The application materials are displayed:(1) During the reporting period, in order to solve problems such as intra-industry competition, the issuer and Ingdan Innovation carried out asset restructuring; In December 2019, Edan Innovations integrated the relevant entities of chip distribution into Cotone Industries, and the consideration payable by Cocom Innovation Hong Kong, Gouda Holdings, and Qianhai Dendan Communications during the restructuring process was offset within Dendan Innovation at the end of 2019, and the transaction consideration did not need to be paid separately.
(2) In December 2019, Ingdan Technology Shenzhen will entrust all the rights enjoyed by the organizer of the Ingdan Research Institute to Ketong Industry for exercise; Later, due to the change of the business positioning of the Ingdan Research Institute, the issuer terminated the custody agreement with Ingdan Technology Shenzhen in September 2021. （3）ezrobot,inc.The consideration for the 51% equity interest was HK$180 million, and the transaction consideration for the 100% equity interest in Mannsen Technology was HK$67.76 million, and the transaction consideration was determined through negotiation between the parties based on the results of the appraisal report issued.
(4) From February 2021 to the present, Luo Wenfu, an employee of the issuer, has worked for the issuer's subsidiary, Mancheng Technology, as a senior business vice president of the intelligent business department, in charge of the original factory coordination of Intel's production line and the maintenance of key customers; In February 2021, the issuer acquired Mancheng Technology, resulting in goodwill of 5,539200,000 yuan.
Issuer please:(1) Explain the specific method, process, consideration payment and delivery time of asset restructuring between the issuer and Ingdan Innovation during the reporting period, the proportion of the relevant total assets, net assets, operating income and total profit of the restructured party to the corresponding projects of the issuer before the reorganization, and whether the issuer meets the issuance conditions of Article 12 of the Administrative Measures for the Registration of Initial Public Offerings on the Growth Enterprise Market (Trial), which stipulates that the issuer's main business is stable and there have been no major adverse changes in the main business in the past two years.
2) Explain the functions of Ingdan's subsidiaries at all levels, the reasons for the establishment of many subsidiaries and many offshore entities, the principle and basis for asset division for internal restructuring, and whether the disclosure of internal restructuring principles is consistent with the disclosure content of its 2019 annual report. (3) Explain whether the assets and business division are clear in light of the restructuring of the issuer and Ingdan's innovative business, and whether there is any competition in the industry or matters affecting the independence of the issuer.
This paper illustrates the accounting treatment of business combinations under the same control at the end of 2019 on the merger date, the process of offsetting claims and debts within Ingdan, and analyzes the impact on the issuer's balance sheet and income statement. (5) Explain the basic situation and main financial data of the Ingdan Research Institute, explain the reasons for the custody in combination with the main business relationship between the Ingdan Research Institute and the issuer, whether there is any overlap or similarity with the retained business of the issuer after the spin-off of the issuer, and whether it constitutes intra-industry competition; the specific arrangements between Ingdan Technology Shenzhen and Cotone Industry on the custody of the Ingdan Research Institute, and the impact on the issuer's financial statements; The reasons for the subsequent revision of the business positioning of the Ingdan Research Institute, and whether there are other undisclosed reasons for the termination of the custody arrangement.
6) Description ezrobot, IncThe basic information of Hemancheng Technology, including the shareholding structure chart, main business, main financial data, etc.; Combined with the main contents of the appraisal report issued and the negotiation between the parties to the transaction, EZROBOT, Inc. is explainedThe reasons and reasonableness of the big difference between the equity transaction with Mancheng Technology**. (7) Explain the basic situation of Wozhi Venture Capital, the reasons and background for investing in Mancheng Technology, whether its major shareholders, indirect investors or management have any relationship with Ingdan Innovation, the time when Mannson Technology obtained the right to Intel (Intel) production line and the reasons why it can obtain the right to the production line, and whether Mannson Technology relies on Luo Wenfu.
8) Explain the accounting treatment process of the restructuring related to the acquisition of Mancheng Technology by Ingdan Innovation and the issuer, and analyze the impact on the issuer's financial statements. (9) Explain the calculation process of goodwill of Mancheng Technology, the identification of the net assets of the merged party, the fairness of the evaluation, the basis for confirming the main parameters and differences and reasons for the impairment test of goodwill at the time of acquisition and at the end of the period.
The sponsor and reporting accountant are requested to express a clear opinion, and the issuer's lawyer is requested to express a clear opinion on questions (1)-(3)(5)-(7). The reply is as follows:
This paper illustrates the accounting treatment of business combinations under the same control at the end of 2019 on the merger date, the process of offsetting claims and debts within Ingdan, and analyzes the impact on the issuer's balance sheet and income statement. (1) Accounting treatment of business combinations under the same control at the end of 2019 on the date of consolidation
In December 2019, Ingdan planned to spin off its chip distribution business to A-share listing, and chose Ketong Industry as the main body to be listed. The entities involved in this restructuring were controlled by Ingdan before and after the reorganization, and the consolidated financial statements of Ingdan Innovation before and after the restructuring were carried out, so this reorganization is an internal reorganization of Ingdan Innovation, which constitutes a business combination under the same control. The restructured parties and their main businesses involved in this reorganization are as follows:
1. Overseas restructuringThe specific process of this overseas restructuring is as follows:
1) On October 31, 2019, Gouda Holdings and Ingdan Broadband Holding Limited signed Instruments of Transfer and Sold and Bought Notes, whereby Ingdan Broadband Holding Limited transferred 100% of its equity interest in Hong Kong Hotcom Broadband to Gouda Holdings. (2) On October 31, 2019, Gouda Holdings entered into a partnership with Ingdan Group, IncInstruments of Transfer and Sold and Bought Notes, by Ingdan Group, IncHolds Comtech(HK)Holding Ltdand its controlled subsidiaries transferred 100% of the equity to Gouda Holdings. After the completion of the acquisition, the original wholly-owned subsidiaries of Comtech (HK) Holding Limited, Cocom International, Cocom Information, Red Fox Software, Hong Kong JJT Limited and Hong Kong Red Fox became wholly-owned subsidiaries of Cotone Industries.
3) On October 31, 2019, Cotsu Innovation Hong Kong and Ingdan Group, IncInstruments of Transfer and Sold and Bought Notes, by Ingdan Group, IncTransferred 100% of its equity interest in Gouda Holdings and its controlled subsidiaries to Cotone Innovation Hong Kong. After the completion of the acquisition, the original subsidiaries of Gouda Holdings, Hong Kong Ketong Digital and Shenzhen Ketong Digital, have become wholly-owned subsidiaries of Ketong Industry. According to the Supplemental Agreement to the Consideration Payment and Set-off Agreement for the Intra-Group Restructuring, the benchmark date for this restructuring is December 31, 2019, and the net assets of the acquiree on the basis date of pricing are the basis for valuation. As of December 31, 2019, Comtec (H HK) Holding LtdConsolidated net assets were 663,591,66083 RMB, so Gouda Holdings from Indan Group, IncBuy Comtech(HK)Holding LtdThe total equity of ** is 95,122,22425 USD (exchange rate 1:6.)98）；Cogobuy Broadband*** net assets were -36,190,12540 RMB, so the purchase of the entire equity interest in Cogobuy Core City Broadband*** from Ingdan Broadband Holding Limited is HK$1; Gouda Holdings acquires Comtech (HK) Holding LtdAs of December 31, 2019, the consolidated net assets were -121,820,21540 RMB, so Cotone Innovation Hong Kong from Ingdan Group, IncThe purchase of up to the entire controlling stake** is $1.
The details of the accounting treatment of the above-mentioned overseas restructuring on the merger date are as follows:
2. On domestic restructuringThe details of the business combination under the same control involved in this domestic restructuring process are as follows: (1) On November 30, 2019, Ketong Industry and Ingdan Technology Shenzhen signed the Transfer Agreement, stipulating that Ingdan Technology Shenzhen will transfer 100% of its equity in Beijing Xinchuang to Ketong Industry at a price of RMB 200 with the paid-in capital of Beijing Xinchuang480,000 yuan.
2) On December 4, 2019, Ketong Industry and Ingdan Technology Shenzhen signed the "Ingdan Technology (Shanghai)** Equity Transfer Agreement", stipulating that Ingdan Technology Shenzhen will transfer 100% of its equity in Shanghai Xinchuang to Cotone Industry. In view of the negative net assets of Shanghai Xinchuang, the consideration for this transfer transaction is a nominal consideration of RMB 1. 
In summary, according to the relevant provisions of Article 6 of the Accounting Standards for Business Enterprises No. 20 - Business Combination, "the assets and liabilities acquired by the merging party in the business combination shall be measured according to the book value of the merged party on the date of the merger." The capital reserve shall be adjusted for the difference between the book value of the net assets obtained by the merging party and the book value of the merger consideration paid (or the total par value of the issued shares); If the capital reserve is insufficient to offset the offset, the retained earnings shall be adjusted. "The issuer's business combination under the same control at the end of 2019 recognizes the relevant long-term equity investment according to the book value of the net assets of the merged party on the merger date, and the accounting treatment of the difference between the merger consideration and the book value of the net assets to offset the retained earnings is in accordance with the relevant provisions of the Accounting Standards for Business Enterprises.