Zjbc Information Technology Co.Ltd(000889) independent director
Independent opinions on matters related to the letter of concern of Shenzhen Stock Exchange
In accordance with the Listing Rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant provisions, as an independent director of Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as the "company"), we, based on the principles of diligence and independent judgment, Now we have checked the matters related to the letter of concern about Zjbc Information Technology Co.Ltd(000889) (company department concern letter [2021] No. 465) and made the following independent opinions:
Question 1: please explain your company's management mode and actual management effect on its business, finance, personnel and major matters since the acquisition of Jiahua information. Your company is requested to supplement whether various situations described in the announcement on loss of control of wholly owned subsidiaries have occurred for the first time since your company acquired Jiahua information, and if so, explain the specific matters leading to such situations; If not, explain the historical situation of relevant situations, whether your company has determined that Jiahua information is out of control in a timely and reasonable manner, and provide sufficient and objective basis, and whether it is appropriate and sufficient for your company to include it in the consolidated financial statements in the early stage. The accountants and independent directors of your company are requested to check and express clear opinions.
Opinions of independent directors:
In view of the above problems, we consulted the company's annual report, semi annual report, quarterly report and relevant audit reports, internal control reports, relevant announcements of the company, special reporting materials and relevant supporting documents provided by the company, and interviewed the company's senior managers and annual audit accountants, Combined with the provisions of accounting standards for Business Enterprises No. 33 - consolidated financial statements, this paper analyzes and compares them one by one. According to the above verification, we believe that after the completion of the acquisition of Jiahua information, although there have been disputes such as arbitration with the counterparties and Jiahua information, its management and employees do not cooperate with the company in relevant management, the company can still control the board of directors Master the company's seal and communicate with the management to manage Jiahua information. It is reasonable for the company to treat Jiahua information as a consolidated statement based on the principle of prudence.
In conclusion, according to the operation and management of Jiahua information at that time, it is appropriate for the company to include it in the scope of consolidated financial statements from the completion of acquisition to the third quarter of 2021.
Question 2: on November 11, 2021, your company disclosed the announcement on the reply to the letter of concern of Shenzhen Stock Exchange, which said that since June 1, 2021, your company has uniformly changed the bank account, bank U shield and financial seal of Jiahua information and put them under the management of the company. By 2021, the company has released the third quarterly report, Your company has not touched the standards related to the loss of control of subsidiaries. Please describe in detail the specific changes in the company's control over Jiahua information before and after the third quarterly report of 2021, the specific basis for your company to determine that Jiahua information is out of control, and whether the relevant basis is sufficient, in accordance with the situation specified in article 2.5.18 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. The annual audit accountant and independent directors are requested to check and express clear opinions.
Opinions of independent directors:
In view of the above problems, we consulted the company's annual report, semi annual report, quarterly report and relevant audit reports, internal control reports, relevant announcements of the company, special reporting materials and relevant supporting documents provided by the company, and interviewed the company's senior managers and annual audit accountants, Combined with the provisions of accounting standards for Business Enterprises No. 33 - consolidated financial statements, this paper analyzes and compares them one by one.
Combined with the facts obtained from the verification, we believe that when the company prepares and publishes the third quarter report of 2021, although disputes such as arbitration with counterparties and Jiahua information, its management and employees do not cooperate with the company in relevant management, the company can still control the company's board of directors, master the company's seal It is reasonable for the company to treat Jiahua information as a consolidated statement based on the principle of prudence.
However, from November 15, 2021 to the date of issuance of this independent opinion, five senior executives of Jiahua information refused to sign the confirmation of employees' due diligence and provide the relevant materials required by the company list, so the company has been unable to supervise Jiahua information to implement the corresponding business plan and Risk management procedure (item 2), requiring Jiahua information to report major events to the company (item 3), implementing the performance appraisal system of Jiahua information (item 6), and because the general manager and chief financial officer of Jiahua information refuse to cooperate to provide Jiahua information and detailed financial data of each company within the scope of consolidation, The company has been unable to regularly obtain the quarterly or monthly reports of Jiahua information, including balance sheet, income statement, cash flow statement, statement of funds provided to others and external guarantee (item 5).
In addition to combining the above facts and the provisions of article 2.5.18 of the original guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company, in combination with the requirements of Article 8 of the accounting standards for Business Enterprises No. 33 - consolidated financial statements, has a clear understanding of the relevant activities and decision-making procedures of Jiahua information, the ability to lead the relevant activities of Jiahua information After careful evaluation, we believe that the fact that the company has lost control of Jiahua information is sufficient and reasonable, which is in line with the current actual situation of Jiahua information operation and management.
Question 3: it is announced that your company is unable to obtain the complete financial data of Jiahua information and perform on-site audit. At the same time, your company is unable to grasp the actual operation, asset status and potential risks of Jiahua information. Please add that your company can not grasp the actual operation of Jiahua information and other information, withdraw the asset impairment provision of RMB 1.480 billion for its long-term equity investment balance, confirm the basis and rationality of the investment loss of RMB 287 million, the accuracy of the impairment and investment loss, and whether there is a financial "big bath". Accountants and independent directors are invited to check and express clear opinions.
Opinions of independent directors:
In response to the above problems, we interviewed the company's senior management and annual audit accountant, reviewed the reply to the letter of concern for Zjbc Information Technology Co.Ltd(000889) issued by Asia Pacific (Group) accounting firm (special general partnership) and the explanatory documents provided by the company, and believed that due to the company's loss of control over Jiahua information, the company based on the principle of prudence, The book value of the long-term equity investment of Jiahua information is proposed to be 1.48 billion yuan, and the impairment provision is fully accrued. Meanwhile, after losing control over Jiahua information, the company has been unable to exercise the rights of shareholders, affecting the return amount, and the original relevant rights and interests may not be realized. It is proposed to include the cumulative net profit attributable to the listed company of RMB 287 million realized from June 2018 to September 2021 in the investment loss, The accounting treatment conforms to the actual situation of the company and the relevant provisions of the accounting standards for business enterprises, and there is no financial "big bath".
Independent directors: Hao Zhenping, Hu Feng, Wang Yan January 20, 2022
