Securities code: 000587 securities abbreviation: * ST Jinzhou Announcement No.: 2022-004 Jinzhou Cihang Group Co.Ltd(000587)
Announcement on the reply to the letter of concern of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Jinzhou Cihang Group Co.Ltd(000587) (hereinafter referred to as the company) has recently received the letter of concern about Jinzhou Cihang Group Co.Ltd(000587) issued by Shenzhen Stock Exchange (company department concern letter [2021] No. 477), and the reply is as follows:
On December 27, 2021, the suggestive announcement on the completion of equity auction of subsidiaries disclosed by your company shows that Shenzhen cereal Development Co., Ltd. (hereinafter referred to as “cereal”) won 100% equity of Dongguan Golden Leaf Jewelry Group Co., Ltd. (hereinafter referred to as “golden leaf jewelry”) held by your company for 1.3 million yuan. Our department is concerned about this. Please explain the following problems:
1. Basic information of grains (including but not limited to the time of establishment, registered capital, legal representative, main business and main financial data of the latest year), whether grains are related parties of your company, if so, please further explain the specific relationship between grains and your company. In the case that the golden leaf jewelry business basically stagnates, has been insolvent and has suffered losses for years, the reasons and commercial rationality of millet grain’s acquisition of its equity with RMB 1.3 million, whether the transaction has commercial essence, whether there is a transfer of interests from the bidder to your company, and whether millet grain is in partnership with your company and shareholders holding more than 5% There are other relevant agreements or agreements between the actual controller and other related parties. Independent directors are requested to check and express clear opinions.
Company reply:
(I) after querying the national enterprise credit information publicity system, the basic information of grain is as follows:
Company name: Shenzhen Grain Development Co., Ltd
Unified social credit Code: 91440300ma5f6n451k
Type: limited liability company registered capital: 50 million yuan
Registered address: 809, Huitong building, No. 10, Longgang Road, Pingnan community, Longgang street, Longgang District, Shenzhen
Legal representative: Zhou Jinhan date of establishment: June 22, 2018
Business scope: general business items are: China freight forwarding; International freight forwarders; Technical development of logistics distribution information system; Logistics scheme design; Logistics information consultation; Supply chain management and related supporting services; Development of computer software and network system technology; E-commerce and business information consultation; Development and application of blockchain technology; R & D and application of Internet of things technology in agriculture, forestry, animal husbandry, fishery, seed and food, and development and sales of agricultural machinery and equipment; Shenzhen Agricultural Products Group Co.Ltd(000061) cultivation technology development (the above items do not include restricted items); Planning and management of ecological agriculture, agriculture and animal husbandry industry, education industry, sports industry, three rural industries, hospitals, schools, hotels, agricultural sightseeing and leisure projects, agricultural science and technology park projects and tourism projects (the above specific projects will be reported separately); Landscaping engineering design and landscape design; Provide management for catering enterprises; China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission). The licensed business items are: Sales of rice, edible oil, fruits, bean products and vegetables; Sales of egg products and aquatic products; Sales of prepackaged food and packaged beverage.
As of the reply date of the letter of concern, it has not provided financial data.
(II) grains are not affiliated parties of the company.
Upon inquiry by the company, it is not found that the grain belongs to the related relationship specified in 10.1.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020), there are no other relevant agreements or agreements with the company’s related parties, and there is no transfer of interests of the bidder to the company.
(III) the company is unable to judge the specific reasons, commercial rationality and commercial substance of the purchase of Jinye jewelry equity by cereal.
The grain participated in the judicial auction through the Internet and successfully auctioned. The corresponding price has been paid. The relevant procedures required for the sale have been completed, and the industrial and commercial change procedures are being handled.
Opinions of independent directors:
After inquiring the public information and company information, we cannot judge the specific reasons, commercial rationality and commercial essence of the purchase of Jinye jewelry equity by cereal. We have not found that there is an association relationship in line with the provisions of 10.1.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020), no other relevant agreements or agreements with the company’s related parties, and no transfer of interests of the company by bidders.
2. Please further sort out the current accounts between your company and Jinye jewelry, and specify whether related parties will occupy your company’s funds and provide financial assistance to your company after the implementation of this judicial auction. If so, please disclose the proposed solutions and time limit. Independent directors are requested to check and express clear opinions. Company reply:
(I) as of the auction date, the current balance of other gold leaf jewelry receivables of the company was 1117814800 yuan. After the auction, gold leaf jewelry has no relationship with the company. The above-mentioned other receivables are the accumulated balance of fund occupation formed by the company during the period of controlling golden leaf jewelry due to the processing of gold and other goods, internal fund allocation and other operating business transactions, which passively forms the company’s financial support of 1117814800 yuan for golden leaf jewelry (the specific results shall be subject to the audit and confirmation of Accountants).
According to the summary of non operating capital occupation and other related capital transactions of the company in 2020, the balance of capital occupation with golden leaf jewelry as of December 31, 2020 was RMB 115.17603 million.
(II) planned solutions and duration
In order to prevent relevant risks and recover the above funds as soon as possible, the company, as its important creditor, plans to assist grain grain to promote improvement measures such as asset disposal, debt restructuring and brand custody operation of golden leaf jewelry, gradually recover its creditor’s rights after its operation is restored, and plans to use creditor’s rights transfer in whole or in batches, and a third party to hedge receivables and payables within one year Creditor’s right exemption and receivable offset shall be completed as soon as possible.
The above is only the company’s unilateral preliminary plan, and has not yet formed a written and complete settlement plan with grain and gold leaf jewelry. If the relevant debt settlement is not reached in the end, it may lead to the risk that all or part of the debt can not be recovered and cause corresponding losses. Please pay special attention to the investors. The company will actively fulfill the obligation of information disclosure in the follow-up progress.
Verification opinions of independent directors:
After our verification, after Dongguan Golden Leaf jewelry issued the statement, the company objectively provided 1117814800 yuan of financial assistance to the company of Dongguan Golden Leaf jewelry (the specific results shall be subject to the audit and confirmation of Accountants). The management of the company has put forward the solution plan to be adopted, and we will regularly urge the promotion and implementation in accordance with relevant laws and regulations.
3. As of September 30, 2021, the net assets of your company were -177 million yuan, and the operating revenue and net profit of your company from January to September 2021 were 94 million yuan and – 515 million yuan respectively. According to the above announcement, the net assets of Jinye jewelry as of the end of the third quarter were -568 million yuan, and the operating revenue, net profit and -297 million yuan were respectively realized in the first three quarters. Please explain the relevant accounting treatment and treatment basis after this equity judicial auction, as well as the amount of impact on the company’s net profit and net assets in 2021. Please check and express clear opinions by the annual audit accountant. At the same time, please calculate in detail the impact of this auction on your company’s financial status and operating results in 2021, and whether your company’s shares may be subject to delisting risk warning or other risk warnings, and please fully prompt relevant risks.
Company reply:
1、 Relevant accounting treatment
According to the auction transaction letter issued by the people’s Court of Shenzhen Qianhai cooperation zone, Jinye jewelry handed over the official seal, license, bank U shield secret key, voucher account book and other business materials to Shenzhen Grain Development Co., Ltd. on December 22, 2021. After the handover procedures are completed, the company loses its control. At the end of 2021, the company will not consolidate the balance sheet of Jinye jewelry, but the income statement and cash flow statement of Jinye jewelry from the beginning of the year to the date of losing control.
At the level of consolidated statements, the company loses its control, and the relevant investment income is calculated as follows:
Investment income = disposal price – net assets on the date of loss of control.
At the same time, the recoverability of other receivables from Jinye jewelry will be comprehensively evaluated and the expected credit loss will be recognized. The guarantee provided for Jinye jewelry will be recognized in combination with the debt restructuring of Jinye jewelry and the cancellation of the company’s guarantee. At present, the impact amount of specific liabilities cannot be predicted.
According to the company’s 2020 annual audit report, as of December 31, 2020, the company’s guarantee amount for gold leaf jewelry was 1.4 billion yuan, and the actual guarantee amount was 1.186 billion yuan.
2、 Related effects
As both parties are negotiating specific solutions, the specific amount of credit impairment loss and expected guarantee loss of other receivables of Jinye jewelry cannot be confirmed. At present, it is impossible to judge the amount of impact on the company’s financial status and operating results in 2021, which shall be subject to the financial audit report of this year.
3、 The company has fully reminded relevant risks according to relevant requirements
For details, please refer to the notice on completion of judicial auction of equity of subsidiaries and relevant announcements (No. 2021-134, 125, 119, 037) disclosed by the company on the designated media.
Accountant’s opinion:
According to the auction transaction letter of 100% equity of Jinye jewelry issued by the people’s Court of Shenzhen Qianhai cooperation zone, 100% equity of Jinye jewelry was ruled to be transferred to Shenzhen Grain Development Co., Ltd. On December 22, 2021, Jinye jewelry handed over the official seal, license, bank U shield secret key, voucher account book and other business materials to Shenzhen cereal Development Co., Ltd. After the handover procedures were completed, the company lost its control over gold leaf jewelry. At the end of 2021, the company will not consolidate the balance sheet of Jinye jewelry, but the income statement and cash flow statement of Jinye jewelry from the beginning of the year to the date of losing control.
At the level of consolidated statements, the company loses its control, and the relevant investment income is calculated as follows:
Investment income = disposal price – net assets on the date when golden leaf jewelry loses control.
At the same time, the recoverability of other receivables from Jinye jewelry will be comprehensively evaluated and the expected credit loss will be recognized. The guarantee provided for Jinye jewelry will be recognized in combination with the debt restructuring of Jinye jewelry and the cancellation of the company’s guarantee. The specific amount cannot be predicted at present.
At present, the accountant has not entered the site to audit the financial statements of Jinzhou Cihang in 2021. At present, the specific amount of credit impairment loss and expected guarantee loss of other receivables of Jinye jewelry cannot be confirmed, and the specific impact on the company’s financial situation and operating results in 2021 cannot be judged.
4. According to the announcement, as of September 30, 2021, the total assets of gold leaf jewelry were 3.972 billion yuan, accounting for 75.76% of the total audited assets of your company in the latest period (2020). This transaction is expected to constitute a major asset restructuring. Your company will perform the obligation of information disclosure in accordance with relevant regulations at that time. Please specify the expected disclosure time of relevant documents such as the report on major asset restructuring and the progress of relevant work as of the reply date of the letter of concern, including but not limited to the employment of intermediaries, audit and evaluation progress, etc. Independent directors are requested to check and express clear opinions.
Company reply:
This transaction is a judicial compulsory disposal, which belongs to the situation of passive listing.
(I) expected disclosure time of major asset restructuring report and other documents
At present, the management of the company is committed to actively promoting the resolution of debt problems and has great pressure on working capital. It is planned that after the company’s operating conditions improve and the capital pressure is relieved, according to the standards for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2018) Information disclosure shall be carried out in accordance with the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring and other relevant provisions. In the follow-up progress, the company will perform the obligation of information disclosure in time.
(II) assessment
On October 20, 2021, the people’s Court of Shenzhen Qianhai cooperation zone randomly selected Shenzhen Mingyang asset evaluation office through the national court inquiry and evaluation system to evaluate the equity share (100% equity) of 500 million yuan of gold leaf jewelry held by the executee company.
On November 10, 2021, the appraisal institution issued the asset appraisal report on the equity project of Dongguan Jinye Jewelry Group Co., Ltd. (Shen Ming Ping Bao Zi [2021] No. 11101). The appraisal conclusion is: after comprehensive consideration, the proposed auction reserve price is 1.3 million yuan. See JD auction platform for details https://paimai.jd.com./283677296 。 Opinions of independent directors:
We believe that the company should disclose information and fulfill its obligation of information disclosure in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2018) and the guidelines for information disclosure by listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring. Due to the great pressure on the company’s working capital, there is no progress at present. The specific implementation needs to be promoted in accordance with relevant laws and regulations according to the business situation.
5. Other matters that your company should explain.
Company reply:
None.
The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times and http://www.cn.info.com.cn, The company’s information is subject to the official announcement published in the above designated media. Please pay attention to the relevant information and pay attention to the investment risk.
It is hereby announced.
Jinzhou Cihang Group Co.Ltd(000587)
