Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022053 Neoglory Prosperity Inc(002147)
Announcement on the reply of Shenzhen Stock Exchange to the letter of concern of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Neoglory Prosperity Inc(002147) (hereinafter referred to as “the company” or “Xinguang Yuancheng”) received the attention letter on Neoglory Prosperity Inc(002147) issued by Shenzhen Stock Exchange on April 1, 2022 (company Department attention letter [2022] No. 193). The board of directors of the company attached great importance to it and actively organized the verification work. Now the relevant matters are replied and reported as follows:
On the evening of April 1, 2022, your company disclosed the progress announcement on signing the settlement agreement (hereinafter referred to as the progress announcement). The settlement agreement signed by your company with Fengsheng Holding Co., Ltd., fiveseasons XVI limited and Jiangsu Yide Group Co., Ltd. at the end of 2021 failed to perform on schedule, and the company may make up the bad debt provision later, resulting in a negative net asset at the end of 2021. In addition, on February 19, March 5 and April 1, 2022, your company disclosed the announcement on the periodic Reply of Shenzhen Stock Exchange to the company’s letter of concern, the announcement on the partial supplementary Reply of Shenzhen Stock Exchange to the company’s letter of concern, and the announcement on the supplementary Reply of Shenzhen stock exchange to the company’s letter of concern (hereinafter referred to as the “reply announcement”). Our department is concerned about the relevant situation. Please check and explain the following problems:
Item 1: the progress announcement shows that your company failed to recover the remaining 56 million yuan of earnest money that should be refunded on schedule, 10 million shares of Nanjing Xincheng Development Co., Ltd. failed to complete the pledge on schedule, and 30% shares of Jiangsu Xinjiu Industrial Investment Co., Ltd. have not been returned. Please specify the specific reasons and main obstacles for the relevant parties’ failure to perform the contract on time, the possible impact of relevant matters on the recovery of receivables and financial data of your company, the specific measures and latest progress taken by your company, and fully remind the possible risk of termination of listing.
reply:
(I) equity pledge
Nanjing Xincheng Development Co., Ltd. still failed to complete the pledge of 10 million shares on schedule, because its shareholder Jiangsu Yide Group Co., Ltd. and Bank Of Jiangsu Co.Ltd(600919) other debt disputes led to the seizure of the shares by the people’s court and the inability to handle the pledge immediately. In order to ensure the full realization of the company’s creditor’s rights, the company held the 46th meeting of the Fourth Board of directors on April 8, 2022, deliberated and adopted the proposal on signing the supplementary agreement to the settlement agreement, and Fengsheng Holdings Co., Ltd. agreed to further provide asset supplementary guarantee as an alternative guarantee measure for the aforementioned “pledge of 10 million shares of Nanjing Xincheng Development Co., Ltd.”. For details, see the announcement on signing supplementary agreement to settlement agreement (Announcement No.: 2022029) disclosed by the company on April 12, 2022. As of the date of this announcement, the real estate mortgage registration has been completed in accordance with the agreement, and the above mortgage-backed assets have been registered in the name of Yu Jiangwei, the legal representative of the company.
Nanjing Xincheng Development Co., Ltd. has pledged 74 million shares. According to the audit report ztsz [2021] No. vf699 issued by Beijing xintuozixin certified public accountants Co., Ltd., as of June 30, 2021, the book value of total assets of Nanjing Xincheng Development Co., Ltd. was 6172272500 yuan, the book value of total liabilities was 6164084600 yuan, and the book value of all shareholders’ equity was 8187900 yuan. According to Zhong Ming Ping Bao Zi [2021] No. 16257 appraisal report issued by Zhong Ming International Assets Appraisal (Beijing) Co., Ltd., as of June 30, 2021, the 74 million equity of Nanjing New Town Development Co., Ltd. accounted for 36.25% of the shares held by all shareholders of Nanjing New Town, with a corresponding book value of 2.9689 million yuan and an appraisal value of 2718526 million yuan. The appraisal value increased by 268883700 yuan compared with the book value, and the appreciation rate was 905662%. Zhongming international assets appraisal (Beijing) Co., Ltd. issued the explanation on the appreciation reasons and rationality of the main book assets and liabilities of Nanjing new town on the benchmark date, which includes:
After implementing the appraisal procedures, Nanjing Xincheng Development Co., Ltd. reached the following appraisal conclusion with the asset-based method on the assumption of continuous operation on the benchmark date:
The book value of the total assets is 61722725 million yuan, and the appraisal value is 69138158 million yuan. The appraisal value increases by 7415433 million yuan compared with the book value, and the appreciation rate is 12.01%; The book value of total liabilities is 61640846 million yuan, and the appraisal value is 61640846 million yuan. There is no increase or decrease in the appraisal; The book value of all shareholders’ equity is 8.1879 million yuan, and the appraisal value is 7497312 million yuan. Compared with the book value, the appraisal value increases by 7415433 million yuan, and the appreciation rate is 905662%. See the following table for details:
Summary of assets appraisal results
Appraised unit: Nanjing Xincheng Development Co., Ltd. monetary unit: RMB 10000
Increase / decrease rate of book value evaluation value (%) items
A B C = B – A D = C / A × 100%
Current assets 15768792457687924 0
Monetary capital 33001563300156 0
Accounts receivable 565212565212 0
Prepayment 1313142 0
Other receivables 5250892552508925 0
Other current assets 4.89 4.89 0
Increase / decrease rate of book value evaluation value (%) items
A B C = B – A D = C / A × 100%
Non current assets 24034801114502347415433 183.79
Including: other non current financial assets 330796
Long term equity investment 43657072110358277378755 201.77
Investment real estate 5 483.48 645.69 162.21 33.55
Fixed assets 6 65.14 247.77 182.63 280.39
Intangible assets 7 1.57 23.51 21.94139600
Long term deferred expenses 8 219.13 219.13
Total assets 961722725691381587415433 12.01
Current liabilities 106029829960298299-
Non current liabilities 1113425471342547-
Total liabilities 1261640846-
Net assets: 138187974973127415433905662
As can be seen from the above table, it is mainly the appreciation of long-term equity investment, with an estimated appreciation of 7378755 billion yuan and a appreciation rate of 201.77%.
The main reason for the appreciation is the appreciation of the subsidiary Yangzhou TEDA development and Construction Co., Ltd. for the following reasons:
(1) Yangzhou TEDA development and Construction Co., Ltd. is mainly engaged in real estate development, municipal infrastructure construction, investment and real estate, project management, etc. By the end of June 2021, the company had total assets of 11.928 billion yuan, liabilities of 10.343 billion yuan and net assets of 1.584 billion yuan, including operating income of 1.298 billion yuan and net profit of 367 million yuan in 2019, operating income of 942 million yuan and net profit of – 24 million yuan in 2020. Due to the good operation of the company for consecutive years, its book net assets have increased year by year. The original investment of Nanjing Xincheng Development Co., Ltd. in Yangzhou TEDA development and Construction Co., Ltd. is 55 million yuan. The book net assets of Yangzhou TEDA development and Construction Co., Ltd. on the base date of audit and evaluation are 15238993 million yuan, and the net assets attributable to 55% equity of Nanjing Xincheng Development Co., Ltd. are 8381446 million yuan, The book net asset premium attributable to Nanjing Xincheng Development Co., Ltd. is 783144600 yuan;
(2) Reasons for the appraisal value-added of Yangzhou TEDA development and Construction Co., Ltd.: the book net assets of Yangzhou TEDA development and Construction Co., Ltd. on the benchmark date are 15238993 million yuan, the net assets after appraisal are 2709174 million yuan, the value-added amount is 11852747 million yuan, and the value-added part is mainly the inventory value-added of 11513306 million yuan. The book value of inventory is 8736069700 yuan, the appraisal value is 988740300 yuan, and the appreciation rate is 13.18%. The increase in inventory value is due to the fact that Yangzhou TEDA development and Construction Co., Ltd. is mainly engaged in real estate development. Since its establishment, it has been mainly responsible for the construction of first-class land development projects and second-class projects in the area of Guangling New Town, Yangzhou City:
1) The reason for the appreciation of primary development is that Yangzhou TEDA development and Construction Co., Ltd. can transfer 2041 mu of land, including residential land
1304 mu of residential land, 737 mu of commercial land, and 150 mu of land has been sold in the first half of 2021. Based on the analysis of the transfer of land in historical years, the hypothetical development method is used to predict the development project. According to the land market value, sales progress and development schedule on the benchmark date, the return cash inflow of transfer fees and subsequent development costs in future years are calculated The annual net cash flow is obtained from the cash outflow of subsequent management expenses and taxes (sales tax, land value-added tax and enterprise income tax). The net cash flow of each period is discounted at an appropriate discount rate and added to the value of the development project. As the appraised assets are mainly residential land, the transfer price of residential land has increased steadily in recent years, and various infrastructure and public service facilities in the surrounding areas are constantly improving, and the value-added of the appraisal is at a reasonable level.
2) The reason for the agent construction of the secondary project is that Yangzhou TEDA development and Construction Co., Ltd. is entrusted by the construction headquarters of Yangzhou Guangling New Town. As the investment and construction subject of “information service industry base startup project” and “Guangling New Town Project”, it undertakes the project initiation, land acquisition, demolition, planning, planning, construction and operation. After the completion of the project, both parties will jointly carry out investment attraction, and the ownership of the project will be transferred to the construction of Yangzhou Guangling New Town after the completion of project settlement
