Stock code: 002073 Securities abbreviation: Soft Holdings Announcement number: 2021-047
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
Important Content Tips:
1. The board of directors, the board of supervisors and the directors, supervisors and senior management ensure that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or material omissions, and bear individual and joint legal liabilities.
2. The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting institution (accounting supervisor) declare: to ensure that the financial information in the quarterly report is true, accurate and complete.
3. Whether the third quarter report is audited
□ Yes √ No
First, the main financial data
(1) Main accounting data and financial indicators
Whether the company is required to retroactively adjust or restate previous year's accounting data
(2) Non-recurring profit and loss items and amounts
√ Applicable □ Not applicable
Unit: Meta
Other specific cases of P&L items that meet the definition of non-recurring profit or loss:
□ Applicable √ Not applicable
The Company does not have other specific circumstances of profit or loss items that meet the definition of non-recurring profit or loss.
The non-recurring profit and loss items listed in the Interpretive Announcement on the Disclosure of Information of Companies Publicly Offering Securities No. 1 - Non-recurring Profit and Loss are defined as recurring profit and loss items
The Company does not have the situation of defining the non-recurring profit and loss items listed in the Interpretive Announcement on the Disclosure of Information of Companies Publicly Offering Securities No. 1 - Non-recurring Profit and Loss as recurring profit or loss items.
(3) The circumstances and reasons for the changes in the main accounting data and financial indicators
Balance sheet items:
(1) Trading financial assets: The balance of this item increased by 536.43% compared with the beginning of the period, mainly due to the increase in bank wealth management assets in the current period.
(2) Advance payment: The balance of this item increased by 57.26% compared with the beginning of the period, mainly due to the increase in the advance purchase payment to suppliers in the current period.
(3) Inventory: The balance of this item increased by 60.19% compared with the beginning of the period, mainly due to the large year-on-year increase in rubber machinery business orders and the increase in projects.
(4) Construction in progress: The balance of this project increased by 189.54% compared with the beginning of the period, mainly due to the increase in the construction of engineering equipment and plant areas of subsidiaries in the current period.
(5) Other non-current assets: The balance of this project increased by 143.24% compared with the beginning of the period, mainly due to the increase in the advance payment of engineering equipment of subsidiaries.
(6) Short-term borrowings: The balance of this project decreased by 51.06% compared with the beginning of the period, mainly due to the reduction of short-term borrowings by banks.
(7) Bills payable: The balance of this item increased by 70.50% compared with the beginning of the period, mainly due to the large number of external invoices and settlements in the current period.
(8) Contract liabilities: The balance of this project increased by 76.85% compared with the beginning of the period, mainly due to the large amount of goods received in advance from external customers in the current period.
(9) Remuneration payable to employees: The balance of this item decreased by 49.58% compared with the beginning of the period, mainly due to the current payment of wages and salaries accrued at the end of the previous year.
(10) Taxes payable: The balance of this item decreased by 40.30% compared with the beginning of the period, mainly due to the tax paid in the current period of income tax accrued at the end of the previous year.
(11) Other current liabilities: The balance of this item increased by 78.79% compared with the beginning of the period, mainly due to the increase in contract liabilities, corresponding to the increase in items to be resold.
(12) Long-term borrowings: The balance of this project increased by 615.34% compared with the beginning of the period, mainly due to the increase in long-term borrowings of banks.
(13) Deferred income: The balance of this project increased by 32.92% compared with the beginning of the period, mainly due to the increase in government subsidies received in the current period.
(14) Other comprehensive income: The balance of this item decreased by 69.46% compared with the beginning of the period, mainly due to the change in the fair value of investments in other equity instruments.
Income statement items:
(1) Operating income: The number of reporting periods of this project increased by 73.30% over the same period of the previous year, mainly due to the effective control of the domestic epidemic in the current period and the gradual growth of business; at the same time, the scope of consolidation in the current period increased Shandong Dongfang Hongye New Material Technology Co., Ltd.
(2) Operating costs: The number of reporting periods of this project increased by 83.19% over the same period of the previous year, mainly due to the increase in costs caused by the growth of revenue in the current period.
(3) Taxes and surcharges: The number of reporting periods for this project increased by 36.49% over the same period of the previous year, mainly due to some taxes and additional reductions and exemptions during the epidemic period in the same period of the previous year.
(4) R&D expenses: The number of reporting periods of this project increased by 37.41% compared with the same period of the previous year, mainly due to the increase in R&D investment in this period.
(5) Financial expenses: The number of reporting periods of this project decreased by 41.75% compared with the same period of the previous year, mainly due to the capitalization of some borrowing interest in the current period.
(6) Investment income: The number of reporting periods of this project increased by 44.33% over the same period of the previous year, mainly due to the investment dividends received in the current period.
(7) Credit impairment loss: The number of reporting periods of this project increased by 310.58% compared with the same period of the previous year, mainly due to the increase in bad debts accrued by aging in the current period.
(8) Profit and loss on disposal of assets: The number of reporting periods of this project decreased by 91.63% compared with the same period of the previous year, mainly due to the large disposal of assets in the same period of the previous year.
(9) Non-operating income: The number of reporting periods of this project decreased by 49.39% compared with the same period of the previous year, mainly due to the decrease in government subsidies in the current period.
(10) Non-operating expenses: The number of reporting periods of this project increased by 129.13% over the same period of the previous year, mainly due to the large scale of asset scrapping in the current period.
(11) Income tax expense: The number of reporting periods of this project decreased by 31.91% compared with the same period of the previous year, mainly due to the decline in income tax expense in the current period.
2. Shareholder Information
(1) The total number of common shareholders and the number of preferred shareholders whose voting rights have been restored and the shareholding of the top ten shareholders
Unit: Shares
(2) The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders
3. Other important matters
4. Quarterly financial statements
(1) Financial statements
1. Consolidated balance sheet
Compilation unit: Soft Control Co., Ltd
Published: September 30, 2021
Legal representative: Guan Bingzheng Person in charge of accounting work: Zhang Yao The person in charge of the accounting institution: Liao Yongjian
2. Consolidate the income statement from the beginning of the year to the end of the reporting period
In the event of a merger of enterprises under the same control in the current period, the net profit realized by the merged party before the merger is: 0.00 yuan, and the net profit realized by the merged party in the previous period is 0.00 yuan.
3. Consolidate the cash flow statement from the beginning of the year to the end of the reporting period
(2) Explanation of the adjustment of the financial statements
1. The first implementation of the new lease standard from 2021 to adjust the relevant items of the financial statements at the beginning of the year for the first time
Whether the balance sheet accounts at the beginning of the year need to be adjusted
√ Yes □ No
Consolidated balance sheets
Adjustments
The Ministry of Finance promulgated the revised Accounting Standard for Business Enterprises No. 21 - Leases (Cai Hui [2018] No. 35) in 2018, and the Company implemented the above new lease accounting standards from 1 January 2021. In accordance with the new Leases Accounting Standards, the Company adjusts the prepaid rent portion of the advance payment to the right-of-use assets and accrues depreciation expenses; for small short-term leases and low-value leases, it is still accounted for according to the original measurement method, and the right-of-use assets and lease liabilities are not recognized. This matter does not involve adjustments to retained earnings at the beginning of the reporting period.
2. From 2021, the new leasing standard will be implemented retrospectively to adjust the comparative data description in the previous period
(3) Audit report
Whether the third quarter report was audited
The Company's third quarter report is unaudited.
Soft Control Co., Ltd
Board of Directors
October 18, 2021
Stock code: 002073 Securities abbreviation: Soft Holdings Announcement number: 2021-045
Announcement of the resolution of the seventeenth meeting of the seventh board of directors
The 17th meeting of the 7th Board of Directors of Soft Holdings Co., Ltd. (hereinafter referred to as the "Company") was notified by email on October 15, 2021, and was held on October 18, 2021 at 10:00 a.m. in the conference room of the Company's R&D Building in a combination of on-site and communication. There are 7 directors who should participate in the voting at the meeting, and 7 directors who actually participate in the voting, of which 2 directors attended the meeting by means of communication voting, namely Mr. Wang Jie, an independent director, and Mr. Li Qian, an independent director.
The meeting was presided over by Mr. Bingzheng, chairman of the board of directors of the company, and the secretary of the board of directors and some senior management personnel attended the meeting as observers. The convening of this meeting conforms to the relevant provisions of the Company Law, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Articles of Association of the Company, and the resolutions of the meeting are legal and valid.
After the voting of the directors attending the meeting, the following resolutions were formed:
1. Deliberate and approve the "Company's Third Quarter Report of 2021".
The company's "2021 Third Quarter Report" (Announcement No. 2021-047) can be found on Juchao Information Network (http://www.cninfo.com.cn) and Securities Times, China Securities News, Shanghai Securities News, and Securities Daily.
Voting result: 7 votes in favour, 0 abstentions, 0 votes against.
2. Deliberate and pass the "Proposal on The Use of Idle Raised Funds to Temporarily Supplement Liquidity".
The company intends to use no more than 400 million yuan of idle raised funds to temporarily supplement the working capital, and the period of use shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for the raised funds in a timely manner after expiration.
The independent directors expressed an independent opinion agreeing, and the independent directors' independent opinions on matters related to the seventeenth meeting of the seventh board of directors can be found on the Juchao Information Network (http://www.cninfo.com.cn).
The sponsoring institution issued a verification opinion, and the "Verification Opinion of Guojin Securities Co., Ltd. on the Use of Idle Raised Funds by Soft Holding Co., Ltd. to Temporarily Supplement Liquidity" is detailed in Juchao Information Network (http://www.cninfo.com.cn).
The Announcement on the Use of Idle Raised Funds to Temporarily Supplement Liquidity (Announcement No. 2021-048) is detailed in Juchao Information Network (http://www.cninfo.com.cn) and Securities Times, China Securities News, Shanghai Securities News, and Securities Daily.
This is hereby announced.
Stock code: 002073 Securities abbreviation: Soft Holdings Announcement number: 2021-046
The resolution of the fifteenth meeting of the seventh session of the Board of Supervisors was announced
The Company and all members of the Supervisory Board warrant that the content of the information disclosure is true, accurate and complete, and that there are no false statements, misleading statements or material omissions.
The 15th meeting of the 7th Supervisory Board of Soft Control Co., Ltd. (hereinafter referred to as the "Company") was notified by email on October 15, 2021, and was held on October 18, 2021 at 11:00 a.m. in the conference room of the Company's R&D Building. At this meeting, 3 supervisors shall participate in the voting, 3 supervisors shall actually participate in the voting, and all supervisors shall attend the meeting on the spot.
The meeting was presided over by Ms. Sun Zhihui, Chairman of the Supervisory Board, and the Secretary of the Board of Directors and some senior management personnel attended the meeting as observers. The convening of this meeting is in accordance with the Company Law, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Articles of Association of the Company, and the resolutions of the meeting are legal and valid.
After the vote of the supervisors attending the meeting, the following resolutions were formed:
After review, the Board of Supervisors believes that the procedures for the Board of Directors to prepare and review the Company's "Third Quarter Report of 2021" comply with the provisions of laws, administrative regulations and the China Securities Regulatory Commission, and the content of the report is true, accurate and complete to reflect the actual situation of the listed company, and there are no false records, misleading statements or material omissions.
Voting result: 3 votes in favour, 0 abstentions, 0 votes against.
After review, the company's use of idle raised funds to temporarily supplement the liquidity is only used for production and operation related to the company's main business, does not affect the normal progress of the investment projects of the raised funds, can improve the efficiency of the use of the raised funds, reduce financial costs, in line with the actual operation of the company, will not affect the implementation of other raised funds projects, and there is no harm to the interests of shareholders. Therefore, the Supervisory Board agreed to use the idle raised funds to temporarily supplement the working capital.
The Board of Supervisors
Stock code: 002073 Securities abbreviation: Soft Holdings Announcement number: 2021-044
Regarding the use of idle raised funds for temporary supplementation
Announcement that the working capital has been fully returned
The 12th meeting of the 7th Board of Directors and the 10th meeting of the 7th Supervisory Board held on December 17, 2020 and the 10th meeting of the 7th Supervisory Board of Soft Holdings Co., Ltd. (hereinafter referred to as the "Company") deliberated and passed the "Proposal on The Use of Idle Raised Funds to Temporarily Supplement Liquidity", and agreed that the Company should use no more than 400 million yuan of idle raised funds to temporarily supplement the working capital for a period of no more than 12 months from the date of deliberation and approval by the Board of Directors of the Company. For details, please refer to the "Announcement on the Use of Idle Raised Funds to Temporarily Supplement Liquidity" (Announcement No. 2020-058) published by the Company on the Juchao Information Network (http://www.cninfo.com.cn). According to the above decision, the company actually used 400 million yuan of idle raised funds from the special account for raising funds to temporarily supplement the working capital.
As of the date of this announcement, the Company has returned all the idle raised funds of RMB400 million temporarily used to supplement the working capital to the special account for the raised funds, and has notified the Company's sponsoring institutions and sponsors of the situation.
board of directors
Stock code: 002073 Securities abbreviation: Soft Holdings Announcement number: 2021-048
Soft Control Co., Ltd. about the use
Announcement of idle raised funds to temporarily supplement liquidity
On October 18, 2021, the seventeenth meeting of the 7th Board of Directors of Soft Holdings Co., Ltd. (hereinafter referred to as "the Company" or "the Company" or "Soft Holdings") passed the "Proposal on The Use of Idle Raised Funds to Temporarily Supplement Liquidity" by 7 votes in favor, 0 votes against and 0 abstentions, and agreed that the Company shall use no more than 40% of the funds under the premise of ensuring the capital requirements for the construction of the investment projects of the raised funds and ensuring the normal progress of the investment projects of the raised funds. The idle funds raised in the 2016 non-public offering of shares of 0 million yuan temporarily supplement the working capital, and the period of use shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for the raised funds in a timely manner after expiration. The relevant matters are hereby announced as follows:
First, the basic situation of funds raised
According to the China Securities Regulatory Commission's Reply on Approving the Non-Public Offering of Shares of Soft Holdings Co., Ltd. (CSRC Approval [2016] No. 1367) dated June 22, 2016, the total number of RMB ordinary shares (A shares) approved by the Company shall not exceed 127,000,000 shares. The Company actually issued 123,198,417 RMB ordinary shares (A shares) with a par value of RMB1 per share at an issue price of RMB10.30 per share, raising a total of RMB1,268,943,695.10, and after deducting the issuance fee of RMB23,123,198.42 including tax, the net proceeds raised were RMB1,245,820,496.68. Among them, the included share capital is RMB123,198,417.00 and the included capital reserve is RMB1,122,622,079.68.
The above-mentioned raised funds have all been in place on October 11, 2016, and have been verified by Zhongxinghua Certified Public Accountants (Special General Partnership), which issued a capital verification report of "Zhongxinghua Verification [2016] No. SD03-0011", and the Company has implemented special account management for the raised funds.
2. The use of funds raised
1. The use of funds raised
As of the disclosure date of this announcement, the Company has actually used the raised funds of 935.0419 million yuan for the "Tire Smart Factory R&D Center" project, repayment of corporate bonds and bank loans, and the use of the raised funds in each project is as follows:
Unit: RMB 10,000
Note: The amount of (1) is a total of 859.5926 million yuan for the two fund-raising projects terminated, as well as the interest income and wealth management income generated.
As of the disclosure date of this announcement, the specific deposits of the company's fundraising are as follows:
Unit of amount: RMB
2. Idle fundraising
On October 24, 2016, the fourth meeting of the sixth board of directors of the company deliberated and passed the "Proposal on Using Part of the Idle Raised Funds to Purchase Wealth Management Products", and agreed that the Company and its subsidiaries should use no more than 450 million yuan (including the principal amount) of idle raised funds to purchase wealth management products, and the investment period should not exceed 12 months. Funds can be used on a rolling basis during the above amounts and periods.
On October 19, 2017, the eleventh meeting of the sixth board of directors of the company deliberated and passed the "Proposal on Using Part of the Idle Raised Funds to Purchase Wealth Management Products", and agreed that the Company and its subsidiaries should use no more than 800 million yuan (including the principal amount) of idle raised funds to purchase wealth management products, and the investment period should not exceed 12 months. Funds can be used on a rolling basis during the above amounts and periods.
On October 15, 2018, the seventeenth meeting of the sixth board of directors of the company deliberated and passed the "Proposal on Continuing to Use Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company and its subsidiaries should use no more than 1 billion yuan (including the principal amount) of temporarily idle raised funds for cash management, and the investment period should not exceed 12 months. Funds can be used on a rolling basis during the above amounts and periods.
On October 17, 2019, the third meeting of the seventh board of directors of the company deliberated and passed the "Proposal on Continuing to Use Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company and its subsidiaries should use no more than 400 million yuan (including the principal amount) of the temporarily idle raised funds for cash management, and the investment period should not exceed 12 months. Funds can be used on a rolling basis during the above amounts and periods.
On October 27, 2020, the company held the eleventh meeting of the seventh board of directors to deliberate and pass the "Proposal on Continuing to Use Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company and its subsidiaries should use no more than 400 million yuan (including the principal amount) of temporarily idle raised funds for cash management, and the investment period should not exceed 12 months. Funds can be used on a rolling basis during the above amounts and periods.
The principal and interest of the aforementioned raised funds have matured and are fully returned to the special account for the raised funds.
3. The return of the previous idle raised funds to temporarily supplement the liquidity
The twelfth meeting of the 7th Board of Directors of the Company held on December 17, 2020 deliberated and passed the "Proposal on The Use of Idle Raised Funds to Temporarily Supplement Liquidity", and agreed to use the idle raised funds of not more than 400 million yuan to temporarily supplement the working capital, and the period of use shall not exceed 12 months from the date of deliberation and approval by the Board of Directors, and will be returned to the special account for the raised funds in a timely manner after expiration. For details, please refer to the "Announcement on the Use of Idle Raised Funds to Temporarily Supplement Liquidity" (Announcement No. 2020-058) published by the Company on The http://www.cninfo.com.cn on December 19, 2020.
As of the date of disclosure of this announcement, all the above-mentioned raised funds have been returned to the special account for the raised funds.
3. The plan to use the idle raised funds to temporarily supplement the working capital
Due to the large number of new orders added by the company, in order to improve the efficiency of the use of the raised funds, the company intends to use the idle raised funds to temporarily supplement the working capital for the purchase of raw materials, daily operations and other production and operation related to the main business. According to the calculation of the loan market quotation rate (LPR) of the Chinese Minmin Bank during the period of use, it is expected to save about 6 million yuan in financial expenses. According to the relevant provisions of the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange and the Management System for Funds Raised by Soft Holding Co., Ltd., the Company intends to use the idle raised funds of RMB 400 million to temporarily supplement the working capital, and the period of use shall not exceed 12 months from the date of deliberation and approval of the Board of Directors, and will be returned to the special account for the raised funds in a timely manner after expiration.
4. Explanations and commitments
1. The company will do a good job in the deposit, management and use of the raised funds in strict accordance with the provisions of the "Csrcace Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and the "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange". Before the expiration of the period for temporarily supplementing the liquidity with part of the idle raised funds, it will be returned to the special account for the raised funds in a timely manner. If the actual investment progress of the raised funds investment project exceeds expectations due to construction needs, the company will return it in advance to ensure the normal progress of the raised capital investment project.
2. The use of idle raised funds to temporarily supplement the liquidity will not change or disguise the use of the raised funds, and the temporary supplementary liquidity is limited to the production and operation related to the main business, and will not be used for new share placement, subscription, or for stocks and their derivatives, convertible corporate bonds and other transactions through direct or indirect arrangements.
3. The company has not made risk investments such as securities investment in the past 12 months, and promises not to make risk investments such as securities investment during the period of using idle raised funds to temporarily supplement working capital.
5. Opinions of independent directors
The independent directors believe that the use of idle raised funds to temporarily supplement the working capital is in line with the actual situation of the company, is conducive to improving the efficiency of the use of the raised funds, reducing financial expenses, has a positive role in promoting the overall efficiency of the company, is a prudent decision made by the company in combination with the macro environment, strategic adjustment and the actual situation of the project, fulfills the necessary approval procedures, and complies with the Company Law, the Securities Law, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, and the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange. And other laws, regulations and normative documents, as well as the "Articles of Association" and "Soft Control Co., Ltd. Raised Funds Management System", there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders; there is no conflict with the implementation plan of the fund-raising project, it does not affect the normal progress of the fund-raising project, and there is no disguised change in the direction of the raised funds and damage to the interests of shareholders.
In summary, the independent directors agreed that the company would use the idle raised funds to temporarily supplement the working capital.
6. Opinions of the Board of Supervisors
The fifteenth meeting of the seventh session of the Supervisory Board of the Company passed the "Proposal on The Use of Idle Raised Funds to Temporarily Supplement Liquidity" with 3 votes in favor, 0 votes against and 0 abstentions.
The Board of Supervisors believes that the company's use of idle raised funds to temporarily supplement the liquidity is only used for production and operation related to the company's main business, does not affect the normal progress of the investment projects of the raised funds, is conducive to improving the efficiency of the use of the raised funds, reduces financial expenses, is in line with the actual operation of the company, will not affect the implementation of other raised funds projects, will not affect the normal operation of the company, and does not harm the interests of shareholders. Therefore, the Supervisory Board agreed to use the idle raised funds to temporarily supplement the working capital.
7. Opinions of the sponsoring institution
After verification, Guojin Securities believes that the use of no more than 400 million yuan of idle raised funds to temporarily supplement the liquidity of Soft Holdings has fulfilled the necessary decision-making procedures, and the relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and the consent of the independent directors has been obtained, which is in line with the provisions of relevant laws, regulations and normative documents on the decision-making procedures for the use of the raised funds.
In summary, the sponsoring institution has no objection to the use of part of the idle raised funds by the soft holdings to temporarily supplement the liquidity.
8. Documents for reference
1. Resolution of the seventeenth meeting of the seventh board of directors of the company;
2. Resolution of the 15th meeting of the 7th Supervisory Board of the Company;
3. The independent directors of the company on the matters related to the seventeenth meeting of the seventh board of directors;
4. Verification opinion of Guojin Securities Co., Ltd. on the use of idle raised funds by Soft Control Co., Ltd. to temporarily supplement working capital.