination in combination with media reports and explain:
(1) Please list the main information of the projects under construction in recent five years one by one, including but not limited to the project name, total budget investment, budget construction period, actual commencement time, annual investment amount after commencement, ending balance, project progress, name of formed assets, destination of investment, name of project construction unit, etc., and provide main transfer records and vouchers. Please explain whether there is any significant difference between the actual progress and the planned progress, whether there are situations affecting the construction progress such as shutdown and uncompleted completion, and whether the occurrence time, project progress and investment amount are consistent with the media reports.
(2) In combination with the reply to question (1), explain whether the accounting, impairment test and provision for impairment of relevant projects are true, accurate and reasonable, whether there is a false increase in construction in progress, and then cover up the false increase of assets in the early stage through the provision of large impairment, and whether the capital flow involves the occupation of funds by related parties, illegal financial assistance, etc.
(3) Please check and explain the accounting process and accuracy of your company’s operating revenue, profit, accounts receivable and other subjects in the last two years, and whether there is any false increase in operating revenue, profit and accounts receivable.
(4) Please explain whether your company’s early reply to our department is true, accurate and complete in combination with media reports and self-examination, and whether there are false records, major omissions or misleading statements.
The independent directors and Daxin exchange of your company are requested to check the above matters and express clear opinions.
reply:
Before 2020, despite the adverse effects of macroeconomic, industrial and school enterprise reform, the company still actively communicated and negotiated with the government to promote project investment and construction, and there were no major adverse changes in the company’s economic and technological environment and no damage to its assets. Based on the assumption of continuous operation and the principle of accounting prudence, According to the accounting standards for business enterprises and relevant regulations and the actual situation of the company’s assets, the future operating income of the company’s franchise project is expected to make up for the previous investment, and there is no sign of impairment. Since 2021, the company’s debt pressure has continued to increase, and the company has failed to renew the loan or handle the extension after the maturity of some financial debts. Based on the need to ensure the normal operation of the company, after comprehensively combing the projects under construction of the company, the company reassessed some projects with relatively lagging construction progress, large amount of subsequent investment funds, poor expected future recoverable cash flow, and great adverse changes in the peripheral environment of the project compared with the beginning of the period.
In January and July 2021, the company successively announced the plan and revised draft of absorption and merger with City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “). Based on the overall future strategy, absorption and merger and major asset restructuring, the company comprehensively reorganized the existing projects, facing various uncertain factors such as industry and market, The company made adjustments in terms of business direction and technology upgrading, and accrued impairment for suspended projects and projects to be withdrawn in the reporting period in accordance with relevant accounting systems.
After receiving the letter of concern issued by Shenzhen Stock Exchange, the company will check the contents involved and sort out the historical data of the project. Since the issues involved in the letter of concern are related to the company’s project audit, on-site verification and other matters, the company actively communicates with relevant parties on the relevant issues found in the verification process. Some verification work is affected by epidemic emergency and other factors. At the same time, the workload involved in the verification and problem correction and the scope of relevant parties are large, so as to ensure the authenticity and accuracy of the reply content of the letter of concern Accurate and complete, the company will continue to promote the verification work.
Tus Environmental Science And Technology Development Co.Ltd(000826) 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]). The company is actively and comprehensively checking and rectifying the inaccurate accounting and other problems involved in the decision to order rectification, and will complete it before the disclosure of the 2021 annual report. If the accounting adjustment of some items is involved in the verification process, the company will make accounting adjustment in strict accordance with the laws and regulations of listed companies and the relevant provisions of the accounting standards for business enterprises, and the final adjustment shall be subject to the final audit result. The company will reply to the above 1 (1), 1 (2), 1 (3) and 1 (4) problems in time according to the rectification results after verification and rectification.
After checking the relevant materials, the independent directors of the company believe that: in view of the fact that the company is currently checking and rectifying the inaccurate accounting and other problems involved in relevant projects, the independent directors of the company will strictly perform their duties and timely understand the verification and rectification process of the company, Urge the accountants to conduct active and comprehensive verification in accordance with the laws and regulations of listed companies and the relevant provisions of the accounting standards for business enterprises, and issue relevant opinions based on the prudent judgment of the company on the rectification results of relevant matters in the early stage.
The attention letter and reply provided by the company to the exchange are true, accurate and complete, and there are no false records, major omissions or misleading statements, and there are no circumstances that damage the interests of the company and shareholders, especially minority shareholders.
At the same time, we are concerned that 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). After learning from the company, the company has established a special working group to actively and comprehensively verify the problems involved in the decision on ordering rectification. The company proposes that if the accounting adjustment of some items is involved in the verification process, the accounting adjustment will be carried out in strict accordance with the laws and regulations of listed companies and the relevant provisions of the accounting standards for business enterprises.
On February 28, 2022, the company received the notice of filing a case from China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (see the announcement on the company’s receipt of the notice of filing a case from China Securities Regulatory Commission (Announcement No.: 2022026) disclosed by the company on March 1, 2022), On suspicion of illegal information disclosure, the CSRC decided to file a case against the company in accordance with 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. 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.
For the above matters, the independent directors will also pay close attention to and continue to follow up. At the same time, please pay attention to the investment risks.
Daxin certified public accountants: 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. As an Tus Environmental Science And Technology Development Co.Ltd(000826) audit service institution, Daxin certified public accountants will, in accordance with the relevant requirements of audit standards, Timely understand the company’s verification and rectification process, supplement further audit procedures based on the company’s rectification results and the evidence provided, and issue relevant verification opinions based on the prudent judgment of the company’s rectification results.
(5) Please explain whether the audit procedures and audit evidence obtained for the construction in progress, operating income, accounts receivable and other subjects in recent two years are sufficient to support the audit conclusion, and the reason and rationality for not listing the construction in progress as a key audit item. Please ask the quality control department of Daxin office to provide internal quality control opinions, and submit the audit working papers and copies of audit quality control working papers of construction in progress, accounts receivable and operating income.
Accountant’s reply:
（1） Audit procedures performed and audit evidence
1. Construction in progress
(1) Audit procedure
① Understand the basic information of the project under construction, such as project name, project address, business scope and planning license. ② Check the increase of construction in progress in the current period, for example, check whether the original vouchers of construction in progress added in the current year are complete, such as project initiation application, construction contract, invoice, project settlement sheet, payment document, etc., and whether the pricing is correct; Check the reduction of construction in progress in the current period, understand the policy of carrying forward fixed assets of construction in progress, and check whether the write off amount of construction in progress is correct in combination with the audit of fixed assets, and whether there is a case of listing the delivered fixed assets as construction in progress without less depreciation.
③ Spot check some construction projects under construction to implement on-site inspection procedures to check whether there are phenomena such as project stagnation and slow progress. ④ Check whether interest capitalization is correct. Review the borrowing costs, capitalization rate, actual expenditure and the start and stop time of capitalization for the calculation of capitalized interest.
⑤ Check the provision for impairment of construction in progress and pay attention to the suspended construction. Among them, check whether the construction in progress is impaired and whether the provision for impairment should be recognized; Check the method of determining the recoverable amount on which the impairment provision is based. 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 based on which the company conducts the impairment test on the construction in progress is accurate, whether the selected key parameters are appropriate, whether the key assumptions used in the evaluation, the major estimates and judgments made, and whether the selected value type is reasonable, Analyze whether the impairment test method matches the value type.
(2) Audit evidence
① Collect the project approval, feasibility study report and planning permit of the company.
② Collect the original documents and attachments of the project under construction, including project initiation application, construction contract, invoice, project settlement sheet and payment document. For the decrease of construction in progress, check the acceptance report of construction in progress transferred into fixed assets.
③ Auditors go to the project site to make inventory and ask the person in charge and other personnel at the same time.
④ Check the loan contract and capital flow, and recalculate the loan interest in combination with the progress of the project.
⑤ Collect government termination notice, project audit report, internal approval process of the company, evaluation report and project description, etc. 2. Operating income
(1) Audit procedure
① To understand and evaluate the company’s revenue type and fully understand the company’s business model, we should check and analyze the contract signing methods and contents under different business models in combination with the company’s business essence and “five steps”.
② For the identified relevant projects that need to use the analysis procedure, and based on the understanding of the auditee and its environment, through the horizontal and vertical comparison of the company’s income and gross profit margin, and considering the impact of the relationship between relevant data, the expected value of relevant data can be established.
③ Combined with the audit of accounts receivable, select the main customer letter audit
