Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022052 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 “the company”) received the notice on Neoglory Prosperity Inc(002147) issued by Shenzhen Stock Exchange on February 7, 2022 (company Department notice [2022] No. 122). The company made periodic replies and partial supplementary replies to the relevant matters in the notice. See February 19, 2022 for details The announcement on the periodic Reply of Shenzhen Stock Exchange to the company’s concern letter, the announcement on the partial supplementary Reply of Shenzhen Stock Exchange to the company’s concern letter and the announcement on the supplementary Reply of Shenzhen Stock Exchange to the company’s concern letter disclosed on March 5 and April 1 (Announcement No.: 2022013, 015, 023).
The company’s supplementary reply mainly includes:
1. Supplementary item I (3) accountant’s reply:
In 2021, Xinguang Yuancheng signed several debt settlement agreements or received debt exemption letters, and confirmed that there were many non recurring profits and losses. The main matters are as follows:
Unit: 10000 yuan
No. Reconciliation Method of the opposite party specific method book value of liabilities recognition of income
1. Joint loan of Huarong Securities Co., Ltd; The interest rate was lowered and the debt of 83422003290565 was offset by goods
2 Nanjing xipuyuan Business Consulting Management Co., Ltd. guaranteed liability debt exemption and cash repayment 80216676371667
3. Debt exemption of guarantee liability of Shanghai baomei Consulting Management Co., Ltd. 1437204537204
4 Lu Guizhen’s guarantee liability exemption and cash repayment 620.00 464.00
Exemption of guarantee liability of party 5 literary school and cash repayment 4 China Vanke Co.Ltd(000002) 00000
6 China Zheshang Bank Co.Ltd(601916) partial guarantee liability exemption 177422037835146
Total 3 Jiangsu Jiangnan High Polymer Fiber Co.Ltd(600527) 418295243
1. The 550 million joint loan of Huarong Securities Co., Ltd
We obtained and checked the following information:
(1) Inspected the trust cooperation agreement and loan contract between Xinguang Yuancheng, Jiande Xinyue and Huarong securities;
(2) Checked the transfer agreement and counter guarantee contract of Xinguang Yuancheng transferring its subsidiary Jiande Xinyue to Horgos modern industrial investment fund (limited partnership);
(3) Reviewed the relevant evidence of the (2019) zhe 07 min Chu No. 381 prosecution;
(4) Examined the civil judgment (2019) zhe 07 min Chu No. 381 and the relevant execution ruling (2020) zhe 07 Zhi No. 458 made by Jinhua intermediate people’s Court of Zhejiang Province;
(5) Check the settlement agreement and supplementary agreement numbered 2016s0122001 signed by Huarong securities, Xinguang Yuancheng and other relevant parties;
(6) Checked that xinguangyuan has become the transfer voucher related to the performance of the settlement agreement and the repayment in cash;
(7) Checked the relevant house sales contracts, invoices and house handover details of the real estate involved in the settlement agreement of Xinguang Yuancheng;
(8) Checked the cost adjustment of 41 sets of Wanxia Yuyuan real estate with the above debt repayment assets;
(9) Compare the unit price of 41 houses for debt repayment with the current sales unit price;
(10) Checked the interview record of the client of Xinguang Yuancheng and the client of Huarong securities in the Executive Board of Jinhua intermediate people’s Court on the executive ruling (2020) zhe 07zhi No. 458, as well as the memorandum 1-5 and the executive log of the personnel of the executive board;
(11) Consulted the interview of jintiancheng law firm with the relevant person in charge of Huarong securities;
(12) Checked the documents related to the public information disclosure of the debt;
(13) Verified the statement issued by Ningbo intermediate people’s Court of Zhejiang Province (20021) zhe 02 Zhihui No. 96 No. 1 and No. 2 and Jiande Xinyue that there is no property to enforce;
(14) Checked the letter of explanation issued by Huarong securities and confirmed that the aforesaid settlement agreement and supplementary agreement have gone through the internal review procedures;
(15) Examined the legal opinion of Shanghai jintiancheng law firm on matters related to Neoglory Prosperity Inc(002147) reply to the letter of concern of Shenzhen Stock Exchange;
(16) Consulted the legal analysis report on Neoglory Prosperity Inc(002147) and its subsidiaries issued by Zhejiang Baigong law firm;
Through the implementation of the above procedures, we believe that the relevant liability obligations of the 550 million joint loan between Xinguang Yuancheng and Huarong securities have been fulfilled as agreed, meet the conditions for derecognition, and no equity trading arrangement has been found. The relevant accounting treatment and basis are as follows:
According to the civil judgment (2019) zhe 07 min Chu No. 381 made by Jinhua intermediate people’s Court of Zhejiang Province, Xinguang Yuancheng accrued the estimated liabilities, with an amount of 83421995427 yuan as of December 31, 2020, which is accurate through calculation; As of the effective date of the settlement agreement, the estimated liability of 3836301240 yuan should be accrued on April 21, 2021. According to the total agreement, cash repayment, 41 sets of Wanxia Yuyuan real estate debt repayment, stamp tax supplement of 1805450 yuan during the handover of subsequent mortgaged real estate, and the accountant adjusted the inventory cost during the audit of Wanxia real estate. The cost of 41 sets of mortgaged real estate was increased by 142612715 yuan, and the total value of debt repayment was 50516346728 yuan, The difference is 36741949939 yuan, of which 3836301240 yuan is partially offset in the current year, and the net income from debt settlement is 32905648699 yuan. In conclusion, the income from debt settlement between Xinguang Yuancheng and Huarong securities should be 32905648699 yuan, and Xinguang Yuancheng is included in other income. The accountant believes that the debt between Xinguang Yuancheng and Huarong securities is formed by the joint loan of Xinguang Yuancheng and Jiande Xinyue, Applying the relevant provisions of the accounting standards for Business Enterprises No. 12 – debt restructuring, it is in line with the provisions of the standards because the debt settlement contains assets to offset debts and is included in other income.
2. Settlement matters of Nanjing xipuyuan Business Information Consulting Co., Ltd
We obtained and checked the following information and interviewed Xipu garden in Nanjing:
(1) Check the prosecution evidence of Nanjing xipuyuan (2019) zhe 07 min Chu No. 317;
(2) Checked the civil judgment (2019) Z07 minchu No. 317 made by Jinhua intermediate people’s Court of Zhejiang Province; (3) checked the settlement agreement (No. 20210623001) signed by Nanjing Xipu garden and Xinguang Yuancheng;
(4) Upon inspection, xinguangyuan has become a transfer voucher related to the performance of the settlement agreement and the repayment in cash;
(5) Checked the transcript of the conversation made by the agent of Xinguang Yuancheng and the agent of Nanjing Xipu garden in the Executive Board of Jinhua intermediate people’s court; The collection confirmation letter filed with Jinhua intermediate people’s court in Nanjing Xipu garden confirming the completion of the settlement agreement of Xinguang Yuancheng; The intermediate people’s Court of Jinhua City, Zhejiang Province made the execution ruling (2020) zhe 07zhi No. 847-6 on October 26, 2021; (6) The settlement agreement in Nanjing garden has been completed and confirmed;
(7) Checked the creditor’s right transfer agreement of Nanjing Xipu garden transferee Suning commercial factoring Co., Ltd. and the bank receipt of payment consideration; (8) Checked the public disclosure information of the settlement agreement of xinguangyuan achievement Nanjing Xipu garden;
(9) Examined the legal opinion of Shanghai jintiancheng law firm on matters related to Neoglory Prosperity Inc(002147) reply to the letter of concern of Shenzhen Stock Exchange;
(10) After consulting the report on Neoglory Prosperity Inc(002147) and its subsidiaries issued by Zhejiang Baigong law firm
Legal analysis report;
Through the implementation of the above procedures, we believe that the relevant liabilities and obligations of Xinguang Yuancheng and Nanjing Xipu garden have been fulfilled as agreed, the relevant liabilities meet the conditions for derecognition, and no equity transaction arrangement is found. The relevant accounting treatment and basis are as follows:
According to the civil judgment (2019) zhe 07 min Chu No. 317 issued by Jinhua intermediate people’s Court of Zhejiang Province, Xinguang Yuancheng accrued the estimated liabilities. As of December 31, 2020, the amount was 80216666666 yuan. After calculation and calculation, the estimated liabilities of 5833333334 yuan should be accrued by June 24, 2021, the effective date of the settlement agreement, and the difference was 69550000000 yuan after paying 165 million yuan according to the settlement agreement, Among them, 5833333334 yuan was written back from the accrued part of the current year, and 63716666666 yuan of net income was generated from the debt settlement. Xinguang Yuancheng was included in other income items. The accountant believed that the relevant provisions of accounting standards for Business Enterprises No. 12 – debt restructuring could not be applied to the debt settlement, because if the debt was formed due to the illegal guarantee of contingencies, it should be adjusted to non operating income. After communicating with Xinguang Yuancheng, Xinguang Yuancheng agreed to the above audit adjustment of the accountant.
3. Exemption and settlement of Shanghai baomei
We obtained and checked the following information:
(1) Checked the civil judgment (2019) zhe 07 min Chu No. 269, civil judgment (2019) zhe 07 min Chu No. 282 and relevant execution ruling made by Jinhua intermediate people’s Court of Zhejiang Province;
(2) Check the debt exemption letter issued by Shanghai baomg to Xinguang Yuancheng;
(3) Checked the settlement agreement numbered hj20210623001 and hj20210623002 signed by Shanghai baomei, Xinguang Yuancheng and Wanxia real estate;
(4) Checked the public disclosure information of the exemption letter and settlement agreement of Xinguang yuanchengbao magnesium;
(5) Checked the transfer voucher related to the cash repayment of xinguangyuan for the performance of the settlement agreement;
(6) Consulted the relevant housing sales contracts and invoices of the real estate involved in the performance of the above settlement agreement by xinguangyuan;
(7) Checked the original creditor’s rights and debt contracts and guarantee contracts related to (2019) zhe 07 min Chu No. 269 civil judgment and (2019) zhe 07 min Chu No. 282 civil judgment;
(8) Examined the legal opinion of Shanghai jintiancheng law firm on matters related to Neoglory Prosperity Inc(002147) reply to the letter of concern of Shenzhen Stock Exchange;
(9) Consulted the legal analysis report on Neoglory Prosperity Inc(002147) and its subsidiaries issued by Zhejiang Baigong law firm;
Through the implementation of the above procedures, we believe that the relevant liabilities of Xinguang Yuancheng and Shanghai baomagnesium for the exempted part meet the conditions for derecognition. For the part of the settlement agreement that has not been fulfilled, only the restructuring income corresponding to one set of real estate that has gone through the transfer and handover procedures is recognized, and no equity transaction arrangement is found. The relevant accounting treatment and basis are as follows:
According to the civil judgment (2019) zhe 07 min Chu No. 269 and civil judgment (2019) zhe 07 min Chu No. 282 made by Jinhua intermediate people’s Court of Zhejiang Province, Xinguang Yuancheng accrued the estimated liabilities of 14372041824 yuan. On January 12, 2021, Xinguang Yuancheng received the exemption letter from Shanghai baomagnesium, and Xinguang Yuancheng adjusted the estimated liability balance to 90 million yuan accordingly, The difference of 5372041824 yuan of Xinguang Yuancheng was included in other income. The accountant believed that the debt settlement could not apply to the relevant provisions of the accounting standards for Business Enterprises No. 12 – debt restructuring, because if the debt was formed due to the illegal guarantee of contingencies, it should be adjusted to non operating income. After communicating with Xinguang Yuancheng, Xinguang Yuancheng agreed to the above audit adjustment of the accountant.
4. Lu Guizhen’s settlement
We obtained and checked the following information:
(1) Checked the loan agreements signed by Lu Guizhen, Xinguang Yuancheng and Xinguang Group;
(2) Checked the creditor’s rights declaration documents issued by Lu Guizhen and the creditor’s rights confirmation form of Xinguang Holding Group Co., Ltd;
(3) Inspected the settlement agreement signed by Lu Guizhen and Xinguang Yuancheng;
(4) Checked that Xinguang Yuancheng became the transfer voucher related to the repayment of debts in cash in the performance of the settlement agreement. Xinguang Yuancheng paid 1.56 million yuan to Lu Guizhen in one time on September 6, 2021 (the date of signing the settlement agreement);
(5) Checked the inquiry letter sent by Xinguang Yuancheng replied by Lu Guizhen;
(6) Checked the public disclosure information of the settlement agreement between xinguangyuan and Lu Guizhen;
(7) Checked the information of the actual lender Shaoxing Borui bank
