About Chalkis Health Industry Co.Ltd(000972)
Inquiry letter of 2021 Annual Report
Annual report inquiry letter [2022] No. 24 of the company Department Chalkis Health Industry Co.Ltd(000972) board of directors:
During the post review of your company’s 2021 annual report (hereinafter referred to as the “annual report”), our department paid attention to the following matters:
1. The annual report shows that in 2021, your company achieved a net profit attributable to the shareholders of the listed company of -101 million yuan and a net profit attributable to the shareholders of the listed company of -96.215 million yuan after deducting non recurring profits and losses. ZTE caiguanghua Certified Public Accountants (special general partnership) has issued an unqualified opinion with significant uncertainty of continuous operation on your company’s financial report for four consecutive years. In 2018, in order to avoid high production costs and increased product losses, the factory of Xinjiang Zhongji Red Tomato Industry Co., Ltd. (hereinafter referred to as “Zhongji red tomato”), a wholly-owned subsidiary of your company, did not start production. Your company believes that during the shutdown period, there is no restriction on all production and operation plants and equipment of the company, and the tomato industry of the company always relies on the interest connection mechanism and market-oriented operation mode of “leading enterprise + regiment base + farmers” of BINGTUAN, which can ensure the acquisition of raw materials to a certain extent. Therefore, the essence of the company’s production and operation activities has not been seriously affected, the main business has not changed, and there is no failure to resume normal production.
Please your company:
(1) Explain your company’s judgment basis for “the essence of production and operation activities has not been seriously affected” in combination with the status of plant equipment, personnel resettlement, and the operation of the interest connection mechanism of “leading enterprises + regiment base + farmers” during the shutdown period; (2) Explain whether your company has the ability of sustainable operation in combination with the reasons for shutdown in 2018, the company’s historical gross profit margin, the resumption of production in 2021, the product gross profit margin and period expenses in 2021.
The annual audit accountant is requested to explain whether it is appropriate to use the assumption of going concern, whether the nature of the uncertainty of going concern and its impact on the financial statements are carefully evaluated in the audit process, and to explain in detail the audit procedures performed and the audit evidence obtained when evaluating the assumption of going concern of the listed company.
2. The annual report shows that your company achieved an operating revenue of 174 million yuan in 2021, with a year-on-year increase of 659.61%, of which 167 million yuan was achieved in the fourth quarter, accounting for 95.78% of the annual operating revenue. After deducting the operating income irrelevant to the main business, your company’s operating income in 2021 is 166 million yuan. ZTE caiguanghua Certified Public Accountants (special general partnership) regards revenue recognition as the key audit matter of the 2021 audit report. In combination with the main business development of your company in 2021, please explain the reason and rationality that the operating revenue is mainly concentrated in the fourth quarter, whether it conforms to the industry characteristics, whether it is consistent with the distribution of your company’s historical operating revenue, whether there is surprise transaction at the end of the year, whether there is cross period revenue recognition, and whether the relevant revenue recognition complies with the relevant provisions of the accounting standards for business enterprises.
The annual audit accountant is requested to check the above matters and give clear opinions.
3. The annual report shows that your company’s total sales to the top five customers during the reporting period accounted for 99.44% of the total annual sales, and your company has no salespeople.
Please your company:
(1) In combination with industry characteristics and business model, compare the customer distribution of your company before shutdown, explain the reasons and rationality of high customer concentration during the reporting period, and whether the company has large customer dependence;
(2) Explain the balance and aging of accounts receivable and other accounts receivable (if any) of the top five customers as of the end of the reporting period, and the collection of relevant accounts receivable of the top five customers as of the reply date;
(3) Explain whether the relevant customers are related to your company, your controlling shareholders, actual controllers and their related parties, directors, supervisors and senior managers in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., and whether there are capital transactions or other transactions. If so, please specify the relevant transactions and their background, pricing basis, relevant current accounts and payment, Whether the relevant circumstances may lead to the unfair sales price of your company and the non commercial rationality of your sales behavior;
(4) List in detail the contract amount, signing time, sales price, payment schedule, commodity delivery method and delivery time of the top five customers, and compare the historical sales price of the company and the sales price of similar commodities of comparable companies to explain the fairness of the company’s sales pricing in 2021;
(5) Combined with your company’s sales model and customer sources, explain the reason and rationality of not having a salesperson.
Please ask the annual audit accountant to check the above matters and give clear opinions. At the same time, please specify the audit procedures and conclusions for the signing of relevant contracts, product delivery, goods transportation, product delivery, payment collection and the fairness of the company’s sales price. The annual report of Xinjiang Dawei tomato products Co., Ltd. and the affiliated party of Xinjiang Dawei tomato products Co., Ltd. show the existence of the first and second customers of Xinjiang Dawei tomato products Co., Ltd. since 2019. During the reporting period, in order to ensure the sustainable operation capacity of the main tomato industry, the company recovered the original leased plant and equipment through consultation, and gradually resumed the production, processing and sales of Zhongji red tomato barrels of ketchup. At the end of the reporting period, there were 149 employees in your company, including 83 production personnel and 1 technical personnel.
Please your company:
(1) Explain the relevant conditions when Xinjiang yanyangtian tomato products Co., Ltd. and Xinjiang Weisheng Tianhai tomato products Co., Ltd. lease plant equipment from your company and produce it, including but not limited to the start and end time of lease, the corresponding capacity of relevant plant and equipment, the number and source of relevant key technical personnel and production personnel, the procurement channel of raw materials, the sales destination of final products, etc;
(2) Explain the final sales destination of the goods purchased by Tianjin Weisheng tomato products Co., Ltd. and Xinjiang yanyangtian International Trade Co., Ltd., the top two customers of your company, and whether they have purchased large barrels of ketchup from other channels in the past three years;
(3) Compare the historical commencement years, explain whether the composition of production personnel and technicians of your company in 2021 matches the actual production, and explain the recruitment source of relevant personnel;
(4) Explain whether there is any difference between your company’s raw material procurement mode and procurement channels in 2021 and the historical commencement year, and whether there is any difference between your company’s plant equipment leased and produced with Xinjiang yanyangtian tomato products Co., Ltd. and Xinjiang Weisheng Tianhai tomato products Co., Ltd. if so, explain the reasons and rationality of the difference;
(5) Explain whether your company uses the original shift production mode (including raw material source, production labor, etc.) during the period when Tianjin Weisheng tomato products Co., Ltd. and Xinjiang yanyangtian International Trade Co., Ltd. rent your plant and equipment.
5. According to the annual report, on December 11, 2020, the production and Construction Corps Branch of the higher people’s Court of Xinjiang Uygur Autonomous Region issued a civil judgment [2020] Bing min Zhong No. 85 on the dispute between Xinjiang Zhongji tomato products Co., Ltd. (the former Zhongji health subsidiary) and Xinjiang Jinsheng Populus Asset Management Co., Ltd. (the former Kuitun general farm of agriculture, industry and Commerce), and Chalkis Health Industry Co.Ltd(000972) was added as the executee.
At the same time, the people’s Court of Kuitun Reclamation Area of Xinjiang production and Construction Corps applied for compulsory execution and issued the execution letter [2021] Bing 0701 No. 13 to freeze, deduct, detain or withdraw the defendant Xinjiang Zhongji tomato products Co., Ltd. Chalkis Health Industry Co.Ltd(000972) deposit and income of 12397092636 yuan. In 2021, the Kuitun Reclamation District Court issued the notice of assistance in execution [2021] Bing 0701 No. 13 to give the notice of assistance in execution to Zhongji red tomato, a wholly-owned subsidiary of Zhongji health: freeze the dividend and bonus corresponding to the 100% equity of Zhongji red tomato held by Zhongji health, which is 12397092636 yuan; The freezing period is 3 years (from September 7, 2021 to September 6, 2024). In 2020, your company accrued an estimated liability of 12397092636 yuan for disputes related to Xinjiang Jinsheng Populus euphratica Asset Management Co., Ltd. Due to the large amount involved in this matter, ZTE caiguanghua Certified Public Accountants (special general partnership) identified it as a key audit matter. In addition, as of December 31, 2021, there were 11 other pending lawsuits of your company listed in the annual report.
Please your company:
(1) In combination with the progress of relevant litigation, explain whether the 100% equity of Zhongji red tomato, the company’s main business entity, has been legally frozen, whether the dividends, bonuses and other matters corresponding to the 100% equity of Zhongji red tomato have a significant adverse impact on the company’s future main business development, and whether there are circumstances that affect the company’s sustainable operation ability, And explain whether the equity of Zhongji red tomato may be enforced and the judgment basis;
(2) In combination with the progress of other 11 pending lawsuits, explain the situation and basis of the provision of estimated liabilities for each pending lawsuit, whether the provision of estimated liabilities is sufficient, and whether the relevant lawsuits have a significant adverse impact on your company.
The annual audit accountant is requested to check the above matters and give clear opinions.
6. At the end of the reporting period, your company’s receivables from Tianjin Zhongchen tomato products Co., Ltd. (hereinafter referred to as “Tianjin Zhongchen”) were 156 million yuan, accounting for 57.76% of the total receivables at the end of 2021. In your reply to the annual report inquiry letter of our department (annual report inquiry letter [2021] No. 149 of the company Department), your company said that Tianjin Zhongchen was originally a subsidiary of your company, and your company transferred its equity at the end of 2018. The above amount is the amount of barrels of ketchup purchased in previous years. Due to the large amount of accounts receivable, Tianjin Zhongchen signed a repayment agreement with your company, which agreed to repay by installments.
Please explain the specific contents of the above agreement and the specific amortization schedule, whether Tianjin Zhongchen will repay the money to your company in accordance with the agreement, if not, specify the countermeasures your company has taken or plans to take, and whether the bad debt provision for the above accounts receivable is sufficient. Ask the annual audit accountant to check and give clear opinions. 7. The annual report shows that the closing book balance of your company’s other receivables is 212 million yuan, and the top five closing balances of other receivables total 185 million yuan, accounting for 87.57% of the total other receivables. Among them, the current account receivable of your company from Tianjin Zhongchen is 90.604 million yuan, with an aging of 3-4 years and more than 5 years. There is no change between the book balance at the end of the reporting period and the beginning of the reporting period. Your company’s equity transfer receivable from Li Lian is 141866 million yuan, with an aging of 2-3 years. The book balance at the end of the reporting period is 2 million yuan lower than that at the beginning of the reporting period; The current account receivable of your company from Yanqi Zhongji Tiantong tomato products Co., Ltd. (hereinafter referred to as “Yanqi Zhongji”) is 9.5798 million yuan, with an aging of 1-2 years, 2-3 years and 3-4 years. There is no change between the book balance at the end of the reporting period and the beginning of the reporting period. Li Lian is the actual controller of Tianjin Zhongchen and Yanqi Zhongji, and also the actual controller of Tianjin Weisheng tomato products Co., Ltd., your company’s largest customer in 2021.
Please your company:
(1) Explain the specific contents, time of occurrence, review procedures and performance of information disclosure obligations of the matters involved in the above current accounts and equity transfer funds, and whether there is any situation of non operating funds occupation or illegal provision of financial assistance;
(2) Explain the reasons and rationality of the long-term credit of relevant funds, whether the relevant contracts have agreed on the payment time of the above funds, whether Li Lian and the enterprises under its control are able to repay the relevant funds, whether there is any breach of contract, whether your company has taken necessary measures to protect the interests of the company and whether it has fully accrued bad debt reserves;
(3) List in detail the historical transactions and capital transactions between Li Lian and the enterprises controlled by Li Lian and your company, and on this basis, explain whether they have related relationships with your company, shareholders holding more than 5% of your company’s shares, actual controllers and their related parties, directors, supervisors and senior managers, or other relationships that may tilt interests.
The annual audit accountant is requested to check the above matters and give clear opinions.
8. The annual report shows that during the reporting period, your company has accrued various impairment reserves of 51.661 million yuan, including 161907 yuan of inventory falling price reserves, 2514700 yuan of fixed assets impairment reserves and 329556 million yuan of credit impairment losses.
Please your company:
(1) Describe in detail the calculation process of the provision for impairment of fixed assets, whether the provision for impairment is sufficient and accurate, and whether the company’s long-term operating losses and other relevant factors are fully considered; (2) Explain whether the provision for inventory falling price is sufficient in the reporting period in combination with the category, age, method and test process of inventory falling price provision, net realizable value, etc;
(3) According to the expected credit loss model, explain the calculation process of credit impairment loss, the basis and rationality of impairment.
The annual audit accountant is requested to check the above matters and give clear opinions.
9. In combination with the answers to all the above questions, please your company:
(1) Verify and explain the compliance, authenticity and accuracy of operating revenue recognition and the authenticity, accuracy and completeness of non recurring profit and loss disclosure;
(2) Check and explain whether your company meets the conditions for canceling the delisting risk warning in combination with your company’s operating income, deduction, net profit after deduction and other factors, And check whether your company has the situation of stock delisting specified in article 9.3.11 of the stock listing rules (revised in 2022) and the situation that delisting risk warning or other risk warning should be implemented in other stock transactions specified in Chapter 9 of the stock listing rules (revised in 2022). If there are relevant situations, please timely and fully disclose the risks.
The annual audit accountant is requested to review the above matters
