Securities code: 002069 securities abbreviation: Zoneco Group Co.Ltd(002069) Announcement No.: 2022 – 05
Reply to the letter of concern about Zoneco Group Co.Ltd(002069) issued by 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.
Zoneco Group Co.Ltd(002069) (hereinafter referred to as “the company” or “the company”) received the attention letter on Zoneco Group Co.Ltd(002069) from Shenzhen Stock Exchange on January 21, 2022 (company Department attention letter [2022] No. 29, hereinafter referred to as “the attention letter”), and now reply to the questions in the letter as follows:
On January 21, 2022, your company disclosed the performance forecast for 2021, which said that your company expects to realize a net profit of 6 million to 9 million yuan attributable to the shareholders of the listed company in 2021, and a net profit of – 80 million to – 120 million yuan after deducting non recurring profits and losses. During the reporting period, you sold the relevant assets of Changdao company and Zhuanghe branch, The income of non recurring profit and loss items such as government subsidies increases, and the net assets attributable to the shareholders of the listed company are expected to be positive at the end of the year. According to the announcement on the provision for impairment of assets in 2021 disclosed by your company on the same day, it is estimated that the provision for depreciation of various inventories in 2021 is 33.6117 million yuan, including 3.3499 million yuan of inventory goods and 28.7044 million yuan of consumable biological assets.
Our department is concerned about this. Please check and explain the following problems.
1、 According to your company’s report for the third quarter of 2021, the net profit attributable to the shareholders of the listed company in the first three quarters of 2021 was -30.009 million yuan, the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -17.9469 million yuan, and the owner’s equity attributable to the shareholders of the listed company was -26.7962 million yuan. Please explain in detail the reasons and rationality of the changes in financial indicators in the fourth quarter, and highlight the significant changes in the owner’s equity attributable to the shareholders of the listed company. On this basis, explain whether your company has the situation of surprise trading at the end of the year to avoid the delisting risk warning of stock trading, as well as the reasonable compliance of relevant accounting treatment.
reply:
As of the third quarter of 2021, the company has realized a net profit of -30.009 million yuan attributable to shareholders of listed companies, a net profit of -17.9469 million yuan attributable to shareholders of listed companies after deducting non recurring profits and losses, and an owner’s equity of -26.7962 million yuan attributable to shareholders of listed companies.
In the fourth quarter, Dalian covid-19 pneumonia epidemic led to the shutdown and shutdown performance of the company’s cold chain industry. Affected by this factor and the provision for asset impairment, the company’s net profit loss after deducting non recurring profits and losses attributable to shareholders of listed companies increased in the fourth quarter, and the company’s annual net profit loss after deducting non recurring profits and losses is expected to be 80 million yuan to 120 million yuan. In the fourth quarter, the company received the government’s subsidy for shutdown of cold chain industry affected by covid-19 pneumonia in Dalian, and the sale of relevant assets of Zhuanghe branch, which increased the company’s income by about 120 million yuan. The company is expected to realize a net profit of 6 million yuan to 9 million yuan attributable to shareholders of Listed Companies in the whole year. In the fourth quarter, the newly increased capital of the company’s e-commerce subsidiary led to an increase of about 40 million yuan in the capital reserve of the consolidated statements of listed companies. The continuous appreciation of RMB led to a decrease in the translation difference of foreign currency financial statements, and other comprehensive income of about 15 million yuan. Affected by the above factors, it is expected that the owner’s equity attributable to the shareholders of listed companies will be positive at the end of the year.
2. Whether there is surprise trading at the end of the year to avoid the delisting risk warning of stock trading and the reasonable compliance statement of relevant accounting treatment
(1) Related transactions
On December 4, 2021, the company disclosed the announcement on the sale of branch assets (Announcement No.: 2021-58) and the announcement on the increased capital of e-commerce subsidiaries (Announcement No.: 2021-57). The participants are Dalian Changying ocean ranch Co., Ltd. (hereinafter referred to as “Changying company”). Changying company is a wholly state-owned enterprise in Changhai County and has no relationship with the company, its controlling shareholder, actual controller, directors, supervisors and senior managers of the company. The company is mainly committed to the industrial development of Changhai marine economy and the integration of high-quality resources. It is the leader of the establishment of marine products e-commerce association by the state-owned assets of Changhai County. It is also the leader of Changhai County Government in building an e-commerce boutique county. At present, it is building an online platform and integrating the industrial chain. Participating in the company’s e-commerce subsidiary, acquiring the assets of Zhuanghe sea cucumber circle and sea cucumber breeding business are in line with the business positioning and strategic development direction of Changying company.
Continuous implementation of slimming plan and prevention of breeding risks are the key work contents of the company in 2021. During the year, the company also carried out many negotiations on slimming plan with relevant interested parties. After multi-party negotiation, the company comprehensively evaluated the transfer price, cooperation conditions and other factors, and finally chose to conclude a transaction with Changying company in December 2021 to formally sign the asset transfer agreement and capital increase agreement. The transaction has fulfilled the necessary audit and asset evaluation procedures and has been deliberated and approved by the board of directors and the general meeting of shareholders of the company. Up to now, the capital increase of e-commerce subsidiary has been completed, and the company has received 25 million yuan of capital increase on December 29, 2021,
The change of business license shall be completed on December 31, 2021. With regard to the asset transfer of Zhuanghe branch, the company has received the transfer amount of 95 million yuan on December 30, 2021 and completed the asset delivery on the day of receiving the amount. At present, it is cooperating with Changying company to transfer the property rights of relevant assets.
Based on the company’s future operation plan and current operation status, this transaction is a measure to further reduce the cost and increase efficiency, optimize the asset structure, prevent breeding risks, and improve the company’s sustainable operation ability and future market competitiveness. It has a positive impact on the company’s current and future financial and operation status, which is in line with the interests of the company and shareholders.
(2) Relevant accounting treatment
The asset transfer of Zhuanghe branch includes fixed assets, intangible assets, inventories, etc. the company has conducted accounting treatment in accordance with the relevant provisions of accounting standards for Business Enterprises No. 4 – fixed assets, accounting standards for Business Enterprises No. 6 – intangible assets and accounting standards for Business Enterprises No. 14 – income (revised in 2017), resulting in a total increase of income and current profit of about 70 million yuan; The newly increased capital of the e-commerce subsidiary is an equity transaction, and the company carries out accounting treatment in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 2 – long term equity investment (2014 Revision) and the accounting standards for Business Enterprises No. 33 – consolidated financial statements (2014 Revision), Increase the capital reserve of the company’s consolidated statements and the net assets attributable to the shareholders of the listed company by about 40 million yuan.
To sum up, the above asset sales and investment absorption transactions have commercial essence, are in line with the company’s development strategy and the interests of shareholders, and the transaction pricing is reasonable and fair. There is no surprise transaction at the end of the year to avoid the delisting risk warning of stock trading, and the relevant income is recognized in accordance with the accounting treatment.
2、 Explain in detail the reasons, basis and rationality of the provision for inventory falling price, and focus on the impairment of consumable biological assets. On this basis, further explain the adequacy of your company’s provision for impairment of relevant assets. reply:
1. Overview of provision for inventory falling price
Unit: 10000 yuan
The beginning balance of the project is withdrawn in the current period, and the ending balance is reduced in the current period
Reversal or write off
Raw materials 293.45 155.74 287.93 161.26
WIP 14.66 10.37 4.29
Stock 908.41 334.99 586.91 656.49
Expendable biological assets 226.03 2870.44 226.03 2870.44
Total 1442.55 3361.17 1111.24 3692.48
2. Basis for withdrawing inventory falling price reserves
According to the requirements of accounting standards for Business Enterprises No. 1 – inventory, accounting standards for Business Enterprises No. 5 – biological assets, accounting standards for Business Enterprises No. 8 – asset impairment and Application guide, the company checks all inventories at the end of the period and carries out impairment test according to the requirements. The specific calculation methods are as follows:
After a comprehensive inventory of inventories at the end of the period, the inventory falling price reserves shall be withdrawn or adjusted according to the lower of the inventory cost and net realizable value. The net realizable value of finished products, goods in stock, materials for sale and other goods inventories directly for sale shall be determined by the amount of the estimated selling price of the inventory minus the estimated selling expenses and relevant taxes in the normal process of production and operation; For the inventory of materials that need to be processed, in the normal production and operation process, the net realizable value is determined by the estimated selling price of the finished products minus the estimated cost to be incurred at the time of completion, estimated selling expenses and relevant taxes; The net realizable value of inventories held for the execution of sales contracts or labor contracts is calculated based on the contract price. If the quantity of inventories held is more than the quantity ordered in the sales contract, the net realizable value of excess inventories is calculated based on the general sales price.
At the end of the period, the inventory falling price reserves are accrued according to a single inventory item; However, for the inventory with large quantity and low unit price, the inventory falling price reserves shall be withdrawn according to the inventory category; If the inventories are related to the product series produced and sold in the same region, have the same or similar end use or purpose, and are difficult to be measured separately from other items, the inventory falling price reserves shall be accrued jointly.
If the factors affecting the previous write down of inventory value have disappeared, the amount of write down shall be restored and reversed within the amount of inventory falling price reserve originally withdrawn, and the reversed amount shall be included in the current profit and loss.
The company shall inspect the consumptive biological assets and productive biological assets at least at the end of each year, and there is conclusive evidence that the net realizable value of consumptive biological assets or the recoverable amount of productive biological assets is lower than its book value due to natural disasters, pests, animal diseases or changes in market demand, According to the difference between the net realizable value or the recoverable amount and the book value, the provision for depreciation or impairment of biological assets shall be withdrawn and included in the current profits and losses.
If the factors affecting the impairment of consumptive biological assets have disappeared, the write down amount shall be restored, and shall be reversed within the originally accrued depreciation reserve, and the reversed amount shall be included in the current profit and loss. Once the provision for impairment of productive biological assets is withdrawn, it shall not be reversed. 3. Reasons for withdrawing inventory falling price reserves
(1) Raw materials and goods in stock
The company estimates that the provision for inventory falling price of raw materials at the end of the period is 1.5574 million yuan, which is mainly due to the decline in the market price of some imported cod raw materials; The provision for inventory falling price of goods in stock is 3.3499 million yuan, mainly because the net realizable value of some export products is lower than the book cost due to the decline of exchange rate and other reasons.
(2) Expendable biological assets
The company estimates that the provision for depreciation of consumable biological assets at the end of the period is 28.7044 million yuan, which is the impairment of bottom sowing shrimp scallop. At the end of December 2021 and the first and middle of January 2022, the personnel of the national marine environment monitoring center, the annual audit accounting firm and the company jointly conducted a resource survey on the shrimp scallop planted at the bottom of the seedling in 2019 and 2020 in the Zoneco Group Co.Ltd(002069) area. The company calculates the net realizable value and impairment provision of bottom seeded shrimp and scallop according to the on-site resource survey data, the book cost of bottom seeded shrimp and scallop and other relevant financial data at the end of the period, and the relevant provisions of the accounting standards for business enterprises.
Since the stock of bottom seeded shrimp scallop resources invested in 2020 is too low, and the net realizable value is lower than its book value, the impairment provision is withdrawn according to the difference between the net realizable value and the book value. According to the survey, the ending resource stock of bottom seeded shrimp scallop in 2020 is estimated to be 25.6498 million, the estimated sales revenue is 65.92 million yuan, the estimated harvest cost is 21.232 million yuan, and the estimated net realizable value is 44.6880 yuan, which is 28.7044 million yuan compared with the ending book cost of 73.3924 million yuan. Therefore, the provision for impairment is 28.7044 million yuan. The net realizable value of the bottom seeded shrimp scallop in 2019 is higher than the book cost, so there is no need to make provision for inventory falling price.
Calculation of net realizable value and impairment loss of bottom seeded shrimp scallop scallop:
Estimated net realizable value at the end of the period
Ending stock
