Report
Report on the special verification statement of performance “face change” before Baoding Technology Co.Ltd(002552) major asset restructuring (ZTY [2022] Hz No. 90083)
March 13, 2002
Zhongtianyun Certified Public Accountants (special general partnership)
JONTEN CERTIFIED PUBLIC ACCOUNTANTS LLP
Report r e p o r t
catalogue
1、 Special description
2、 Annex to the report
1. Copy of business license of the firm
2. Copy of practice certificate of the firm
3. Copy of signed CPA certificate
Auditor: zhongtianyun Certified Public Accountants (special general partnership) address: No. 9, Chegongzhuang street, Xicheng District, Beijing
Tel: 01088395676
Fax: 01088395200
About Baoding Technology Co.Ltd(002552) before major asset restructuring
Special verification instructions for “face change” of performance
Zhongtianyun [2022] He Zi No. 90083 according to the requirements of the relevant questions and answers on the performance “face change” of listed companies before major asset restructuring or the proposed assets in this restructuring (hereinafter referred to as “questions and answers”) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), As a certified public accountant reviewing the pro forma financial statements of Baoding Technology Co.Ltd(002552) (hereinafter referred to as ” Baoding Technology Co.Ltd(002552) “, “the company” or “the company”), we have verified the relevant matters of Baoding Technology Co.Ltd(002552) 2019, 2020 and 2021 (hereinafter referred to as “the last three years” or “the last three years”). The verification is described as follows:
1、 Whether the company has occupied funds in violation of regulations or provided external guarantees in recent three years
(I) verification procedure
1. Obtain the company’s internal control systems on fund occupation and external guarantee, understand the relevant decision-making procedures of related party transactions and external guarantee, and conduct inspection.
2. Obtain the transaction details of all related parties of the company, check with the book, check the content and nature of transaction funds, analyze their amount, and confirm whether there is illegal fund occupation.
3. Obtain the special audit statement on the occupation of funds by Baoding Technology Co.Ltd(002552) controlling shareholders and other related parties issued by Lixin Certified Public Accountants (special general partnership) on April 14, 2020 (xksbz [2020] No. za90095) The special report on the occupation of Baoding Technology Co.Ltd(002552) non operating funds and other related capital transactions (xksbz [2021] No. za90185) issued on March 29, 2021 and the special report on the occupation of Baoding Technology Co.Ltd(002552) non operating funds and other related capital transactions (xksbz [2022] No. za90037) issued on March 9, 2022, And recheck.
4. Obtain the enterprise credit report, consult the resolutions of the board of directors and the board of supervisors of the company, and check the accuracy and integrity of the external guarantee information disclosure.
5. Obtain the guarantee contract provided by the company for the bank loan of Fuyu (Zhangjiagang) new material technology Co., Ltd., and the debt settlement certificate issued by Bank Of Jiangsu Co.Ltd(600919) Zhangjiagang sub branch, and check the release of external guarantee liability.
(II) verification
1. Whether the company has occupied funds in violation of regulations in recent three years
The occupation of funds in the last three years is as follows:
Unit: 10000 yuan
Project name December 2021 December 2020 December 2019 current account nature 31 reason
Controlling shareholders, actual controllers and their subsidiaries, former controlling shareholders, actual controllers and their subsidiaries, other related parties and their subsidiaries
On December 31, 2019, December 31, 2020 and December 31, 2021, the company has no capital transactions receivable from controlling shareholders and other related parties.
2. Does the company have external guarantee in recent three years
The external guarantees in the last three years are as follows:
Unit: 10000 yuan
Guaranteed party December 31, 2021 December 31, 2020 December 31, 2019
Fuyu (Zhangjiagang) new material technology Co., Ltd. 0.00
Total 0.00
In 2019, Baoding Technology Co.Ltd(002552) as the guarantor provided guarantee for the bank loan of Fuyu (Zhangjiagang) new material technology Co., Ltd., which was fully disclosed in the 2019 audit report.
The loan principal and interest of Fuyu (Zhangjiagang) new material technology Co., Ltd. have been fully settled on November 21, 2019 Bank Of Jiangsu Co.Ltd(600919) Zhangjiagang sub branch issued the debt settlement certificate on November 16, 2020, Baoding Technology Co.Ltd(002552) is the guarantee of Fuyu (Zhangjiagang) new material technology Co., Ltd. (the total guarantee amount is RMB 60 million), and the liability is relieved.
On December 31, 2021, the company has no external guarantee.
(III) verification conclusion
After verification, we have not found that Baoding Technology Co.Ltd(002552) in the past three years, there have been illegal fund occupation and illegal external guarantee. 2、 The authenticity of performance and compliance of accounting treatment in the last three years, whether there are false transactions and fictitious profits, whether there is the transfer of interests of related parties, whether there is a situation of adjusting accounting profits to meet or avoid regulatory requirements, whether the relevant accounting treatment is in line with the provisions of the accounting standards for business enterprises, and whether there is abuse of accounting policies Correction of accounting errors or changes in accounting estimates, etc., which “bathe” the listed company, especially pay attention to the significant provision for impairment of accounts receivable, inventory and goodwill.
(I) audit status and audit opinions of Baoding Technology Co.Ltd(002552) annual report of the last three years
The financial statements of the company for 2019, 2020 and 2021 were audited by Lixin Certified Public Accountants (special general partnership) and issued the audit report xksbz [2020] No. za90093, xksbz [2021] No. za90184 and xksbz [2022] No. za90035 respectively, The opinions of the audit report on the financial statements of the above three years are standard unqualified opinions.
(II) verification procedure
1. Obtain the 2019 xksbz [2020] No. za90093 audit report, 2020 xksbz [2021] No. za90184 audit report and 2021 xksbz [2022] No. za90035 audit report issued by Lixin Certified Public Accountants (special general partnership).
2. Review Baoding Technology Co.Ltd(002552) whether there are changes in accounting policies and accounting estimates from 2019 to 2021 and whether they are abused.
3. Review Baoding Technology Co.Ltd(002552) major transactions and their accounting treatment from 2019 to 2021, and pay attention to whether there are fictitious transactions and fictitious profits; Pay attention to whether there is any adjustment of accounting profits and whether the relevant accounting treatment complies with the provisions of the accounting standards for business enterprises.
4. Review Baoding Technology Co.Ltd(002552) the provision for impairment of accounts receivable, inventories and goodwill from 2019 to 2021 and the adequacy of its basis.
5. Review Baoding Technology Co.Ltd(002552) related party transactions between 2019 and 2021, and pay attention to whether there is transfer of interests of related parties.
6. Check the resolutions of the board of directors and the board of supervisors, equity transfer agreement, audit report, etc., and check the accuracy and completeness of the disclosure of equity transfer of related parties.
7. Consult the company’s litigation judgment, the resolutions of the board of directors and the board of supervisors, obtain the lawyer’s letter, query and compare through the China judicial document network, and check the accuracy and completeness of the disclosure of the company’s contingencies.
8. Select the important suppliers and customers of the company in recent three years to implement the procedures of letter review and interview to verify the authenticity and accuracy of the company’s income.
9. Interview the company’s management, financial director, production director, sales director, procurement director and R & D director to understand the company’s business strategy and production and operation.
(III) verification
1. Baoding Technology Co.Ltd(002552) performance in recent three years
(1) Baoding Technology Co.Ltd(002552) the net profits attributable to the shareholders of the parent company in 2019 and 2020 were 560676 million yuan and 7.5826 million yuan respectively. The net profit in 2020 decreased by 86.48% compared with 2019, with large fluctuations, mainly due to the large fluctuations in investment income and non operating expenses.
1) Investment income
Baoding Technology Co.Ltd(002552) the investment income in 2019 and 2020 was 485321 million yuan and 8.5594 million yuan respectively. The investment income in 2020 was 82.36% lower than that in 2019. The main reason is that Baoding Technology Co.Ltd(002552) transferred 34.00% equity of Yisheng (Tianjin) Technology Co., Ltd. to Tianjin Feixuan Technology Co., Ltd. in April 2019, The confirmed investment income is 317151 million yuan.
2) Non operating expenses
Baoding Technology Co.Ltd(002552) non operating expenses in 2019 and 2020 were 105700 yuan and 14463200 yuan respectively. The significant increase in non operating expenses in 2020 was mainly due to:
① Baoding Technology Co.Ltd(002552) based on the principle of prudence and the consideration of estimating the risk of subsequent litigation compensation, according to the first instance judgment of “hufenglun” shaft broken product quality case of Wuhan Maritime Court on September 16, 2020 ( Baoding Technology Co.Ltd(002552) appealed against the first instance judgment), the estimated liability of RMB 8.5323 million is confirmed according to 50.00% of the compensation for pending litigation. ② Baoding Technology Co.Ltd(002552) referring to the judgment result of the first instance of the “Hufeng wheel” broken shaft product quality case, and in combination with the appeal of the plaintiff tiger bulk No. 7 Co., Ltd. in tiger bulk No. 7 case, the amount of compensation for the lawsuit in tiger bulk No. 7 case is 50.00%, and the estimated liability is 5.8898 million yuan.
(2) Baoding Technology Co.Ltd(002552) the net profits attributable to the shareholders of the parent company in 2020 and 2021 were 7.5826 million yuan and 6.3671 million yuan respectively, and the net profit in 2021 was 16.03% lower than that in 2020.
1) Baoding Technology Co.Ltd(002552) in 2020 and 2021, the net profit attributable to ordinary shareholders of the company after deducting non recurring profit and loss was 107155 million yuan and – 2.4337 million yuan respectively. In 2021, the net profit attributable to ordinary shareholders of the company after deducting non recurring profit and loss was 131492 million yuan lower than that in 2020, with a decrease of 122.71%. In 2020 and 2021, after deducting non recurring profits and losses, the performance of the company’s net profit attributable to the company’s common shareholders fluctuated greatly, mainly due to the decrease of operating income, the increase of period expenses and the increase of investment income. ① Operating income and gross profit margin
Baoding Technology Co.Ltd(002552) the operating revenue in 2020 and 2021 was 366673 million yuan and 3531637 million yuan respectively. The operating revenue in 2021 decreased by 135093 million yuan, or 3.68%, compared with that in 2020. The main reasons are as follows: first, the shipbuilding industry has a long production cycle, sales orders have a certain periodicity, and orders will not be placed continuously. The company has a large number of orders in the second half of 2020, The number of orders in 2021 decreased slightly compared with that in 2020; Second, in 2021, due to the continuous impact of overseas epidemic and the power restriction policy in the second half of the year, the delivery of some products was delayed, resulting in a slight decline in the annual output and sales volume.
Baoding Technology Co.Ltd(002552) the gross profit margins in 2020 and 2021 were 15.73% and 13.22% respectively. The gross profit margin in 2021 decreased by 2.51% compared with 2020. The main products are large castings and forgings for ships and large castings and forgings for construction machinery
