Securities code: Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) securities abbreviation: Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) Announcement No.: 2022032
Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816)
Announcement on the reply to the inquiry letter of the 2021 annual report of Shenzhen Stock Exchange
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.
Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (hereinafter referred to as “the company”, “listed company” and ” Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) “) received the inquiry letter on the annual report of Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) 2021 (annual report inquiry letter [2022] No. 132) issued by the management department of listed companies of Shenzhen Stock Exchange on April 26, 2022. According to the requirements of the annual report inquiry letter, the company’s reply to the relevant situation is as follows:
1. The annual report shows that in 2021, your company achieved a net profit attributable to the shareholders of the listed company (hereinafter referred to as “net profit”) of 132769 million yuan, of which 582018 million yuan was generated from the sale of 100% equity of the subsidiary Suzhou Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) ultrasonic equipment Co., Ltd. (hereinafter referred to as “Suzhou ultrasonic”). Your company had a dispute with the counterparty in the process of selling the equity of Suzhou ultrasound, which led to your company’s failure to terminate the recognition of the equity investment of Suzhou ultrasound in 2020.
Please your company:
(1) Explain whether the dispute between your company and the counterparty over the sale of Suzhou ultrasound has been completely resolved, and the recognition basis and reasonable compliance that your company will no longer include Suzhou ultrasound in the scope of the company’s consolidated statements;
(2) Explain the method, basis and specific calculation process of the confirmation of investment income from the sale of Suzhou ultrasound, and explain the compliance and accuracy of the confirmation of investment income on this basis.
The annual audit accountant is requested to check the above matters and give clear opinions.
[company reply]:
1、 Explain whether the dispute between your company and the counterparty over the sale of Suzhou ultrasound has been completely resolved, and the recognition basis and reasonable compliance that your company will no longer include Suzhou ultrasound in the scope of the company’s consolidated statements;
(I) the dispute between the company and the counterparty over the sale of Suzhou ultrasound has been completely resolved.
On November 28, 2020, the company disclosed the announcement on selling the equity of wholly-owned subsidiaries. The company plans to transfer 100% of the equity of Suzhou ultrasound to Mr. Shen Xingsheng or a non affiliated third party designated by Mr. Shen Xingsheng (hereinafter referred to as “counterparty” and “undertaking party”) at the equity transfer price of RMB 106 million.
After undertaking 100% equity of Suzhou ultrasound, the counterparty began to clean up the original business of Suzhou ultrasound. As the closure of the original business involves problems left over by history, the undertaking party is expected to be unable to achieve the closure of the original business of Suzhou ultrasound in a short time. Since March 2021, the undertaking party has conducted many contacts and consultations with the company, and put forward the demands of canceling the transaction, deducting the balance payment and assisting in the closure of the transaction. In order to complete the sale of Suzhou ultrasound as soon as possible, ensure the company to collect the balance of the transaction as soon as possible, and avoid the cancellation of the transaction caused by disputes between both parties, which may affect the interests of the listed company, the company finally agreed to resume the operation and management of the original business of Suzhou ultrasound and implement the shutdown plan. Both parties reached an agreement on the above matters and signed the memorandum on April 9, 2021. The listed company resumed the operation and management of Suzhou ultrasound and closed down the original business as planned.
As of October 14, 2021, all the ultrasonic personnel dispatched by the listed company to Suzhou have been withdrawn, the relevant handover work (such as seal, archives handover, etc.) has been completed, and the company has received the total equity transfer price of 106 million yuan. In addition, the listed company signed a memorandum with the undertaker, agreeing that the follow-up issues of Suzhou ultrasound, such as personnel disposal, creditor’s rights and debts, have nothing to do with the listed company, and the listed company will no longer bear any responsibility for the handling of relevant issues of Suzhou ultrasound.
To sum up, all the equity transfer funds of Suzhou ultrasound have been received, and its subsequent operating gains and losses have nothing to do with the listed company. Therefore, our company believes that the dispute between the company and the counterparty over the sale of Suzhou ultrasound has been completely resolved. (II) recognition basis and reasonable compliance of the company no longer including Suzhou ultrasound into the scope of the company’s consolidated statements
1. According to Article 7 of the accounting standards for Business Enterprises No. 33 – consolidated financial statements (hereinafter referred to as the “No. 33 standard”), the consolidation scope of the consolidated financial statements shall be determined on the basis of control. The following definition refers to the “three party control factor” of the investment; Second, enjoy variable returns due to participating in relevant activities of the investee; Third, it has the ability to use its power over the investee to affect its return amount. When judging whether the investor can control the investee, it can be shown that the investor can control the investee if and only if the investor has the above three elements.
Article 8 of the No. 33 standard stipulates that the investor shall judge whether to control the investee on the basis of comprehensive consideration of all relevant facts and circumstances. Once the change of relevant facts and circumstances leads to the change of relevant elements involved in the definition of control, the investor shall reassess it.
2. Background of the company and Suzhou ultrasound related to the “three elements of control”
On November 27, 2020, the company and Shen Xingsheng signed the equity transfer agreement of Suzhou Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) ultrasonic equipment Co., Ltd., and both parties determined the transaction price of 106 million yuan based on the overall evaluation results of the target company. As of September 28, 2021, the company has received the total equity transfer price of Suzhou ultrasound from the counterparty of RMB 106 million, that is, 100% of the equity transfer payment has been received.
At the beginning of October 2021, the official seal, financial seal, contract seal and company assets of Suzhou ultrasound were all handed over to the undertaker. Since then, the relevant payment approval of Suzhou ultrasound has been carried out by the undertaker, and the company will no longer participate in the business activities of Suzhou ultrasound.
3. Conclusion
Based on the above equity transfer, it will form the evaluation conclusion that Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) will lose control of Suzhou ultrasound from October 2021, and the company will no longer include Suzhou ultrasound in the scope of the company’s consolidated statements.
(1) Basic factor of control – the investor has power over the investee
① The official seal, financial seal, contract seal and asset handover list of Suzhou ultrasound will be handed over to the undertaking party in early October 2021.
② From October 2021, Suzhou ultrasound’s reimbursement, payment and other approvals need to be approved by the undertaking party. The financing activities of Suzhou ultrasound are independently decided by the undertaking party. The company no longer has the right to lead Suzhou ultrasound related activities.
After evaluation, the company lost its power over the investee.
(2) Basic factors of control – variable return due to participation in relevant activities of the investee
Since October 2021, the company will not participate in the relevant activities of Suzhou ultrasound and will not involve the issue of variable returns due to relevant activities.
After evaluation, the company will not enjoy variable returns due to its participation in relevant activities of the investee.
(3) Basic factors of control – the ability to use the power over the investee to affect its return amount
The official seal, financial seal, contract seal and asset handover list of Suzhou ultrasound were all handed over to the undertaking party in early October 2021. The operation, financing and investment activities of Suzhou ultrasound were carried out independently. The company has no right to participate in the relevant activities of the investee, let alone use its power over the investee to affect its return amount.
After evaluation, the company has lost relevant power over Suzhou ultrasound, and has no ability to affect its return amount.
According to standard 33, the control influence of the investor on the investee can be established only when all three elements of control are met. Based on the above judgment, the company intends to lose its control over Suzhou ultrasound and no longer include Suzhou ultrasound in the scope of the company’s consolidated statements, which is reasonable and compliant.
2、 Explain the method, basis and specific calculation process of the confirmation of investment income from the sale of Suzhou ultrasound, and explain the compliance and accuracy of the confirmation of investment income on this basis.
(I) composition of the company’s investment income:
Amount incurred in current period and amount incurred in previous period
Income from financial products 1429964048349392
Income from disposal of long-term equity investment of subsidiaries 5816272793
Income from debt restructuring -10388000
Total 582018443348349392
(II) recognition of long-term equity investment income from disposal of subsidiaries:
The recognition of the income from the transfer of equity by the enterprise is marked by the fact that the risks and rewards of the ownership of the Transferred Equity have been transferred to the purchaser, and the relevant economic benefits are likely to flow into the enterprise. These conditions include: the sale agreement has been approved by the general meeting of shareholders; Necessary property handover procedures have been handled with the purchaser; Most of the purchase price has been obtained (generally more than 50%); Enterprises can no longer obtain benefits and bear risks from their equity. The equity transfer of Suzhou ultrasound has been approved by the general meeting of shareholders, the necessary property transfer procedures have been handled with the undertaking party and the industrial and commercial changes have been completed, and the listed company has received the equity transfer payment in full. Therefore, the equity transfer of Suzhou ultrasound meets the conditions for the recognition of investment income.
(III) calculation process of long-term equity investment income from disposal of subsidiaries:
The transaction price of equity transfer is 106 million yuan, minus 478373 million yuan of book net assets of Suzhou ultrasound as of the benchmark date of equity transfer, resulting in 581627 million yuan of equity transfer income, which is included in the account of investment income.
To sum up, the recognition of investment income is compliant and accurate.
[accountant’s reply]:
For the above matters, our verification procedures include but are not limited to:
(I) check the equity transfer agreement;
(II) interview with the company’s management and Suzhou ultrasonic reality controller to understand the relevant background and progress of equity transfer and whether there is a correlation between equity transfer;
(III) check the memorandum signed with the undertaking party, and check the handover form of Suzhou ultrasonic seal and archives signed with the undertaking party;
(IV) check the bank flow, check the collection of equity transfer funds, etc;
(V) recalculate the investment income from equity transfer and recheck the accuracy of the confirmation of investment income;
Through the implementation of the above procedures, we believe that the dispute between Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) and the counterparty over the sale of Suzhou ultrasound has been completely resolved, and Suzhou ultrasound is no longer included in the scope of the company’s consolidated statements, which is reasonable and compliant; The confirmation of investment income from equity transfer of Suzhou ultrasound is accurate.
2. According to the annual report, your company achieved an operating revenue of 200.2 million yuan in 2021, with a year-on-year increase of 33.08%; Among them, the operating revenue in the fourth quarter was 116 million yuan, accounting for 58.16% of the annual operating revenue; The net profit after deducting non recurring profits and losses (hereinafter referred to as “net profit after deducting non recurring profits and losses”) – 35.611 million yuan, which has been negative for three consecutive years. According to your company’s reply to the inquiry letter of the third quarterly report of our department in 2021 (inquiry letter of the third quarterly report of the company Department [2021] No. 6), your company invested in the new Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (Guangzhou) Technology Co., Ltd., Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (Zhuhai) Technology Co., Ltd., Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (Dongguan) Technology Co., Ltd. in June 2021 to explore big data related businesses and engage in data center business in the third quarter of 2021.
Please your company:
(1) List the main information of your company’s orders in hand as of the reply date, and explain the impact of negative net profit after deduction of non profits for three consecutive years on your company’s sustainable operation ability and your company’s Countermeasures (if any);
(2) List the customer name, contract signing date, acceptance date and the recovery of corresponding funds as of the reply date corresponding to the revenue recognized in the fourth quarter, and explain the compliance of the revenue recognition time point on this basis;
(3) Explain the amount of revenue generated from newly engaged data center business and other new businesses (if any) in 2021, and explain whether the recognition method of relevant operating revenue is appropriate, whether the relevant operating revenue should be deducted and the reasons in combination with the specific business model, customer development, production and operation conditions, future business development plan and other factors; (4) Explain the settlement methods, sales policies and changes (if any) of various businesses of your company, the collection of major customers as of the reply date and other factors, and whether there is any situation of early recognition of income in the reporting period.
Ask the annual audit accountant to check the above questions (2) (3) (4) and give clear opinions, and explain the appropriateness of the audit opinion.
[company reply]:
1、 List the main information of your company’s orders in hand as of the reply date, and explain the impact of negative net profit after deduction of non profits for three consecutive years on your company’s sustainable operation ability and your company’s Countermeasures (if any);
(I) as of the date of reply, our company’s order in hand is 1040636 million yuan. At present, the orders under negotiation and with intention to sign are about 35 million yuan. The company’s net profit after deducting non profits for three consecutive years is negative, which has little impact on the company’s sustainable operation ability so far, and the company’s operation is normal and orderly. Because the company’s operating income and collection of historical orders are consistent and good, the company’s customers are mostly listed companies and well-known large enterprises in the industry, with good reputation. Affected by the epidemic, the investment of customers is also slowing down, and the overall number of orders is reduced. However, the influence and reputation of the company in the industry are good. The company has rich supporting experience and can vary according to different industries
