Securities code: 002446 securities abbreviation: Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) Announcement No.: 2022-002 bond Code: 128041 bond abbreviation: Shenglu convertible bond
Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446)
Reply to the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) (hereinafter referred to as ” Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) ” and “the company”) received the attention letter on Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) issued by Shenzhen Stock Exchange on January 6, 2022 (company Department attention letter [2022] No. 5). The management of the company attached great importance to this attention letter and verified the matters mentioned in the attention letter. The reply is hereby announced as follows:
1. Please specify the specific information of the debt collateral provided by Luo Jianping and Guo Yiqin to your company up to now, the specific disposal procedures for the debt collateral that your company has started or plans to start, and the legal means that have been taken or plans to take; In combination with the valuation of debt collateral and the expected recovery of disposal funds, as well as the possibility of your company recovering 402 million yuan of debt, explain the specific impact of the debt default of Luo Jianping and Guo Yiqin on the amount of the above debt impairment provision and the main financial data of 2021. The annual audit accountant shall check and give opinions.
reply:
1、 Luo Jianping and Guo Yiqin’s information on debt collateral and specific disposal procedures, as well as the legal means adopted by the company
Up to now, the debt collateral of Luo Jianping and Guo Yiqin to the company are: 5105513 shares of Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) shares under Guo Yiqin’s name, 70% equity of Hezheng culture media (Guangdong) Co., Ltd., 65.69% equity of Shanghai cosmic Electric Appliance Co., Ltd. and 90% equity of Dongguan Yayin electronic Technology Co., Ltd.
After Luo Jianping and Guo Yiqin defaulted on debt repayment on December 25, 2021, our company immediately sent them a letter on debt call, arranged Beijing Dacheng (Shenzhen) law firm to send them a lawyer’s letter, and sent special personnel to Dongguan to interview Luo Jianping and Guo Yiqin, urging them to repay the debt as soon as possible or put forward practical solutions, It is also required to truthfully provide information about the property owned or controlled by the individual and his spouse.
The company has applied to Foshan intermediate people’s court for enforcement and received the notice of acceptance of enforcement cases by Foshan intermediate people’s Court ((2022) Yue 06 Zhi No. 53). Subsequently, the company will implement enforcement procedures on the property of Luo Jianping and Guo Yiqin in accordance with the relevant enforcement procedures of the people’s court.
2、 The possibility of the company to recover 402 million yuan of debt, and the impact of debt default of Luo Jianping and Guo Yiqin on the company’s financial data
Since the company signed the deferred payment agreement with Luo Jianping, Guo Yiqin and Shenzhen Hezheng Automotive Electronics Co., Ltd. (hereinafter referred to as Hezheng Electronics) on July 16, 2021, the company has repeatedly urged relevant parties to perform relevant payment agreements in accordance with the agreement. Hezheng electronics has paid off the principal and related interest of the company’s entrusted loan of RMB 100 million in advance in accordance with the agreement. Due to their insufficient solvency, Luo Jianping and Guo Yiqin failed to repay the company 102 million yuan in arrears on December 25, 2021 as agreed in the agreement, and failed to provide personal and family property lists and repayment plans in accordance with the requirements of the company’s lawyer’s letter and letter on debt collection. According to the relevant provisions of the deferred payment agreement, Luo Jianping Guo Yiqin shall immediately and fully repay the company’s debt of RMB 402 million and the liquidated damages arising from overdue payment. The company believes that at present, Luo Jianping and Guo Yiqin have insufficient solvency and poor liquidity of personal assets. The basis for the provision of credit impairment losses of Luo Jianping and Guo Yiqin in 2021 has changed qualitatively. In view of the above, the company plans to estimate the amount of credit impairment loss in 2021 according to the debtor’s net realizable assets. At present, the company has hired Guangdong zhongxinghua certified public accountants Co., Ltd. and Tianhao international real estate land assets appraisal group Co., Ltd. to evaluate the normal operation and high value of Shenzhen Hezheng Automotive Electronics Co., Ltd., Shenzhen Diandi Internet Co., Ltd., Shanghai cosmic Electric Appliance Co., Ltd Audit and evaluate the equity of Dongguan Yayin Electronic Technology Co., Ltd. and Shenzhen Weibang Cloud Computing Technology Development Co., Ltd., and evaluate the real estate under the names of Luo Jianping and Guo Yiqin and their families. Hezheng culture media (Guangdong) Co., Ltd. is not included in the scope of appraisal because its net assets are small and have little impact on the impairment provision in 2021. The debt default of Luo Jianping and Guo Yiqin has a great impact on the company’s year-end financial data in 2021, and the specific amount needs to be determined after the audit and evaluation of professional institutions.
Verification opinions of the annual audit accountant:
1. For the specific disposal procedures of debt collateral that the company has started or plans to start, the legal means taken or plans to take are as follows:
Up to now, the debt collateral of Luo Jianping and Guo Yiqin to the company are: 5105513 shares of Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) shares under Guo Yiqin’s name, 70% equity of Hezheng culture media (Guangdong) Co., Ltd., 65.69% equity of Shanghai cosmic Electric Appliance Co., Ltd. and 90% equity of Dongguan Yayin electronic Technology Co., Ltd.
After Luo Jianping and Guo Yiqin defaulted on repaying their debts on December 25, 2021, the company immediately sent them a letter on debt call, arranged Beijing Dacheng (Shenzhen) law firm to send them a lawyer’s letter, and sent special personnel to Dongguan to interview Luo Jianping and Guo Yiqin, urging them to repay their debts as soon as possible or put forward practical solutions, It is also required to truthfully provide information about the property owned or controlled by the individual and his spouse. The company has applied to Foshan intermediate people’s court for enforcement and received the notice of acceptance of enforcement cases by Foshan intermediate people’s Court ((2022) Yue 06 Zhi No. 53). Subsequently, the company will implement enforcement procedures on the property of Luo Jianping and Guo Yiqin in accordance with the relevant enforcement procedures of the people’s court.
2. Specific impact of the amount of provision for impairment of creditor’s rights and main financial data in 2021
The valuation of debt collateral and the expected recovery of disposal funds are still under the evaluation and verification of external evaluation experts. For the time being, it is impossible to determine the specific impact of the debt default of Luo Jianping and Guo Yiqin on the company’s provision for impairment of the above-mentioned creditor’s rights and the main financial data in 2021.
2. The deferred payment agreement stipulates that if Luo Jianping and Guo Yiqin fail to pay 102 million yuan before December 25, 2021, the agreement on deferred payment will be terminated, and the debt of 402 million yuan will not be postponed. At the same time, for the unpaid part of 402 million yuan after December 25, 2021, Luo Jianping Guo Yiqin shall pay liquidated damages to the company at 0.03% of the unpaid amount. Please explain your company’s accounting treatment of liquidated damages for overdue debts in combination with the performance ability of Luo Jianping and Guo Yiqin.
The annual audit accountant shall check and give opinions.
reply:
Since the recognition of income in the accounting standards needs to meet the requirements that economic benefits are likely to flow into the enterprise, the company will, in accordance with the principle of prudence, recognize the overdue debt liquidated damages of Luo Jianping and Guo Yiqin that have not been recovered as assets and income in the accounting statements, and establish a standing book for future reference.
Verification opinions of the annual audit accountant:
According to the deferred payment agreement, if Luo Jianping and Guo Yiqin fail to pay 102 million yuan before December 25, 2021, the agreement on deferred payment will be terminated, and the debt of 402 million yuan will not be postponed, the same as
For the unpaid part of RMB 402 million after December 25, 2021, Luo Jianping and Guo Yiqin shall pay liquidated damages to the company according to 0.03% of the unpaid amount for each overdue day. According to the debtor’s payment ability, the enterprise preliminarily evaluates that the liquidated damages for overdue debts may not be recoverable. The liquidated damages do not meet the recognition conditions of assets and income and are not included in the balance sheet and income statement, but are regarded as a contingent asset in the future reference account book.
3. In your reply to the inquiry letter of the 2021 annual report, your company said that as of December 31, 2020, the payments of Luo Jianping and Guo Yiqin had been overdue, and the company estimated that the expected credit loss rate was 20%. According to the debt book balance of 402 million yuan as of March 31, 2021, the bad debt provision of 80.4 million yuan in 2020 was withdrawn. Please explain the rationality of the estimated expected credit loss rate of 20% in the early stage and whether the provision for bad debts in the early stage is sufficient. The annual audit accountant shall check and give opinions.
reply:
1、 Provision for credit impairment loss of overdue debts of Luo Jianping and Guo Yiqin in 2020 Annual Report
According to the accounting policies and accounting estimates for the impairment of corporate financial instruments, if there is objective evidence that a certain other receivable has been impaired, the company shall withdraw bad debt reserves for the other receivables and recognize the expected credit loss. If the expected credit loss rate of other receivables accrued within half a year is 1% according to the aging combination, but as of December 31, 2020, Luo Jianping and Guo Yiqin failed to pay the corresponding amount according to the time agreed in the equity and creditor’s rights transfer agreement, and the payment has been overdue. The company needs to accrue the equity, creditor’s rights and For the expected credit loss of performance compensation, the company estimates that the expected credit loss rate is 20%. According to the book balance of RMB 402 million as of March 31, 2021, the expected credit loss of RMB 80.4 million needs to be withdrawn.
At the same time, the company also uses the discounted cash flow method of creditor’s rights receivable to calculate the equity, creditor’s rights and performance compensation receivable from Luo Jianping and Guo Yiqin generated by the sale of Hezheng electronics. According to the payment amount and payment time agreed in the agreement and commitment letter, considering the large amount of creditor’s rights and the fact that the debtor is a natural person, According to the highest interest rate of private lending supported by the court, 36% is set as the highest risk return rate. The recoverable amount of equity, creditor’s rights and performance compensation for Luo Jianping and Guo Yiqin is estimated to be about 321.6 million yuan by discounted cash flow, which is close to the estimated 80.4 million expected credit loss of the company. Therefore, it is judged that the estimated 80.4 million expected credit loss of the company is within a reasonable range.
In 2020, the company estimated and withdrawn the bad debt provision of 80.4 million yuan according to 20% after deducting the promised paid amount from the balance of arrears at the end of the period. The company believes that the above provision is reasonable and sufficient.
2、 Provision for credit impairment loss of overdue debts of Luo Jianping and Guo Yiqin in 2021 semi annual report
As of December 31, 2020, Luo Jianping and Guo Yiqin had paid 37.2 million yuan to the company, and the remaining unpaid amount was 442.8 million yuan, of which 82.8 million yuan had not been paid on schedule. Luo Jianping and Guo Yiqin issued a letter of commitment to the company on January 5, 2021, requesting to postpone the payment of the above 82.8 million yuan that was not paid on schedule, and pay liquidated damages to the listed company according to the agreement. The commitment payment plan is as follows: 1. Phase I: pay RMB 10.8 million and its corresponding liquidated damages before January 31, 2021; Among them, Guo Yiqin paid 10.8 million yuan and corresponding liquidated damages;
2. Phase II: pay RMB 30 million and corresponding liquidated damages before March 31, 2021; Among them, Luo Jianping and Guo Yiqin paid 16.5 million yuan and 13.5 million yuan respectively and corresponding liquidated damages;
3. Phase III: RMB 42 million and corresponding liquidated damages shall be paid before May 31, 2021; Among them, Luo Jianping and Guo Yiqin paid 23.1 million yuan and 18.9 million yuan and corresponding liquidated damages respectively.
4. The subject matter price payable in phase IV and phase V shall be paid according to the amount and payment time agreed in the equity and creditor’s rights transfer agreement. RMB 180 million shall be paid to the company before June 30, 2021 and RMB 180 million shall be paid to the company before December 31, 2021.
As of the interim report of 2021, Luo Jianping and Guo Yiqin have completed the payment of 40.8 million yuan in the first and second phases of the above commitments, paid 78 million yuan to the company, and the remaining unpaid amount is 402 million yuan. On May 28, 2021, Luo Jianping, Guo Yiqin and Hezheng electronics signed a debt repayment agreement with the company to repay part of the company’s debts with ten real estates under the name of Hezheng electronics, with a debt repayment amount of 81.42 million yuan.
According to the overdue payment of Luo Jianping and Guo Yiqin in the first half of 2021 and the judgment of their personal ability to repay their debts, the company continued to carry out impairment calculation according to the discounted cash flow method of creditor’s rights receivable in the mid-2021 report according to the principle of prudence. The recoverable amount of Luo Jianping and Guo Yiqin’s debts to the company is about 261.3 million yuan, Therefore, 60.3 million yuan will be withdrawn again based on the provision for impairment in 2020.
3、 Description of recent overdue debts of Luo Jianping and Guo Yiqin
In order to strive for Luo Jianping and Guo Yiqin to fully pay off the company’s debts, the company, after deliberation and approval by the board of directors and the general meeting of shareholders, signed the deferred payment agreement and the supplementary agreement to the debt repayment agreement with Luo Jianping, Guo Yiqin and Hezheng electronics on July 16, 2021, which agreed that: first, repay the company’s entrusted loan of RMB 100 million in advance, Change the agreement on paying debts in kind signed in May 2021, use the real estate of RMB 81.4194 million to offset the entrusted loan, and repay RMB 18.5806 million in cash before August 10, 2021; Second, on the condition of paying off the entrusted loan, postpone the payment of the remaining debt of RMB 402 million in the equity and creditor’s rights transfer agreement, as follows: (1) pay RMB 102 million before December 25, 2021;
(2) Pay RMB 150 million before June 25, 2022;
(3) RMB 150 million shall be paid before December 25, 2022.
Luo Jianping and Guo Yiqin also promised to pay on December 25, 2021 if they failed to comply with the above deferred payment agreement
