Shenzhen Capstone Industrial Co.Ltd(000038)
Special instructions of the board of directors on the audit report with non-standard opinions and the internal control audit report with non-standard opinions issued by the accounting firm
Sigmar Certified Public Accountants (special general partnership) has issued an audit report on internal control that cannot express an opinion and a negative opinion to the company. The board of directors of the company explains the relevant matters as follows:
1、 The basis and reasons for the formation of audit reports that cannot express opinions
(I) investigation by CSRC
On September 3, 2021, your company received the notice of filing a case by China Securities Regulatory Commission (Zheng Jian Li Jian Zi No. 0072024), and filed a case against your company on suspicion of illegal information disclosure. As of the date of issuance of this audit report, your company has not received the concluding opinions or decisions on the matters under investigation. We are unable to judge the possible impact of the results of investigation on your company's previous financial statements.
(II) rationality of provision for impairment of accounts receivable
As of December 31, 2021, the accounts receivable of your subsidiary ran Shi Technology (Beijing) Co., Ltd. was 193388800 yuan and other accounts receivable was 12968700 yuan, totaling 206357500 yuan, which were formed at the beginning of the year. There was no increase or decrease in the current year. The balance of bad debt provision at the beginning of the year was 78.928 million yuan. The bad debt provision was 1274295 million yuan in full by single item in the current year, and the net value at the end of the period was 0 yuan. We confirmed the balance of receivables by letter, with a total amount of 199579700 yuan. As of the date of the audit report, the letter was rejected and returned 1174694 million yuan, 769255 million yuan was signed but not replied, and the reply was inconsistent with 5.1848 million yuan. We failed to confirm the opening balance of accounts receivable through letter of confirmation or other effective alternative test procedures, and we were unable to judge the rationality of the provision for bad debts of accounts receivable at the beginning and end of the period.
(III) forward repurchase and balance making up obligations
1. As mentioned in note 10 (Ⅱ) 4, in 2017, your company signed the balance replenishment agreement with Shandong Financial Asset Management Co., Ltd. (hereinafter referred to as Shandong JINZI) to provide balance replenishment and credit enhancement for Suzhou Datong Qingying investment partnership established by the controlling shareholder Qingdao Yaxing Industry Co., Ltd. (hereinafter referred to as Yaxing industry) as a inferior partner, Assume the obligation to make up the difference between the expected investment income and the paid in capital contribution of the priority partner Shandong JINZI during the partnership investment period. At the same time, your company signed the counter guarantee agreement with the actual controller Jiang Jian, who promised to provide counter guarantee for your company's obligation to make up the difference between the expected investment income and the paid in capital contribution of Shandong JINZI during the investment period in accordance with the difference supplement agreement with the equity of Yaxing industry indirectly held by him, This transaction is a connected transaction. On July 29, 2021, the higher people's Court of Shandong Province issued a civil judgment of the second instance. Your company should pay the balance of 327526000 yuan to Shandong JINZI, and calculate the liquidated damages at the annual interest rate of 12.75% for the unpaid amount until the date of actual repayment.
As of the date of issuance of the audit report, 33900592875 yuan in the bank account of your company has been transferred by the court. Your company included the above balance and the calculated liquidated damages of 37611124630 yuan into the non operating expenses in 2021. Due to the limited scope of audit, we failed to obtain the relevant information on the financial status of Suzhou Datong Qingying investment partnership (limited partnership) and its foreign investment unit Nanjing Datong business incubator management Co., Ltd. and counter guarantor, and your company has not implemented counter guarantee measures. We are unable to obtain sufficient and appropriate audit evidence for the best estimate of the accrued estimated liabilities for the litigation matters, nor can we implement alternative audit procedures to obtain sufficient and appropriate audit evidence. Therefore, we are unable to determine the impact of the above litigation matters on the financial statements and the amount to be adjusted.
2. As mentioned in note 10 (Ⅱ) 4, in 2017, your company signed the forward acquisition and balance replenishment agreement with Hualong Securities Co., Ltd. (hereinafter referred to as Hualong securities) to provide balance replenishment and credit enhancement for Hangzhou Tongrui investment partnership (limited partnership) established by the controlling shareholder Yaxing industry as a inferior partner, It is obliged to make up the difference between the expected investment income and paid in capital contribution of priority partner Hualong securities during the partnership investment period. At the same time, your company signed the counter guarantee agreement with the actual controller Jiang Jian, Jiang Jian promises to provide counter guarantee for your company's obligation to make up the difference between the expected investment income and the paid in capital contribution of Hualong securities during the investment period in accordance with the forward acquisition and balance making up agreement with its indirectly held equity of Yaxing industry. This transaction is a related party transaction.
Hualong securities filed property preservation before litigation in 2021, and your bank account fund of 8159914895 yuan was frozen by the judiciary. Due to limited audit, we failed to obtain relevant information on the financial status of the foreign investment unit of Hangzhou Tongrui investment partnership (limited partnership), Beijing Xinghe Tongda Media Advertising Co., Ltd. and the counter guarantor, and your company did not implement counter guarantee measures. We are unable to obtain sufficient and appropriate audit evidence for the best estimate of the accrued estimated liabilities for contingencies, nor can we implement alternative audit procedures to obtain sufficient and appropriate audit evidence. Therefore, it is impossible to determine the impact of the above contingencies on the financial statements and the amount to be adjusted.
3. As mentioned in note 10 (Ⅱ) 4, in 2017, your company signed the forward acquisition and balance replenishment agreement and supplementary agreement with National Trust Co., Ltd. (hereinafter referred to as national trust), Provide forward repurchase and balance making up obligations for Hangzhou Tongyu investment partnership (limited partnership) participated by Tianjin Xinghe Tongda Asset Management Co., Ltd. (hereinafter referred to as Tianjin Xinghe, now renamed Tianjin Xinghe Tongda Biotechnology Co., Ltd.) as a inferior partner. At the same time, Jiang Jian promises to provide counter guarantee with his indirectly held equity of Yaxing industry for your company's obligation to make up the difference between the fund contribution and the fund income difference made up to the priority partner National Trust in accordance with the forward acquisition and balance making up agreement.
On April 8, 2022, zheyin Tianhong, Tianjin Xinghe and China Zheshang Bank Co.Ltd(601916) (hereinafter referred to as China Zheshang Bank Co.Ltd(601916) ) signed the memorandum, which agreed that the National Trust had transferred the relevant rights and interests in the original agreement and the guarantee contract to China Zheshang Bank Co.Ltd(601916) , and agreed that the original partnership would enter the fund withdrawal period from the date of signing the memorandum, and the fund withdrawal should be completed before October 31, 2022 at the latest, Before all parties perform their obligations under the original agreement during the withdrawal period of the fund, Tianjin Xinghe will pay the expected investment income according to the original agreement, and bear the joint and several liability for long-term acquisition and balance supplement according to the original agreement.
As of the date of the audit report, due to the limited audit, we were unable to confirm the memorandum by letter. At the same time, we were unable to obtain the relevant information on the financial status of Beijing Century Haiwen Advertising Co., Ltd., the foreign investment unit of Hangzhou Tongyu investment partnership (limited partnership), Tianjin Xinghe and the counter guarantor. We failed to implement alternative audit procedures for the contingencies to obtain sufficient and appropriate audit evidence, so we were unable to determine the amount of impact of the above contingencies on the financial statements.
2、 Basis and reasons for issuing opinions that cannot be expressed
(I) overall importance level of consolidated financial statements
During the audit of Shenzhen Capstone Industrial Co.Ltd(000038) 2021 annual financial statements, we determined the overall importance level of the consolidated statements to be 15.46 million yuan. Since the total profit of Shenzhen Capstone Industrial Co.Ltd(000038) 2021 is negative, we use 0.5% of the total unaudited assets, net assets and total operating revenue as the reference base of the importance level, the total intermediate value assets of the three bases as the base of the importance level of Shenzhen Capstone Industrial Co.Ltd(000038) financial statements, and the total unaudited assets of Shenzhen Capstone Industrial Co.Ltd(000038) 2021 as 3092277300, multiplied by 0.5%, The overall importance level of the consolidated financial statements calculated from this is 15.46 million yuan (rounded).
(II) basis and reasons for expressing opinions that cannot be expressed
According to Article 7 of the auditing standards for Chinese certified public accountants No. 1502 - issuing unqualified opinions in the audit report: "under any of the following circumstances, the certified public accountant shall issue unqualified opinions in the audit report: (I) draw a conclusion that there are significant misstatements in the financial statements as a whole based on the audit evidence obtained; (II) Unable to obtain sufficient and appropriate audit evidence and conclude that there is no material misstatement in the financial statements as a whole. " And Article 10 stipulates that "if sufficient and appropriate audit evidence cannot be obtained as the basis for forming the audit opinion, but it is considered that the undetected misstatement (if any) may have a significant and extensive impact on the financial statements, the certified public accountant shall express an opinion."
Our major and extensive judgment process on matters that cannot express opinions: Shenzhen Capstone Industrial Co.Ltd(000038) involves the loss of litigation and the provision of estimated liabilities, contingencies involve the freezing of bank accounts and the provision of estimated liabilities, the failure to reply to accounts receivable, the inability to determine the balance of accounts receivable and the appropriateness of the provision for impairment, the filing and investigation of China Securities Commission and many other important matters, We believe that the above matters may have a significant and extensive impact on Shenzhen Capstone Industrial Co.Ltd(000038) financial statements, so we issue an audit report with no opinion.
3、 Matters leading to negative opinions in internal control audit report
(I) performance of the obligation to make up the difference
Your company has signed the balance replenishment agreement or forward repurchase and balance replenishment agreement with Shandong Financial Asset Management Co., Ltd., National Trust Co., Ltd. and Hualong Securities Co., Ltd. respectively, and assumed the obligation of balance replenishment for the investment principal of RMB 300 million, RMB 473 million and RMB 400 million of the above priority preferred partners and their expected investment income during the investment period, Jiang Jian, the actual controller of your company, provides counter guarantee for the above balance to make up the payment obligation with his indirectly held equity of Qingdao Yaxing Industrial Co., Ltd. Your company lacks appropriate objective evidence for the judgment process of estimated loss, which affects the valuation and allocation of estimated loss. This event indicates that there are significant defects in the internal control related to the estimated liability test.
(II) reconciliation and confirmation of accounts receivable
As of December 31, 2021, the balance of accounts receivable of your subsidiary ran Shi Technology (Beijing) Co., Ltd. was 193388800 yuan and other accounts receivable was 12968700 yuan, totaling 206357500 yuan. Your company has not effectively managed the receivables in the daily management of receivables, which affects the valuation and confirmation of receivables in the financial statements. This event indicates that there are significant defects in your company's internal control related to accounts receivable reconciliation management.
4、 Opinions of the board of directors on matters involved in the audit report on internal control that cannot express opinions and negative opinions
Sigmar Certified Public Accountants (special general partnership) has issued an audit report on internal control that cannot express an opinion and a negative opinion to the company, and the board of directors of the company respects its independent judgment. The board of directors will organize the company and supervisors to actively take effective measures to eliminate the adverse effects of the matters involved in the audit report, so as to ensure the sustainable and healthy development of the company. The board of directors will pay attention to and supervise the management of the company to take corresponding measures to solve the related matters as soon as possible and safeguard the interests of the majority of investors.
5、 Specific measures to eliminate the impact of matters involved
1. The company has filed a retrial with the Supreme People's court for Shanjin's early breach of contract and illegal operation beyond the business scope approved by the CBRC, and the company will confirm the final treatment plan according to the retrial results. The company will actively coordinate the relevant partners of the other two partnerships to reach a reasonable and orderly exit after the expiration of the partnership. At the same time, the company will urge the counter guarantor to perform the counter guarantee obligations in accordance with the counter guarantee agreement.
2. Because the customers involved in ran Shi Technology (Beijing) Co., Ltd. are problems left over from history, some customers may have been mismanaged or face bankruptcy; The company failed to communicate effectively with some customers due to the epidemic situation. In the future, the company will actively coordinate with customers to obtain more favorable direct and indirect material evidence, take various measures to actively deal with the basis of opinions formed by the inability to express opinions this time, and strive to resolve all relevant adverse factors as soon as possible.
3. Since receiving the notice of filing a case from the CSRC, the company has not only actively cooperated with the investigation of the regulatory authorities and provided materials required by the investigation of the regulatory authorities, but also made efforts to coordinate the stripped subsidiaries to cooperate with the investigation of the regulatory authorities and provide materials, inquiries, conversations, etc. In the future, the company will continue to actively cooperate with the investigation of the regulatory authorities, rectify according to the requirements of the regulatory authorities after the relevant investigation results are issued, and fulfill the obligation of information disclosure in accordance with the law. Publicize and implement the company's information disclosure management system, focusing on verifying the company's key control points in information disclosure.
4. The board of directors of the company will continue to improve the construction of internal control system, standardize the implementation of internal control system, strengthen the supervision and inspection of internal control, optimize the internal control environment, improve the quality and value of internal control audit, control major risks, achieve the business objectives of the enterprise and promote the realization of the development strategy of the enterprise.
5. The company will organize the personnel of the financial department to further study the relevant laws and regulations such as the accounting standards for business enterprises and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, so as to improve the professional ability and financial management quality of financial personnel. Du Jue will never encounter the above situation again.
The board of directors urges investors to invest carefully and pay attention to investment risks.
It is hereby explained.
Shenzhen Capstone Industrial Co.Ltd(000038) board of directors
April 29, 2022
