Reply on matters related to the letter of concern of the first Department of management of listed companies of Shenzhen stock exchange the first Department of management of listed companies of Shenzhen Stock Exchange:
According to the letter of concern about Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) issued by your ministry on April 17, 2022 (company department concern letter [2022] No. 213) (hereinafter referred to as the "concern letter"), Lianda Certified Public Accountants (special general partnership) (hereinafter referred to as the "firm") acts as the auditor of the 2021 annual financial report of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as the "company and Tianshou development"), Carefully check the issues mentioned in the letter of concern that need to be checked and commented by accountants. The verification of relevant issues is described as follows:
Question one On signing the settlement agreement on litigation cases:
2. The transfer of relevant creditor's rights by Tiancheng mining to Daheishan molybdenum industry has not been substantially solved. Your company still needs to continue to fulfill the repayment obligation of the principal and interest of the equity transfer of RMB 284 million. Please explain the substantive role of the above matters in resolving the debt risk. For your company's 2021 financial report and relevant audit opinions, your company and Tiancheng mining signed a settlement agreement in April 2022, Whether the influence of the matters related to the qualified opinions in the 2020 audit report can be eliminated, and whether the annual audit accountant can determine that the qualified opinions caused by the problems such as litigation and repayment of the equity transfer have been eliminated. The annual audit accountant is requested to check and give clear opinions.
Annual audit accountant's opinion:
On April 15, 2022, the company signed the settlement agreement of litigation cases with relevant parties and received the notice of debt transfer from Jilin Tianchi Mining Co., Ltd. We have checked whether the above matters can be determined that the qualified matters caused by the litigation and repayment of the equity transfer in the 2020 audit report have been eliminated.
The settlement agreement on litigation cases signed by the company and relevant parties stipulates that Tiancheng company applied for property preservation of Tianshou development and Jilin Tianshou in the litigation. According to the application of Tiancheng company, Jilin Tianshou's equity in Tianchi molybdenum industry was frozen by the court according to law, and the freezing period is from October 15, 2020 to October 14, 2022. Both parties agree that after this Agreement comes into effect, Tiancheng company will not lift the judicial seizure and freezing measures on the equity of Tianchi molybdenum industry held by Jilin Tianshou, keep the equity of Tianchi molybdenum industry held by Jilin Tianshou in the state of judicial seizure and freezing, and Tiancheng company applies to the court to continue the judicial seizure and freezing of the equity of Tianchi molybdenum industry held by Jilin Tianshou until all funds are paid off; Tianshou development shall be jointly and severally liable for all payment obligations of Jilin Tianshou determined in Items 1 and 2 of Article 2 of this agreement.
Through verification, we believe that although the company has reached the settlement agreement on litigation cases with relevant parties, it has not been substantially resolved, and the company still needs to continue to perform the obligation to pay off the principal and interest of the equity transfer of RMB 284 million, and the equity of Tianchi molybdenum industry held by Jilin Tianshou continues to be sealed up and frozen by the judiciary before the date when all the funds are paid off. There is still uncertainty about whether the higher people's Court of Jilin Province will finally rule according to the content of the settlement agreement. Therefore, the bourse believes that the major litigation matters involved in the reserved matters of the company's 2020 audit report have not been eliminated, and the company still has the pressure to pay off the principal and interest of RMB 284 million equity transfer.
Question 2 About external borrowing:
8. Please say that tomorrow's first investment will be in March 2022, first borrowing from others, and then providing loans to Tianchi molybdenum industry. For your 2021 financial report and relevant audit opinions, can you eliminate the impact of the matters related to the qualified opinions in the 2020 audit report, and can the annual audit accountant confirm that the qualified opinions caused by the source of funds for the construction of Tianchi molybdenum mine have been eliminated. Ask the annual audit accountant to check and give clear opinions. Annual audit accountant's opinion:
The exchange has reserved opinions on the company's 2020 audit report, and relevant matters include the source of the company's molybdenum mine construction funds. On April 20, Tianshou investment received a transfer of 290 million yuan from Jilin Daheishan Molybdenum Industry Co., Ltd. From the evidence obtained at present, the meeting minutes of the construction period review meeting and the opinions of the expert group provided by the company have confirmed the time point of the loaded commissioning of the molybdenum mine, but there is no relevant evidence on how to organize, plan, control nodes, personnel guarantee and capital expenditure arrangement of the molybdenum mine construction. We believe that the evidence obtained at present cannot confirm that the reservations caused by the source of construction funds of Tianchi molybdenum mine have been eliminated.
Question 3 Tips on audit progress and risks:
9. Please explain the progress of the audit work of the annual audit accountant as of the reply date, and whether you can issue a clear conclusive audit opinion on the relevant identification of your company's bonding material business. If not, please explain the main obstacles and the estimated final response time. The annual audit accountant is requested to issue relevant instructions at the same time.
Annual audit accountant's opinion:
The bonding material business is a new business of the company in 2021. When formulating the audit plan and strategy of the financial statements of the company in 2021, the audit project team of the annual report of the company paid full attention to the company's operating income items, identified them as the key audit items of the audit this year, and formulated and implemented the audit procedures.
At present, the collected evidence is being sorted and analyzed, and the audit of document flow, real logistics and capital flow of the company's production, supply and marketing links and the authenticity of bonding material business are in progress. The company is required to provide the necessary audit evidence, and the relevant identification of the company's bonding material business can not clarify the conclusive audit opinion for the time being. After the company makes up the relevant evidence, the project team completes the implementation of the audit procedures, and obtains sufficient and appropriate audit evidence, the audit opinion can be made clear. The final reply time is expected to be the same as the time of issuing the company's annual audit report.
Signature: Certified Public Accountant: Wang Xinyu
Signature: Certified Public Accountant: Tao Wei
Lianda Certified Public Accountants (special general partnership) April 21, 2022
