Securities Announcement No.: 202 Shenzhen Zhongheng Huafa Co.Ltd(000020) 0002
Shenzhen Fountain Corporation(000005) board resolution announcement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 7th Meeting of the 11th board of directors of the company was sent by email on April 13, 2022 and held in the conference room of the company on April 25, 2022. The notice and convening method of this meeting comply with the provisions of laws, regulations and the articles of association. 14 directors should be present at the meeting, and 14 actually present, including 5 independent directors. Four supervisors attended the meeting as nonvoting delegates. The directors present at the meeting deliberated and unanimously adopted the following resolutions with 14 affirmative votes, 0 negative votes and 0 abstention:
1、 Work report of the board of directors in 2021.
For details, see Section III - management discussion and analysis of the 2021 annual report disclosed by the company on the same day.
2、 Annual report and summary of 2021.
3、 Financial statement report of 2021 (see the audit report disclosed on the same day for details).
4、 2021 profit distribution plan:
According to the audit of China Audit Asia Pacific Certified Public Accountants, the consolidated profit of the company in 2021 is 13903673582 yuan, of which the profit of the parent company in 2021 is 14040998079 yuan, plus the undistributed profit at the beginning of the year (parent company) -59738406519 yuan, and the distributable profit (parent company) in this year is -45697408440 yuan. According to the relevant provisions of the company law, the board of directors recommends that the profit distribution plan for this year is: no distribution and no increase.
5、 Self evaluation report on the company's internal control (see the internal control report disclosed on the same day for details). 6、 Proposal on renewing the appointment of accounting firms (see the announcement on the proposed appointment of accounting firms disclosed on the same day for details).
7、 Proposal on providing guarantee for loans of wholly-owned and holding subsidiaries:
According to the operating conditions and development plans of the wholly-owned and holding subsidiaries, the company plans to provide guarantee for the loans of the wholly-owned and holding subsidiaries of no more than 150 million yuan within one year after the deliberation and approval of the general meeting of shareholders. The specific distribution of the guarantee amount of 150 million yuan is as follows: the guarantee amount for Shenzhen smart space Property Management Service Co., Ltd. is no more than 60 million yuan, The amount of guarantee for Shenzhen Xindeli new energy car rental Co., Ltd. is no more than 30 million yuan, and the amount of guarantee for Zhejiang Boshihua Environmental Protection Technology Co., Ltd. is no more than 60 million yuan.
9、 Notes on matters related to qualified opinions in the audit report:
China Audit Asia Pacific Certified Public Accountants issued a qualified audit report on the company's 2021 financial report. The board of directors explained the matters involved in the audit opinion as follows:
Reserved item 1 - conditional borrowings and impairment
(1) In order to control the demolition cost in the primary land development stage of Pinghu old reconstruction project, the company entrusted Xingyuan Zhifu as the main body of urban renewal and reconstruction. It is agreed that when the land development rights and interests are confirmed, the land development rights and interests of Pinghu old reconstruction project under the name of Xingyuan Zhifu can be obtained by carrying forward the "conditional loan".
The company and Shenzhen Pinghu Co., Ltd. signed the letter of intent for the reconstruction and cooperative development of old villages in Pinghu community, Pinghu street, Longgang District, Shenzhen to reach the intention for the reconstruction and cooperative development of old villages in Pinghu community. The letter of intent agreed that the company would be responsible for the capital investment required in the whole process of the development of the reconstruction project of old villages in Pinghu community, and Pinghu Co., Ltd. would be responsible for going out of the land. On December 27, 2010, the company and Shenzhen Pinghu Co., Ltd. signed the Pinghu old village cooperative transformation contract and supplementary agreement. In 2012, the company entrusted Xingyuan Zhifu industry (Shenzhen) Co., Ltd. as the main body of the renovation of Pinghu old reconstruction project. On March 28, 2014, the two sides signed the supplementary agreement on accelerating the urban renewal project in Pinghu area. Since the signing of the above agreement, the company has fully fulfilled the main obligations of the contract and completed the re establishment of the project, the adjustment of the scope line, the publicity of the planning scheme, the achievement of demolition and compensation standards, including the preparation of a special cultural relics protection plan and a special plan for the urban renewal unit for 50000 square meters of non removable cultural relics buildings, so that the project can continue to be promoted according to the demolition and reconstruction projects, In order to promote the special planning for the protection of cultural relics, the special planning for the protection of the historical features of Pinghu Dawei old village and the special planning scheme for the renewal unit of Pinghu old village reconstruction project, the company carried out special planning and design. On August 15, 2018, the Pinghu old village reconstruction project obtained the notice of the municipal planning and Land Commission on the approval of the urban renewal unit planning of Pinghu District, Pinghu street, Longgang District (SGT [2018] No. 604).
With regard to the dispute over the cooperation contract between the company and Shenzhen Pinghu Co., Ltd. on the urban renewal unit project in Pinghu area, although the company has obtained the final judgment (2019) Yue 03 min Zhong No. 19234, it ruled that Shenzhen Pinghu Co., Ltd. lost the lawsuit and rejected its claim to terminate the contract. Subsequently, after the retrial procedure of Guangdong Provincial Higher People's Court (2020) yueminshen No. 1008, it ruled to reject the retrial application of Shenzhen Pinghu joint stock cooperation company for overturning the final judgment. Whereas Shenzhen Pinghu Co., Ltd. filed another lawsuit (2020) Yue 0307 min Chu No. 39413 on the same matter during the reporting year; The company filed a targeted lawsuit No. (2021) Yue 0307 min Chu No. 15030, requested to suspend the trial of repeated lawsuit No. (2020) Yue 0307 min Chu No. 39413, and filed an application to exclude Shenzhen Pinghu joint stock cooperation company from hindering the company's right to perform the contract. The case has been filed and accepted in Longgang District People's court. Based on the principle of prudence and judging the impact of litigation cases,
(2) In 2017, the company signed the cooperation framework agreement and loan agreement with Shenzhen Xingyuan Lisheng Water Environment Technology Co., Ltd. and Shenzhen Wenshu Shengyuan Investment Development Co., Ltd. to carry out overseas clean energy projects. The agreement stipulates that the company will provide conditional loans (with an annual interest rate of 13.5%) to Xingyuan Lisheng and Manjusri Shengyuan, and all the relevant funds will be used for overseas water resources operating projects and the expenses for the establishment of the carbon frontier technology M & A fund established in cooperation with Mapu Academy of Sciences. All the conditional loans from Xingyuan Lisheng and Manjusri Shengyuan will be used after the company obtains the administrative license of all cross-border investors, Directly carry forward to 100% of the investment funds of overseas sub projects consolidated in the company's system. The agreement stipulates that if there is procedural risk in foreign investment, Xingyuan Lisheng and Manjusri Shengyuan need to repay the conditional loan to the company to eliminate the procedural risk of cross-border investment. From 2017 to 2020, through cooperation with Xingyuan Lisheng and Manjusri Shengyuan, the company completed the merger and acquisition of Fudao Hong Kong and the establishment of its overseas subsidiary century Xingyuan Bali Water Resources System Co., Ltd. In 2020, affected by the epidemic, the company closed many overseas offices, interrupted the preliminary work of overseas projects, and there are major uncertainties in the future project development.
The company has accrued credit impairment loss for the conditional loan.
Reserved item 2 - long term receivables - impairment of Zhaoqing project
In December 2019, Zhaoqing natural resources bureau made the decision on revoking Zhaofu Guoyong (Zheng) Zi No. 0002 state owned land use certificate, and then the company entrusted Beijing JunZeJun Law firm to file an administrative reconsideration with farcor limited, faryck limited, finewood limited, full bloom limited and jackford Limited (hereinafter collectively referred to as "the five companies in Hong Kong") as the applicants to the Department of natural resources of Guangdong Province, It is required to revoke the decision on revoking Zhaofu Guoyong (certificate) Zi No. 0002 state owned land use certificate made by Zhaoqing natural resources bureau.
On July 6, 2020, the Department of natural resources of Guangdong Province rejected the application for administrative reconsideration of the five companies in Hong Kong.
On July 15, 2020, the company filed an administrative lawsuit with Zhaoqing intermediate people's Court of Guangdong Province with Hong Kong five company as the plaintiff. The company believes that although the company has filed a lawsuit due to the revocation of the land certificate, it is unlikely to win the administrative lawsuit. The basis for the project company to develop Zhaoqing project no longer exists, the feasibility of continuing to develop Zhaoqing project is very small, and there are significant signs of impairment in the equity of Zhaoqing project recognized by the company.
Considering that the reconsideration organ has rejected the applicant's application for administrative reconsideration, and the relevant administrative litigation attorney also said that it is impossible to evaluate the possibility of winning the administrative litigation. Based on the principle of prudence, the management of the company made full provision for impairment losses on the rights and interests of Zhaoqing project with reference to the evaluation of the evaluation institution and the relevant opinions of litigation lawyers.
On March 18, 2022, Zhaoqing intermediate people's Court of Guangdong Province made an administrative judgment and rejected the plaintiff's claim. At present, Guangjin international plans to arrange Hong Kong five companies to file an administrative appeal again. However, in view of the uncertainty of the appeal result of administrative reconsideration, it is still a reserved item in the audit opinion of this fiscal year.
Highlights - external guarantees
(1) In the audit report of fiscal year 2020, a qualified opinion was issued on "guarantee matters involving the failure to timely perform procedures and letter Phi obligations". The guarantee matters involved are in 2018 and 2019. Before going through the procedures of "returning the old and borrowing the new" of the due bank loans of the listed company, the company obtained the "bridge loan" lent by the actual controller and its related parties to the listed company without interest in the form of providing guarantee for the actual controller and its related parties to apply for the short-term financing loan of private borrowers; The transaction failed to fulfill the approval procedures and information disclosure obligations. Moreover, after the expiration of the private financing loan term of the actual controller and its related parties, the listed company delayed the repayment of the interest free "bridge loan", resulting in the extension of the guarantee term of the private short-term financing loan provided by the actual controller and its related parties, and failed to fulfill the approval procedures and information disclosure obligations.
(2) In 2018 and 2019, the company provided seven guarantees for the actual controller and other related parties, involving an amount of 145 million yuan. Shenzhen Hezhong Architectural Decoration Engineering Co., Ltd. (hereinafter referred to as "Hezhong company") provided the company with an exemption agreement. The company does not bear the guarantee and civil compensation liability of the exemption part, of which the loan of 9.5 million yuan involved in one guarantee has been closed. For another loan involving 10.5 million yuan, Hezhong company has provided 12.553 million yuan of replacement and preservation funds. In July 2021, the four private lending lawsuits disclosed by the company involved an amount of 97 million yuan, involving the following situations: 1. The guarantee period of the above guarantee case has expired, and the company does not bear the guarantee liability; 2. The borrower has provided evidence of principal repayment, which remains to be determined by the court. 3. According to the lawyer's letter, in the evidence submitted by the lender to the court, there is no evidence to prove that the company is the actual borrower, and the company does not need to bear the obligation of repayment. However, due to the pending litigation involving guarantee, the accountant issued audit opinions on emphasized matters in this fiscal year.
10、 Proposal on withdrawing asset impairment:
According to the provisions of the accounting standards for Business Enterprises No. 8 - asset impairment, an impairment test shall be conducted on the assets with signs of impairment. If the impairment test results show that the recoverable amount of the assets is lower than the book value, the book value of the assets shall be written down to the recoverable amount.
1. Credit impairment loss
The provision for credit impairment loss in the current period is 6743851329 yuan.
2. Inventory falling price loss
The provision for inventory falling price in the current period is 1440078635 yuan.
3. Provision for impairment loss of goodwill
The company entrusts Beijing Yachao Assets Appraisal Co., Ltd. to evaluate the recoverable amount of the asset group related to Bosch China's goodwill. According to the evaluation results of Beijing Yachao Ping Bao Zi (2022) No. A120 evaluation report issued by Beijing Yachao Assets Appraisal Co., Ltd., an impairment loss of 13 Shenzhen Genvict Technologies Co.Ltd(002869) 00 yuan is accrued for this asset this year.
4. Impairment loss of contract assets
The impairment loss of contract assets accrued in the current period is 148061938 yuan.
11、 Proposal on correction of previous accounting errors
(1) Shenzhen Century Xingyuan Property Development Co., Ltd., a subsidiary of the company, reported accounts receivable on December 31, 2020 - Hunan Tianjing Mingyuan Real Estate Co., Ltd., with an original value of 1088393438 yuan and a bad debt provision of 115988055 yuan. Hunan Tianjing Mingyuan Real Estate Co., Ltd. has repaid 879881070 yuan in December 2020, which is collected by Shenzhen East Coast Industrial Development Co., Ltd. and can offset the current debt of the company to Shenzhen East Coast Industrial Development Co., Ltd. the company has not made accounting treatment for this business. To correct this error, reduce the opening accounts receivable - the original value of Hunan Tianjing Mingyuan Real Estate Co., Ltd. by 879881070 yuan, and reduce the opening other accounts payable - Shenzhen East Coast Industrial Development Co., Ltd. by 879881070 yuan; The bad debt provision of accounts receivable at the beginning of the period was reduced by 105435309 yuan, the undistributed profit at the beginning of the period was increased by 105435309 yuan, and the credit impairment loss in 2020 was increased by 105435309 yuan.
(2) Shenzhen Century Xingyuan Property Development Co., Ltd., a subsidiary of the company, Holds 36% of the equity of the associated enterprise Shenzhen Zhonghuan Xingyuan Real Estate Development Co., Ltd. and adopts the equity method for accounting. For other equity changes of Shenzhen Zhonghuan Xingyuan Real Estate Development Co., Ltd. -2046331081 yuan in 2018, the equity method is not calculated according to the shareholding ratio. This error was corrected by reducing the opening long-term equity investment by 736679189 yuan and the opening capital reserve by 736679189 yuan.
(3) Shenzhen Century Xingyuan Property Development Co., Ltd., a subsidiary of the company, has a contract liability of 557739000 yuan for Shenzhen Jinju fire electromechanical Co., Ltd. on December 31, 2020. The nature of the payment is not advance collection, but current accounts payable to Shenzhen East Coast Industrial Development Co., Ltd. This error was corrected by reducing the opening contract liabilities by 557739000 yuan and increasing the opening other payables - Shenzhen East Coast Industrial Development Co., Ltd. by 557739000 yuan.
（4
