Special verification opinions on the inquiry letter on information disclosure supervision of the 2021 annual report of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
Shanghai Stock Exchange:
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as “sponsor”, ” Dongxing Securities Corporation Limited(601198) “) is the sponsor of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (hereinafter referred to as ” Essence Information Technology Co.Ltd(688555) ” and “the company”) for initial public offering and listing on the science and innovation board Essence Information Technology Co.Ltd(688555) received the inquiry letter on the supervision of information disclosure of the 2021 annual report of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (szkch [2022] No. 0063, hereinafter referred to as the “inquiry letter”) issued by your exchange on May 5, 2022. In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the recommendation institution has carefully verified the matters in the inquiry letter that require the recommendation institution to express opinions, and the specific replies are as follows:
Transaction 1: at the end of the reporting period, the trading financial assets involved an asset management plan with a book value of 1003123 million yuan;
Transaction 2: in 2021, the company and its subsidiaries sold 3050 servers and 550 sets of secure data link storage terminals to five customers including Beijing Zhongke Luchuang Technology Co., Ltd. (hereinafter referred to as Beijing Zhongke Luchuang). The above transactions resulted in an operating income of RMB 800129 million, an operating cost of RMB 722682 million and an asset disposal income of RMB 1.7655 million in the current period; The accounts receivable at the end of the period were 362645 million yuan and other accounts receivable were 219188 million yuan;
Transaction 3: during the construction in progress at the end of the period, the equipment payment of Zhejiang Guantao Intelligent Technology Co., Ltd. (hereinafter referred to as Zhejiang Guantao) and the software payment of Shanghai Guanjin Intelligent Technology Co., Ltd. were prepaid, totaling 382706 million yuan; Transaction 4: among the fixed assets at the end of the period, 1050 servers with a book value of 229033 million yuan were originally hosted by computational power (Fujian) Technology Co., Ltd. The company signed a custody agreement with Yingfa information technology (Xiamen) Co., Ltd. (hereinafter referred to as the custodian) in June 2021, changed the custodian and paid 102709 million yuan to the custodian.
1. About transaction 1
The company is requested to: (1) supplement the specific information of the asset management plan involved in transaction 1, including but not limited to the information of the asset manager and custodian, the investment direction, term and balance of the asset management plan up to now; (2) Explain whether the company’s funds are safe in combination with the current credit status of the asset manager or the product risk of the asset management plan. (inquiry letter question 1)
1、 Verification procedures of recommendation institutions
Obtained and consulted the asset management contract of Xinyuan asset Xintong No. 1 single asset management plan, the asset management contract of Xinyuan asset Xinfu No. 3 single asset management plan (hereinafter referred to as the “asset management contract”), the notice of arrival of entrusted assets, the notice of establishment of asset management plan Application for lowering the total scale of installment payment of “Xinyuan asset Xintong No. 1 single asset management plan” and entrusted property, application for lowering the total scale of installment payment of entrusted property of “Xinyuan asset Xinfu No. 3 single asset management plan” and the receipt issued by Xinyuan asset; Checked the transfer voucher and capital flow of the company and its subsidiary Zhejiang Jinchun Information Technology Co., Ltd. for subscription and redemption of entrusted financial management; Inquire about the basic industrial and commercial data of Xinyuan Asset Management Co., Ltd. (hereinafter referred to as “Xinyuan assets”); Query the registration information of Xinyuan assets in the Fund Industry Association; Obtain the investment statement issued by Xinyuan assets, the 2021 annual report of Xinyuan assets Xintong No. 1 single asset management plan, the 2021 annual report of Xinyuan assets Xinfu No. 3 single asset management plan, and the post investment management report of Xinyuan assets Xintong No. 1 single asset management plan (the fourth quarter of 2021) Post investment management report of Xinyuan Xinfu No. 3 single asset management plan (fourth quarter of 2021); Interview financial manager, director Liu Xuesong (acting chairman) and other relevant personnel.
2、 Verification opinions of the recommendation institution
(1) Specific information of asset management plan
After verification of the asset management contract, the specific information of Xintong No. 1 asset management plan and Xinfu No. 3 asset management plan is as follows:
Asset Manager: Xinyuan Asset Management Co., Ltd
Custodian Bank Of Shanghai Co.Ltd(601229)
This product category is fixed income single asset management plan
The asset management plan invests in the assets with
The main investment direction is financial instruments or products with good liquidity, including but not limited to bank deposits and currencies
Market funds; Treasury bonds, policy financial bonds, local government bonds, central bank bills, etc.
Investment proportion asset management plan belongs to fixed income products, and the proportion invested in creditor’s rights assets
Not less than 80%.
Risk level of this product R2
The duration of this product is 5 years
According to the financial statements of the company and its subsidiary Zhejiang Jinchun, as well as the investment statement issued by Xinyuan assets, the 2021 annual report of Xinyuan assets Xintong No. 1 single asset management plan, the 2021 annual report of Xinyuan assets Xinfu No. 3 single asset management plan, and the post investment management report of Xinyuan assets Xintong No. 1 single asset management plan (the fourth quarter of 2021) According to the post investment management report of Xinyuan asset Xinfu No. 3 single asset management plan (fourth quarter of 2021), the investment orientation and net value of Xintong No. 1 asset management plan and Xinfu No. 3 asset management plan are as follows:
Name investment principal balance as of December 31, 2021
Net value as at 31 December
(1) Hangzhou Hexin Shangying Enterprise Management Consulting Co., Ltd
Partnership (limited partnership) (investment amount)
Xintong No.1 (70000 Shenzhen Quanxinhao Co.Ltd(000007) 021862444, 7000000 yuan)
(2) Caitongbao currency a
(3) CAITONG asset management Hongli medium and short term bond a
(4) E-fonda Suifeng Tianli bond lof
(1) Hangzhou Hexin Shangying Enterprise Management Consulting Co., Ltd
Investment amount of partnership (limited partnership)
Xinfu No. 33000000000 ( Sichuan Hezong Medicine Easy-To-Buy Pharmaceutical Co.Ltd(300937) 13400 yuan)
(2) Xinyuan an Xinbao currency a
(3) Pengyang Huili bond a
(4) E-fonda Suifeng Tianli bond lof
Total 100000 Ping An Bank Co.Ltd(000001) 0031233784
The industrial and commercial information of Hangzhou Hexin Shangying enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Hexin Shangying”) is queried through tianyancha. Its establishment date is December 25, 2020, with a capital contribution of 130 million yuan, a paid in capital of 0 yuan, and the executive partner is Zhejiang Xinyu Technology Co., Ltd., holding 769231% share; The other partners are Xinyuan assets, holding 7692308% share, and Zhejiang CAIDA Communication Technology Co., Ltd. holding 1538462% share.
According to the post investment management report of Xinyuan assets Xintong No. 1 single asset management plan (the fourth quarter of 2021) and Xinyuan assets Xinfu No. 3 single asset management plan (the fourth quarter of 2021), Hexin Shangying invested 30 million yuan in Hangzhou yaoyu Information Technology Co., Ltd. and 100 million yuan in Hangzhou Houdun Trading Co., Ltd.
According to the query results of Tianyan, Hexin Shangying has invested in two companies, namely Hangzhou yaoyu Information Technology Co., Ltd. and Hangzhou Houdun Trading Co., Ltd. Hangzhou keyyu Information Technology Co., Ltd. has a registered capital of 40 million yuan and a paid in capital of 0 yuan. Hexin Shangying holds 75% of the equity (the sponsor is concerned that the legal representative of Hangzhou keyyu Information Technology Co., Ltd. is Chen Yan and the legal representative of Zhejiang Guantao Intelligent Technology Co., Ltd. is the same). Hangzhou Houdun Trading Co., Ltd. has a registered capital of 150 million yuan and a paid in capital of 0 yuan. Hexin Shangying holds 66.67% equity.
As Xinyuan assets did not provide the filing and registration data of Xintong No. 1 and Xinfu No. 3, the investment description, annual report and post investment management report (the fourth quarter of 2021) provided by Xinyuan assets were inconsistent with the investment direction agreed in the asset management contract, and Xinyuan assets did not accept the interview of the sponsor. The sponsor considered that based on the obtained data and verification, The recommendation institution is unable to express opinions on the final investment direction of the entrusted assets and the net value of the entrusted assets.
(2) Security of entrusted assets
Because Xinyuan assets did not provide its credit investigation report, and did not provide the filing and registration materials of Xintong No. 1 and Xinfu No. 3; The investment description, annual report and post investment management report (the fourth quarter of 2021) provided by the sponsor are inconsistent with the investment direction agreed in the asset management contract, and have not been interviewed by the sponsor. The sponsor believes that based on the obtained information and verification, the sponsor is unable to express opinions on the safety of the entrusted assets.
2. About transaction 2
Please the company: (1) supplement the main industrial and commercial information of customers involved in transaction 2, including but not limited to the time of establishment, registered capital, paid in capital, main business areas, etc; (2) Specific information of sales related to supplementary transaction 2, including but not limited to: contract signing time, main terms of the contract, main business model, revenue recognition time and amount, etc; (3) Explain the reasons and criteria for listing the income generated from transaction 2 in operating income and asset disposal income; (4) Explain the reason and rationality of other receivables formed by transaction 2 in combination with the business model of the transaction; (5) Combined with the commercial essence of transaction 2, explain whether there is a fictitious transaction to increase the company’s operating revenue. (inquiry letter question 2)
1、 Verification procedures of recommendation institutions
Check the industrial and commercial data of 5 customers involved in hardware sales, such as Zhongke Luchuang, through Tianyan check; Obtain and consult the purchase contract, payment voucher and acceptance form of products involved in hardware sales, and the sales contract, collection voucher, acceptance form and other traveling materials of products involved in hardware sales; Capital flow of the company and its subsidiaries; Interview with Hangzhou Tianyi Smart City Technology Co., Ltd., Beijing Zhongke Luchuang Technology Co., Ltd. and Jinqiao Network Communication Co., Ltd., and interview with the company’s business personnel, director Mr. Liu Xuesong and the company’s financial manager.
2、 Verification opinions of the recommendation institution
(1) Transaction 2 main business information of customers involved
According to tianyancha, the main industrial and commercial registration information of customers involved in transaction 2 is as follows:
① Zhejiang JunXin Security Service Co., Ltd
Company name: Zhejiang JunXin Security Service Co., Ltd. (hereinafter referred to as “Junxin security”)
Date of establishment: December 18, 2009
Legal representative: Liu Wei
The registered capital is 5 million yuan
Paid in capital: 5 million yuan
Services: guard, patrol, guard, personal guard, security inspection, security technology prevention
Fan. Services: security monitoring system, technical development of computer software and hardware, technical services
Business, computer system integration, security engineering, undertaking exhibitions, non-cultural education for adults
Education and training, non certificate labor vocational skill training for adults (items involving pre-approval)
Business scope (excluding business items), business information consulting (excluding intermediary); Wholesale and retail: computer hardware and software
Pieces, security monitoring equipment, instruments and meters, laboratory equipment and consumables, building materials,
Decoration materials, mechanical and electrical products (except cars), communication equipment and electronic products (except special
Control); Import and export of goods and Technology (items prohibited by national laws and administrative regulations)
Except for projects, projects restricted by laws and administrative regulations can be operated only after obtaining licenses);
All other legal projects that do not need to be submitted for approval.
Security industry group
