Securities code: Sichuan Etrol Technologies Co.Ltd(300370) securities abbreviation: St security control announcement Code: 2022047 Sichuan Etrol Technologies Co.Ltd(300370) board of directors
Special notes on the qualified opinion audit report and matters in 2021
Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “the company” or “security control technology”) hired Beijing Xinghua Certified Public Accountants (special general partnership) as the auditor of the company’s annual financial report in 2021. Beijing Xinghua Certified Public Accountants (special general partnership) submitted the audit report of Sichuan Etrol Technologies Co.Ltd(300370) 2021 [(2022) jhxsz No. 65 Konka Group Co.Ltd(000016) ] to the company, which is a qualified audit report.
1、 The basis for forming reservations is as follows:
(I) impact on the ability to continue as a going concern
As stated in “II. (II) going concern” and “v. (65) assets with limited ownership or use right” in the notes to the financial statements, as of December 31, 2021, the total owner’s equity of security control technology company was -36639068629 yuan. Several litigation and arbitration cases were triggered due to overdue debts, resulting in the freezing of some bank accounts, multiple asset mortgages Security control technology company and the actual controller are listed as dishonest Executees. Security control technology company is likely to be unable to realize assets and pay off debts in the normal business process, which will have a significant impact on production and operation.
In August 2021, the intermediate people’s Court of Yibin City, Sichuan Province decided to start the pre reorganization procedure for security control technology company and appointed Sichuan Etrol Technologies Co.Ltd(300370) liquidation group as the pre reorganization manager. By December 31, 2021, the intermediate people’s Court of Yibin City, Sichuan Province had not made a ruling on whether to accept the reorganization case.
Although security control technology company has disclosed the improvement measures to be taken to maintain sustainable operation, there are still significant uncertainties in the sustainable operation ability of security control technology company affected by the above matters.
(II) impact of out of control events of subsidiaries on financial statements
Since November 2019, security control technology company has lost actual control over its subsidiary Ningbo Dongwang Intelligent System Engineering Co., Ltd. (hereinafter referred to as “Dongwang intelligent”). On September 22, 2021, Dongwang intelligent received the civil ruling (2021) zhe 0212 Boshen No. 13 from the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province, and ruled to accept the application for bankruptcy liquidation of the respondent Dongwang intelligent by the applicant Ningbo Zhoushan Port Company Limited(601018) Hao Import and Export Co., Ltd, Beijing Deheng (Ningbo) law firm was appointed as the administrator of Dongwang intelligence. On January 19, 2022, the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province (2021) zhe 0212 Po No. 20 civil ruling ruled that Dongwang intelligence would be subject to bankruptcy reorganization. At present, the bankruptcy reorganization of Dongwang intelligence is still in progress, and the daily operation and management of Dongwang intelligence are uniformly controlled by the bankruptcy reorganization administrator. According to the relevant provisions of accounting standards for Business Enterprises No. 33 – consolidated financial statements, Dongwang intelligent will not be included in the consolidated financial statements of security control technology company since November 2019.
In addition, due to the unfulfilled performance commitment of Dongwang intelligence in 2018, the company encountered obstacles in the recovery of performance compensation due to the objection of performance commitment parties Guanghan investment management partnership (limited partnership) (hereinafter referred to as Guanghan investment) of Ningbo Meishan bonded port area and Dehao investment management partnership (limited partnership) (hereinafter referred to as Dehao investment) of Ningbo Meishan bonded port area. In October 2019, security control technology company sued Guanghan investment, Dehao investment, Gu Xiaoye, Sha Xiaodong, Wang Yu and Wang Bei to the court, requiring the defendant to perform performance compensation and bear unlimited joint and several liability. The first intermediate people’s Court of Beijing made a judgment of first instance on April 14, 2021, and ordered the defendant to jointly pay 59598869700 yuan in cash compensation to security control technology company and pay liquidated damages.
The defendants appealed against the judgment of first instance and jointly filed an appeal. On November 26, 2021, the Beijing Higher People’s Court issued a civil ruling ([2021] jingminzhong No. 720), ruling that the case was automatically withdrawn by the appellant Guanghan investment management partnership (limited partnership) of Ningbo Meishan free trade port area, Dehao investment management partnership (limited partnership) of Ningbo Meishan free trade port area, Gu Xiaoye, Wang Yu, Sha Xiaodong and Wang Bei. The judgment of the first instance shall become legally effective from the date of service of the written order. The ruling is final.
On February 17, 2022, security control technology Co., Ltd. received the notice of response served by Beijing Higher People’s court. The applicants Sha Xiaodong and Wang Beiyin had a contract dispute with the company and the defendants of first instance, Ningbo Meishan free trade port Guanghan investment management partnership (limited partnership), Ningbo Meishan free trade port Dehao investment management partnership (limited partnership), Gu Xiaoye and Wang Yu, He refused to accept the civil judgment [2019] Jing 01 min Chu No. 647 made by the Beijing No. 1 Intermediate People’s Court on April 14, 2021 and applied to the Beijing Higher People’s court for retrial. At present, the Beijing Higher People’s court has filed a case for examination.
As of December 31, 2021, the amount of equity investment of security control technology company in Dongwang intelligent bank was 8449806737 yuan, the amount of provision for impairment was 8449806737 yuan, the balance of other receivables was 644795407 yuan, the provision for credit impairment loss was 644795407 yuan, the balance of guarantee provided by security control technology company for Dongwang intelligent bank loan was 191115400 yuan, and the estimated liability of provision for guarantee loss was 10000000000 yuan, In addition, in 2018 and 2019, security control technology company recognized a cumulative performance compensation income of 9313982000 yuan and offset the equity transfer payable to Guanghan investment and Dehao investment. As Dongwang intelligence is out of control, the bankruptcy reorganization has not been completed and the retrial of performance compensation has not been decided, we are unable to obtain sufficient and appropriate audit evidence on the above equity, creditor’s rights, performance compensation of security control technology company and whether the measurement and presentation of contingent liabilities that may be formed due to guarantee are appropriate and the recoverability of creditor’s rights.
We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The “responsibilities of certified public accountants for the audit of financial statements” in the audit report further expounds our responsibilities under these standards. In accordance with the code of professional ethics for Chinese certified public accountants, we are independent of security control technology company and have fulfilled other responsibilities in terms of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for expressing qualified opinions.
2、 Opinions of the board of directors on the audit report with qualified opinions
The board of directors of the company respects the qualified audit report issued by Beijing Xinghua Certified Public Accountants (special general partnership). The statement of matters involved in the qualified opinion in the audit report objectively reflects the actual situation of the company, and we agree.
We will try our best to take corresponding and effective measures to eliminate the matters involved in the qualified opinions as soon as possible and actively safeguard the interests of the majority of investors.
3、 Opinions of independent directors on the audit report with qualified opinions
We respect and accept the audit opinion issued by Beijing Xinghua Certified Public Accountants (special general partnership), which truly and objectively reflects the financial status and operation of the company in 2021. We have no objection to the audit report. During the audit, we believe that the management of the company has actively cooperated and provided the necessary elements of relevant materials. The special statement of the board of directors on the audit report and matters with qualified opinions in 2021 objectively reflects the actual situation of the company, and we agree. In addition, we will continue to pay attention to and supervise the corresponding measures taken by the board of directors and management of the company, and hope that the company can properly handle relevant matters, effectively resolve risks, and effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders.
4、 The possibility and specific measures of the board of directors to eliminate the matter and its impact
The board of directors urges the management of the company to make every effort to eliminate the above matters and their adverse effects in 2022. Specific measures are as follows:
(I) going concern
1. Actively promote the reorganization of the company, cooperate with pre reorganization investors, inject funds into the company to solve the difficulties in capital turnover in the short term, and eliminate the impact of the debt crisis on the sustainable operation of the company as soon as possible. 2. Adjust the asset structure and obtain working capital through the disposal of non current assets, so as to alleviate the debt repayment pressure of the company in the next 12 months.
3. Adjust the business structure, invest more resources in product sales and service provision projects with relatively short collection cycle, and improve the turnover rate of accounts receivable and inventory, so as to improve the solvency of the company. 4. Actively negotiate with financial institutions on the repayment plan of due debts, explore new financing channels, and eliminate the impact of capital shortage on the sustainable operation of the company as soon as possible.
5. In terms of business, the company will continue to focus on its core business, ensure the steady growth of its main business and further improve the quality, efficiency and profit of its business. Fully guarantee the original regional stock market; Dig deep into the stock market and do a good job in increment; Explore new business models, promote the company’s new products, new solutions and new scenario applications, and form a stable profit growth point.
(II) subsidiaries out of control
1. During the reporting period, the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province (hereinafter referred to as “Yinzhou court”) issued (2021) zh0212 Boshen No. 13 civil ruling, which ruled to accept the bankruptcy liquidation application of the applicant Ningbo Zhoushan Port Company Limited(601018) Hao Import and Export Co., Ltd. (hereinafter referred to as ” Ningbo Zhoushan Port Company Limited(601018) Hao”) against the respondent Dongwang intelligent, and appointed Beijing Deheng (Ningbo) law firm as the manager of Dongwang intelligent. Later, it was ordered to restructure by Yinzhou Court on January 19, 2022. For details, please refer to the announcement on the court ordered reorganization of runaway subsidiaries (Announcement No.: 2022004) disclosed by the company on cninfo.com on January 24, 2022. The company will actively supervise the bankruptcy and reorganization process of Dongwang intelligent, and fully ensure the legitimate rights and interests of listed companies and all shareholders. 2. Gu Xiaoye, Jiang Chenwen and Li Yuling took advantage of their positions in Dongwang intelligent to privately occupy Dongwang intelligent qualification certificate and all business contracts. In order to ensure that Dongwang intelligent is under the effective control of the company, Dongwang intelligent sued Gu Xiaoye, Jiang Chenwen and Li Yuling to the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province, asking the defendant to return Dongwang intelligent’s qualification certificate and all business contracts. The lawsuit was accepted by the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province on January 8, 2020. On August 17, 2020, the people’s Court of Yinzhou District, Ningbo City, Zhejiang Province issued a civil judgment, which ordered the defendant to return the business contracts, labor and personnel, financial account books, electronic equipment and certificates of Dongwang intelligence to Dongwang intelligence. The defendant Gu Xiao also appealed against the judgment of first instance. On November 12, 2020, Ningbo intermediate people’s Court of Zhejiang Province issued the civil judgment, which was as follows: reject the appeal and uphold the original judgment. As of the disclosure date of this announcement, the company has not obtained all financial information of Dongwang intelligence.
3. The company will further strengthen corporate governance, continue to improve the internal control management system, optimize the internal control management mechanism, improve the internal control management level, strengthen compliance inspection and assessment, reduce business risks and promote the healthy and sustainable development of the company.
4. In accordance with the guidelines of Shenzhen Stock Exchange No. 2, we will strengthen the supervision and control of listed subsidiaries and other related matters.
The board of directors of the company reminds investors to invest carefully and pay attention to investment risks.
It is hereby explained.
Sichuan Etrol Technologies Co.Ltd(300370) board of directors
April 22, 2022
