Regarding third-party collections and cash transactionsAccording to the application materials: during the reporting period, the company's third-party payment amount was 1,174620,000 yuan, 848280,000 yuan and 2,654870,000 yuan. After deducting the payment made by the parent company, affiliated companies under the same control, and the legal representatives, actual controllers and major shareholders of enterprises controlled by natural persons, the amount of payment received by other types of third parties was 435500,000 yuan, 88290,000 yuan and 467390,000 yuan. During the reporting period, the company's cash income amounted to 9650,000 yuan, 00,000 yuan and 1000,000 yuan, the overall amount is small, mainly for cash settlement.
Please state to the issuer:(1) The criteria for judging third-party collection, distinguishing different situations and explaining the customers, transaction amounts, third-party payment amounts, and payment recipients involved in third-party payment collection in the reporting period, and whether the relevant transactions have business substance;
2) The specific circumstances of the cash transaction, the reason for the cash transaction, and whether the relevant transaction has business substance. Please ask the sponsor and the reporting accountant to explain:
1) Verify the above implementation and express a clear opinion; (2) The method and adequacy of determining the scope of verification of capital flows, the criteria for determining abnormal standards, the specific circumstances of discovering anomalies, the further verification procedures adopted, the verification evidence obtained, and the verification conclusions of capital flows.
Re:1. Please explain to the issuer
The method and adequacy of determining the scope of verification of capital flows, the criteria for determining abnormal standards, the specific circumstances of discovering abnormalities, the further verification procedures adopted, the verification evidence obtained, and the verification conclusions of capital flows1. The method and adequacy of determining the scope of capital flow verification
(1) Scope of verification of capital flowIn accordance with the requirements of the China Securities Regulatory Commission's Guidelines for the Application of Regulatory Rules - Issuance No. 5 on the verification of capital flows, and in combination with the actual situation of the issuer, the specific scope of capital flow verification includes:
The issuer's bank account flow during the reporting period (including subsidiaries and cancelled accounts); The flow of funds in the bank account of the enterprise controlled by the actual controller and once controlled; The bank account flow of the actual controller and his immediate family members, directors of the issuer (independent directors and external directors obtain major bank cards), supervisors, senior managers, key sales personnel, major R&D personnel, major production and procurement personnel, financial personnel and other key positions; The fund flow of the employee's personal card bank account and all the bank statements of the cardholder during the reporting period. The verification period covers the reporting period or the period of service, as follows:
(2) The adequacy of the scope of capital flow verificationFor the issuer and its branches and subsidiaries, the intermediary obtains a detailed list of the bank accounts that have been opened, and goes to the company's opening banks to obtain paper statements (including counterparty and summary information) with special banking seals through counter printing and banking equipment printing, and at the same time obtains the corporate credit report of the issuer and its branches and subsidiaries issued by the credit information center, and implements the confirmation procedures for all bank accounts of the company (including foreign currency accounts and margin accounts). Verify the completeness and accuracy of such account information and the account balances at the end of each reporting period. By checking the bank statements and journals, compare the continuity of the opening and closing balances of the bank accounts, and review the completeness of the bank statements of the relevant accounts.
For the main affiliated legal person within the scope of verification, the main affiliated legal person shall provide a list of bank settlement accounts that have been opened and the bank statements of all accounts (including cancelled accounts) during the reporting period and affix the official seal of the legal person. The intermediary will cross-check the list of bank settlement accounts opened by the affiliated legal person, the capital flow and the issuer's capital flow, and compare the transaction records of both parties to confirm the integrity of the capital flow.
For the bank statements of the actual controller of the issuer and his immediate family members, directors, supervisors, senior managers, financial personnel, other key personnel and other personal bank statements, the intermediary obtained all the bank inquiry screen recordings provided by the above-mentioned personnel, and accompanied the above-mentioned personnel to the Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of Communications, Bank of China, China Construction Bank, China Merchants Bank, Shanghai Pudong Development Bank, Postal Savings Bank, Bank of Shanghai, and Shanghai Rural Commercial Bank to inquire about the account opening status and print the resultsto print the bank statement. The intermediary also identifies whether the bank statement print of the above-mentioned person is complete by checking the transfers between the different accounts of the above-mentioned persons and the transfers between them and other key individuals, and comparing their account lists with their credit reports. 2. Criteria for determining abnormal standards
(1) Verification of bank statements of the issuer and its subsidiariesQuantitative criteria
For the fund flow of the bank account of the issuer and its subsidiaries, the sponsor institution and the reporting accountant fully consider the use of each bank account and the size of the flow amount, and in order to meet the certain coverage ratio of each major bank, select 100,000-500,000 yuan as the judgment standard for the large amount of capital flow of each bank according to the size of the flow of different banks, and implement the verification procedures of the relevant flow. The sponsor institution and the reporting accountant will conduct two-way verification between the bank statements and the issuer's bank journal to verify the authenticity, accuracy and completeness of the issuer's monetary and fund related accounting records, and at the same time verify the original vouchers of the identified large-amount bank statements, trace them to the relevant contracts, invoices, approval records, bank documents, etc., and verify whether the relevant bank statements have commercial substance. During the reporting period, the amount and proportion of large bank statements verified by the sponsor and the reporting accountant are as follows:
Qualitative criteriaThe sponsor institution and the reporting accountant determine the abnormal standards as follows:
a. Whether there is any material abnormality in the issuer's large amount of capital transactions, and whether it does not match the company's business activities, asset purchases, foreign investments, etc.; b. Whether the issuer has unusually large capital transactions with its controlling shareholders, actual controllers, directors, supervisors, senior executives, key personnel, etc.;
c. Whether the issuer has a large amount or frequent cash withdrawals, and whether there is no reasonable explanation; Whether there is an abnormally large amount of funds in and out of the same account or between different accounts of the issuer with similar amounts and dates, and whether there is no reasonable explanation; d. The issuer has capital transactions with the legal person, shareholder or main person of the customer or the first businessman;
e. Whether the issuer has purchased assets or services (such as trademarks, patented technologies, consulting services, etc.) in large quantities. (2) Quantitative standards for bank statement verification of individuals such as the actual controller of the issuer and his or her immediate family members, directors, supervisors, senior managers, financial personnel, and other key personnel, as well as the issuer's main affiliated legal persons
The sponsor and the reporting accountant shall verify the actual controller of the issuer and his immediate family members, directors, supervisors, senior managers, financial personnel, and personnel in key positions on a single capital flow of 20,000 yuan or more (including cash deposits and withdrawals) one by one, and verify the transactions in which the single cash deposit or withdrawal amount reaches 20,000 yuan, although the single cash deposit and withdrawal does not reach 20,000 yuan, and at the same time conduct spot checks on other abnormal bank transactions that do not reach 20,000 yuan. Verify the capital flow of a single transaction of 50,000 yuan or more (including cash deposits and withdrawals) of the issuer's main affiliated legal persons on a case-by-case basisQualitative criteria
Whether the relevant personnel have a large amount of capital transactions without reasonable explanation, or frequently deposit or withdraw large amounts of cash without reasonable explanation; whether the relevant personnel have received large cash dividends, remuneration or asset transfer funds from the issuer, or large equity transfer funds from the transfer of the issuer's equity, and there are major abnormalities in the flow or use of the main funds;
Whether the relevant personnel have unusually large capital transactions with the issuer's related parties, customers, and merchants; whether there is a large amount of capital transactions with the issuer in addition to the normal payment of remuneration and reimbursements;
The affiliated legal person Shanghai Shiyi focuses on whether there are abnormal transactions with employees in addition to capital contribution, infrared distribution, and whether there are transactions with the company's customers, ** merchants and their related parties.
3. The specific situation of the abnormality found(1) In the first year of the reporting period, the issuer borrowed funds from related parties, which were mainly used for the purchase of real estate and other large-scale personal expenditures, etc., and the relevant funds were settled at the end of 2020, and the interest on the loans was calculated according to the bank loan interest rate for the same period. After the establishment of the joint-stock company, there was no more borrowing of funds between related parties. The issuer has disclosed this situation in detail in "4. Incidental Connected Transactions" of "Section 8 Corporate Governance and Independence" of the prospectus.
2) In the first year of the reporting period, the issuer used personal cards for collection and payment, mainly for sporadic sales collection and a small amount of expenses in the course of business operations, and the relevant personal cards were cancelled in October 2020. After the establishment of the joint-stock company, no similar situation occurred. For details of the receipt and payment of personal cards, please refer to the reply to this inquiry letter "121. "Verification of Internal Control Irregularities and Capital Flows" (1) the causes, links and corresponding corrective measures for the occurrence of irregularities in internal control of historical personal card receipts and payments, whether there are other personal card receipts and payments, and whether the issuer still has irregular internal controls or cannot be effectively enforced. (3) During the reporting period, there was a third-party payment collection in the issuer's bank statements, mainly due to the fact that some small-scale customers lacked awareness of corporate payment and paid through a third party for their own payment convenience. For details of the third-party collection, please refer to the reply to this inquiry letter "122 Regarding third-party payment collection and cash transactions
1) The criteria for judging third-party collections, distinguishing between different situations and explaining the customers, transaction amounts, third-party collection amounts, and payment recipients involved in third-party collections during the reporting period, and whether the relevant transactions have business substance. (4) During the reporting period, some employees of the company collected payment on behalf of dealers in their personal bank statements, mainly because business personnel in the process of helping dealers to carry out sales promotion and providing technical guidance for on-site installation and commissioning of dealers, a small number of end users paid the payment to the salesman, and the salesman then sent the payment back to the dealer. The amount of money collected by the salesman on behalf of the dealer is decreasing year by year, and the specific situation is detailed in the reply to this inquiry letter "71. Regarding the distribution model" 1, (6) the specific situation of collecting money on behalf of customers, the personnel, customers, end customers, contents, amounts, and reasons for collection, whether the relevant transactions have business substance and basis, and the specific methods and conclusions of rectification of relevant contents.
5) During the reporting period, there were capital transactions between Ma Fei and Xu Jiyang, the actual controllers of the issuer, and the main personnel of the issuer's customers, as follows:
4. Further verification procedures adopted and verification evidence obtained
The sponsor institution and the reporting accountant have further implemented the following verification procedures for the above-mentioned abnormal matters:
5. Verification conclusion of capital flowAfter verification, the sponsor and the reporting accountant believe that:(1) There are no major deficiencies in the issuer's fund management, and the issuer's internal control over the fund management is effective.
2) During the reporting period, the issuer did not have any bank accounts that were not under the control of the issuer or were not fully reflected in the issuer's financial accounting, and there was no situation where the number of bank accounts opened by the issuer did not match the business needs. (3) During the reporting period, there was no material abnormality in the issuer's large-amount capital transactions, which matched the company's business activities, asset purchases, foreign investment and other activities.
4) The issuer does not have abnormally large capital transactions with its controlling shareholders, actual controllers, directors, supervisors, senior executives, key personnel, etc., and its large capital transactions are mainly salaries, bonuses and dividends, etc., which are authentic and reasonable. In the first year of the reporting period, there was a related party fund loan, which was settled at the end of 2020, and the interest on the fund loan was calculated according to the bank loan interest rate for the same period. (5) During the reporting period, the issuer did not make large or frequent cash withdrawals, and except for the normal fund transfer, margin collection and return of the issuer, there was no abnormally large amount of funds in and out of the same account or between different accounts with similar amounts and dates.
6) The issuer does not purchase assets or services in physical form (such as trademarks, patented technologies, consulting services, etc.) in large quantities without reasonable explanation, and the relevant transaction is commercially reasonable and necessary. (7) The personal accounts of the actual controller of the issuer and his immediate family members did not frequently deposit or withdraw large amounts of cash, and reasonable explanations were obtained for the large amount of capital transactions.
8) During the reporting period, the controlling shareholders, actual controllers, directors, supervisors, senior management and key personnel of the issuer did not receive large amounts of abnormal remuneration from the issuer, and received large amounts of cash dividends from the issuer, and the above-mentioned dividends were mainly used for investment and financial management, purchase of real estate, car purchase expenses, intra-family transfers, etc., and there was no material abnormal situation in the flow or use of funds. (9) During the reporting period, some of the actual controllers, directors, supervisors, senior executives and key personnel of the issuer had capital transactions with the issuer's customers and merchants, and the above-mentioned capital transactions had relevant transaction backgrounds and were dealt with accordingly, and there were no major abnormalities.
10) During the reporting period, the issuer had a small number of salesmen collecting payments from customers and other third-party payments, and the relevant transactions had commercial substance, and the company's relevant internal controls were effectively operated.