About Client Service International Inc(300663)
Applying for issuing convertible corporate bonds to unspecified objects
The fourth round of audit inquiry letter
Audit letter [2022] No. 020076 Client Service International Inc(300663) :
In accordance with the relevant provisions of the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “Registration Measures”), and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the issuance and listing examination authority of the exchange examined the application documents of Client Service International Inc(300663) (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, And form the following audit questions:
1. According to the feedback and reply materials, the issuer realized control over sunjesoft Co., Ltd. in October 2018 and formed a goodwill of RMB 409424 million. The asset group of the goodwill is the operating assets of sunjesoft on the balance sheet date. From 2018 to 2021, the asset group formed by the acquisition of sunje soft Co., Ltd. realized operating revenue of RMB 32133000, RMB 21231400, RMB 20261600 and RMB 54001300 respectively, and net profit of RMB 8912300, – 838800, – 11765800 and RMB 23443400 respectively. The issuer includes the estimated revenue and profit of database business in China market into the asset group formed by sunje soft. The signer of the issuer’s domestic database in the Chinese market is the issuer itself, the signer of the Korean market business is sunje soft, and the Chinese team is responsible for the sales and promotion of the Chinese market. When the company conducts goodwill impairment test in 2021, the revenue growth rate in the forecast period is 8.2% to 25.8%, and it is predicted that it will enter a relatively stable operating condition in five years and enter a sustainable growth period after two-year extension.
The issuer is requested to supplement: (1) explain whether the asset group of goodwill has changed since the acquisition of sunje soft Co., Ltd. in combination with the rights and obligations, technical sources and authorization, implementation team and customers, revenue and cost division, and the difference between the predicted revenue and net profit of impairment test and the actual situation of database business in China and South Korea, During the impairment test of goodwill formed by acquisition, whether it is reasonable and prudent to predict whether the income of sunje soft Co., Ltd. includes both the Korean market and the Chinese market, whether the relevant impairment test complies with the relevant provisions of accounting standards for business enterprises, accounting supervision risk tips No. 8 – goodwill impairment, and whether it complies with the provisions of Article 9 of the registration measures; (2) According to the previous feedback, the asset group formed by sunje soft Co., Ltd. continued to lose money and the amount gradually expanded after the acquisition, but the revenue growth rate in this forecast period is 8.2% to 25.8% and entered the sustainable growth period after two-year extension. Please explain whether the relevant forecast is reasonable and cautious in combination with the changes of Korean market environment, relevant industrial policies and orders on hand; (3) Only considering the individual income and profit of sunje soft Co., Ltd., conduct a simulated impairment test on the goodwill formed by the acquisition of sunje soft Co., Ltd., and explain the impact on the performance of the issuer in recent three years. The issuer is requested to make supplementary disclosure of the above risks and give a major risk warning to (3). Ask the sponsor and accountant to check and give clear opinions.
2. The issuer convened the board of directors on December 8, 2021 to adjust the issuance scale from 537.5 million yuan to 494.6 million yuan. The adjusted digital banking service platform construction project plans to use 346.22 million yuan of raised funds. Among them, 247862000 yuan of raised funds is proposed to be invested in construction engineering costs, accounting for 50.11% of the total raised funds. The nature of the land involved in this raised investment project is A35 science and Education (R & D) land. The total investment of Suzhou R & D center of the company is expected to be 1 billion yuan, which will be invested in the construction with its own or self raised funds (including 180 million yuan of project advance), the funds raised in the previous non-public offering and the funds raised in the public offering of convertible bonds.
The issuer is requested to supplement: (1) in combination with the issuer’s regional business and personnel distribution, the issuer’s current and future personnel planning, as well as the future personnel mobility arrangement, especially the office space and actual personnel situation in East China, quantify the changes in the per capita area, per capita income and profit of the newly increased scientific research office after the completion of the previous and current fund-raising project; (2) Further compare the office land area of comparable companies in the same industry to illustrate the necessity of substantial increase in relevant buildings of the raised investment project; (3) The list is divided into self owned funds (including advance payment), pre raised funds and the raised funds that have been invested or are to be invested in Suzhou R & D center by year.
The sponsor is requested to check and express clear opinions.
The sponsor and the sponsor representative shall be diligent and conscientious, and strictly abide by the requirements of business rules and industry self-discipline norms formulated according to law; The accounting firm and relevant personnel are required to strictly abide by the recognized business standards and ethics of the industry, the business rules formulated by the Institute and other relevant regulations, carefully perform their duties, make professional judgment and recognition, and ensure the authenticity, accuracy and integrity of the documents issued by them.
Meanwhile, the issuer is requested to pay attention to the major public opinion on the project since the acceptance of the refinancing application, and the sponsor is requested to check the authenticity, accuracy and completeness of the information disclosure of the project in the above circumstances, and submit it together with the reply to this audit inquiry letter. If there is no major public opinion, please also give a written explanation.
Please implement the above questions one by one and submit the reply to the inquiry letter within five working days. The reply content shall be disclosed in the form of temporary announcement, and relevant documents shall be submitted through the issuance and listing review business system of the exchange after disclosure. The matters required to be disclosed in this inquiry letter shall be supplemented in the updated prospectus and marked in bold italics in addition to being exempted as required; The matters required to be explained are the contents of the inquiry reply and need not be added to the prospectus. The sponsor shall submit the updated prospectus together with the reply to this inquiry. In addition to the contents required to be disclosed in this inquiry letter, any modification to the prospectus shall be reported to the exchange first.
The reply of the issuer, the sponsor and the securities service institution to the examination and inquiry of the exchange is an integral part of the application documents for issuance and listing. The issuer, the sponsor and the securities service institution shall ensure the authenticity, accuracy and completeness of the reply.
Shenzhen Stock Exchange listing Examination Center
April 16, 2022
