Securities code: 300101 securities abbreviation: Chengdu Corpro Technology Co.Ltd(300101) Announcement No.: 2022-004 Chengdu Corpro Technology Co.Ltd(300101)
Announcement on the reply to the letter of concern 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.
Chengdu Corpro Technology Co.Ltd(300101) (hereinafter referred to as ” Chengdu Corpro Technology Co.Ltd(300101) “, “company” or “listed company”) received the notice on Chengdu Corpro Technology Co.Ltd(300101) from Shenzhen Stock Exchange (GEM notice [2022] No. 21) on January 12, 2022, asking the company to make a written explanation on relevant issues. The company’s reply to relevant issues is as follows:
1、 Question 1: your company disclosed, Dongfang Daoyou’s performance commitment is “the deduction of non net profit in 2016, 2017 and 2018 shall not be less than 20 million yuan, 26 million yuan and 33.8 million yuan respectively, that is, it is committed that the annual growth rate of deduction of non net profit in 2016, 2017 and 2018 is 30%, and the cumulative commitment of deduction of non net profit in the above three fiscal years is 79.8 million yuan, otherwise it is deemed to have not completed the performance commitment”; During the performance commitment period, Dongfang Daoyou actually realized a net profit of -31317500 yuan, – 3418200 yuan and 2697200 yuan after non deduction in each year. Please explain the time and basis for determining the completion of commitments in each year during the performance commitment period of Dongfang Daoyou, the time point when your company judges that the commitment related parties have not completed the performance commitment, and the specific circumstances in which your company requires the performance commitment party to make performance compensation in the early stage; If your company does not put forward relevant requirements, please explain the relevant reasons and rationality, whether your company’s performance of review procedures and information disclosure constitute a change in the original performance commitment, and whether there are circumstances that harm the interests of the company.
reply:
(I) the time and basis for determining the completion of commitments in each year during the performance commitment period of Dongfang Daoyou, and the company judges the time point when the commitment related parties fail to complete the performance commitments
The company and relevant investors signed the special agreement on performance commitment of Beijing Dongfang Daoyou Information Technology Co., Ltd. (hereinafter referred to as the “performance commitment agreement”) with Dongfang Daoyou in March 2016, The parties to the agreement agree on the performance commitment of Dongfang Daoyou as follows: “1. Sun Bing and his management team promise that the net profit attributable to the parent company in 2016, 2017 and 2018 will not be less than 20 million yuan, 26 million yuan and 33.8 million yuan respectively, that is, they promise that the annual growth rate of net profit in 2016, 2017 and 2018 will be 30%, and the cumulative committed net profit in the above three fiscal years will be 79.8 million yuan, otherwise it will be deemed as Commitment for outstanding performance; 2. If Dongfang Daoyou fails to realize the profit commitment of the current year, any party of the investor has the right to require sun Bing and his management team to compensate the difference between the actual net profit and the promised net profit by means of share transfer after the issuance of the financial report of the previous fiscal year by means of written notice. “
Based on the provisions of Article 1 above, according to the 2016 annual audit report, 2017 annual audit report and 2018 annual audit report issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership) (hereinafter referred to as “Sichuan Huaxin”) provided by Dongfang Daoyou, From 2016 to 2018, the net profit attributable to the parent company after deducting non-profit was -31317500 yuan, – 34182000 yuan and 2697200 yuan respectively. The cumulative committed net profit and annual growth rate in the three fiscal years did not meet the provisions of Article 1 of the performance commitment agreement. After receiving the above audit report, the company and the investor determined that Dongfang Daoyou had not fulfilled its performance commitment in 2016-2018. Audit report of Dongfang Daoyou in 2016-2018 issued by Sichuan Huaxin
Net profit promised and net profit actually completed on the date of issuance of audit report
(10000 yuan) (10000 yuan)
2016 annual audit report of Dongfang Daoyou 2017 / 03 / 17 2000-3131.75
Chxs (2017) No. 157
Dongfang Daoyou 2017 annual audit report 2018 / 03 / 06 2600 -3418.20
Chxs (2018) No. 163
Dongfang Daoyou 2018 annual audit report 2019 / 03 / 28 3380 269.72
Chxs (2019) No. 163
Total 7980 -6280.23
Note: the “net profit” in the above table refers to the net profit of Dongfang Daoyou after deducting non profits belonging to the parent company.
(II) the company and other investors did not raise the reasons, rationality and relevant approval and procedures for the performance commitment
In March 2017, Dongfang Daoyou’s 2016 audit report issued by Sichuan Huaxin showed that it did not realize its profit commitment of 20 million yuan in 2016. Since 2016 is the first performance commitment year, the performance commitment agreement also stipulates the commitment of the total cumulative committed net profit in three fiscal years. In order to protect the team operation enthusiasm of Dongfang Daoyou and create good development conditions for Dongfang Daoyou, the company and other investors agreed with Dongfang Daoyou Sun Bing signed the memorandum on the special agreement on performance commitment of Beijing Dongfang Daoyou Information Technology Co., Ltd., which agreed that sun Bing and his management team would not be required to make compensation in that year, but the investor reserves the right to ask sun Bing and his management team to make compensation in the future. See the 2016 annual report (Announcement No.: 2017-019) disclosed by the company on the gem information disclosure website designated by the CSRC on March 23, 2017.
In March 2018, Dongfang Daoyou’s 2017 audit report issued by Sichuan Huaxin showed that it had not realized its profit commitment of 26 million yuan. In view of the normal production and operation of Dongfang Daoyou at that time, the litigation between Airbus dsgeosa (Airbus defense space geography Co., Ltd., hereinafter referred to as “Airbus defense”) and Dongfang Daoyou was still in progress, and there was no major debt risk. In order to create good development conditions for Dongfang Daoyou to reverse its performance, after negotiation, The company and other investors signed memorandum II on the special agreement on performance commitment of Beijing Dongfang Daoyou Information Technology Co., Ltd. (the above two documents are collectively referred to as the “memorandum”) on March 16, 2018, and agreed not to require sun Bing and his management team to make compensation for the time being, However, the investor reserves the right to ask sun Bing and his management team for compensation.
See the 2017 annual report (Announcement No.: 2018-018) and the announcement on signing the memorandum of special agreement on performance commitment (Announcement No.: 2018-028) disclosed by the company on the gem information disclosure website designated by the CSRC.
In March 2019, Dongfang Daoyou’s 2018 audit report issued by Sichuan Huaxin showed that it did not realize its profit commitment of 33.8 million yuan in 2018. Accordingly, when the performance commitment of Dongfang Daoyou expires, the company and other investors determine that Dongfang Daoyou has not completed the performance commitment. In order to further improve the operation and management efficiency, promote the implementation of the company’s development strategy and business layout, and strive to properly solve the above matters that the performance commitment expires and the performance commitment party fails to complete the performance commitment, the company held the third interim meeting of the Fourth Board of directors on March 1, 2019, It is agreed that the company will transfer 9.46% of the shares of Dongfang Daoyou (corresponding to the registered capital of RMB 6.3529 million) held by the company to Beijing Guoyi Hengda Navigation Technology Co., Ltd. (hereinafter referred to as “Guoyi Hengda”), and all rights (including but not limited to the rights of performance compensation commitment) and obligations under the equity will be inherited by Guoyi Hengda at the same time. The transfer does not involve changes in performance commitments. For details, see the announcement on the transfer of equity of participating companies to wholly-owned subsidiaries (Announcement No.: 2019-006) and 2019 annual report (Announcement No.: 2020-018) on the gem information disclosure website designated by the CSRC. On March 28, 2019, the Beijing Higher People’s court made (2017) JMZ No. 695 final civil judgment on the lawsuit between Dongfang Daoyou and Airbus defense due to debt: rejecting Dongfang Daoyou’s appeal. As a result, Dongfang Daoyou was included in the list of dishonest enterprises in August 2019, its Chinese bidding business could not be carried out normally, its business income decreased sharply, and its daily operation was in trouble. The debt payment problem of Dongfang Daoyou led to the fracture risk of daily working capital, and there was significant uncertainty in its sustainable operation. After careful consideration of the major risks arising from the operation of Dongfang Daoyou and sun Bing’s insufficient ability to bear joint and several compensation obligations, Guoyi Hengda and other investors repeatedly deduced the follow-up procedures and possible results of performance compensation. From the perspective of protecting the rights and interests of listed companies and shareholders, Guoyi Hengda and other investors did not separately or jointly raise performance gambling in 2019.
However, in view of the major litigation problems of Dongfang Daoyou leading to significant uncertainty in its continuous operation, based on the principle of prudence, the proposal on fully withdrawing the impairment of Dongfang Daoyou’s long-term equity investment (Announcement No. 2020-011 of the resolution of the board of directors) was considered and adopted at the 21st Meeting of the Fourth Board of directors on April 17, 2020, It is agreed that the company has made a full impairment provision for the long-term equity investment formed by Dongfang Daoyou as of December 31, 2019, which was reviewed and approved by the 2019 annual general meeting of shareholders held on May 13, 2020 (Announcement No. of resolution of the general meeting of shareholders: 2020-032). See the 2019 annual report (Announcement No.: 2020-018) and 2020 annual report (Announcement No.: 2021-014) disclosed by the company on the gem information disclosure website designated by the CSRC for details.
In conclusion, the company’s arrangements for suspending the implementation of performance commitments in the early stage and the relevant memorandum signed did not change the content of performance commitments, did not put forward new commitments, did not constitute a change in performance commitments, and did not damage the interests of listed companies and shareholders.
Question 2: the announcement shows that “Dongfang Daoyou is seriously insolvent, and its continuous operation is uncertain due to major debt problems. At the same time, Dongfang Daoyou has not significantly improved its operating performance in recent years”; As the net asset per share of Dongfang Daoyou is negative, the price of this transaction is determined as 12 million yuan after consultation with the counterparty with reference to the cash balance compensation amount that Guoyi Hengda should recover. The operating revenue of Dongfang Daoyou in 2020 and 2021 was 105 million yuan and 106 million yuan respectively, and the net profit was 1.5594 million yuan and 1.7458 million yuan respectively. Please explain the necessity of this transaction in combination with the causes and background of Dongfang Daoyou’s major debt problems, the specific impact of the debt problems on its sustainable operation ability, the main qualifications, production and operation, orders on hand, etc. Dongfang Daoyou has so far, and whether your company has sufficient basis for judging the uncertainty of its sustainable operation; And explain the rationality of the pricing of this transaction in combination with the reasons and background of your company’s investment in Dongfang Daoyou in 2015, the pricing method, basis and the comparison with this transaction.
reply:
(I) description of uncertainty in the going concern of Dongfang Daoer
1. Situation and impact of major debt problems of Dongfang Daoyou
Founded in 2001, Dongfang Daoyou is mainly committed to the development of spatial geographic information. With the national socio-economic development, the demand for satellite images is increasing, especially for high-resolution satellite remote sensing images. However, at that time, China lacked the ability to obtain high-resolution satellite images. Internationally, only a few countries such as the United States and France had corresponding remote sensing high-resolution satellites and mastered high-resolution image resources. In order to seize the market opportunity, Dongfang Daoyou reached cooperation with Airbus defense in 2011, mainly engaged in the data receiving, sales and distribution business of Pleiades satellite. Later, because the geometric resolution of the satellite did not meet the standard, it had a serious impact on the target market of Dongfang Daoyou. Therefore, after negotiation, Dongfang Daoyou and Airbus defense signed the settlement and termination agreement in August 2014. In September 2016, Airbus defense filed a lawsuit with the people’s Court on Dongfang Daoyou’s failure to pay the payment for goods according to the settlement and termination agreement signed by both parties. On July 31, 2017, Dongfang Daoyou has received the civil judgment of first instance made by Beijing No. 4 Intermediate People’s Court on the dispute over its defense sales contract with Airbus: Dongfang Daoyou shall pay Airbus defense funds of 5050000 euros (or 36389795 yuan at the exchange rate of 1:7.2059 for the same period when euros are converted into people’s currency) and corresponding interest (calculated at the annual interest rate of 7%) within 10 days from the effective date of the judgment 。 On August 21, 2017, Dongfang Daoyou submitted an application for second instance appeal to Beijing Fourth intermediate people’s court. On March 28, 2019, the Beijing Higher People’s court made (2017) JMZ No. 695 final civil judgment on the case: rejected Dongfang Daoyou’s appeal and upheld the original judgment. Since then, Dongfang Daoyou was included in the list of enterprise dishonesty in August 2019 because it was unable to repay its debts. As of December 31, 2021, Dongfang Daoyou has not repaid the debt to Airbus defense, and the accumulated principal and interest of the debt is about 53.2199 million yuan to be repaid.
According to the operation report issued by Dongfang Daoyou, after the final judgment, Dongfang Daoyou has been in a state of dishonesty for a long time, the bidding business in China has not been carried out normally in recent two years, the business income has decreased sharply, and the original market share has been competed by competitors in the industry
