Securities code: 603717 securities abbreviation: Tianyu Eco-Environment Co.Ltd(603717) Announcement No.: 2022-012
Tianyu Eco-Environment Co.Ltd(603717)
Announcement on receiving the inquiry letter from Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) received the inquiry letter on Tianyu Eco-Environment Co.Ltd(603717) foreign investment issued by Shanghai Stock Exchange on February 22, 2022 (szgh [2022] No. 0136) (hereinafter referred to as “the inquiry letter”). The specific contents of the inquiry letter are hereby announced as follows:
Tianyu Eco-Environment Co.Ltd(603717) ：
On February 22, 2022, the company submitted an announcement that it planned to increase the capital of Qinghai juzhiyuan New Material Co., Ltd. (hereinafter referred to as Qinghai juzhiyuan) in cash. After the capital increase, the company holds 51% equity of Qinghai juzhiyuan, and the target company will become the holding subsidiary of the listed company. In accordance with article 13.1.1 and other relevant provisions of the stock listing rules of the exchange, your company is hereby requested to supplement and disclose the following matters.
1. About the transaction price. The announcement shows that the capital increase of the company this time does not exceed 610 million yuan. The asset appraisal is expected to be completed in mid March 2022. The value type of the asset appraisal project is market value. Liu Bingsheng, the shareholder of the subject company, contributed 76.67% of the capital, and the initial equity acquisition was on November 26, 2020. Cai Xianwei, the shareholder, contributed 10% of the capital, and the initial equity acquisition was on March 24, 2021. The company is requested to: (1) supplement and disclose the confirmation basis, calculation process, main calculation methods of the transaction price and the Preliminary Valuation of the target company, and analyze and demonstrate whether the transaction needs to be reviewed by the general meeting of shareholders and meets the conditions of major asset reorganization in accordance with the relevant provisions of the administrative measures for major asset reorganization of listed companies and the stock listing rules of Shanghai Stock Exchange; (2) Supplementary disclosure of the shareholders of the target company Liu Bingsheng and Cai Xianwei’s shareholding background, counterparty, transaction consideration and whether they have paid in capital contribution, explain whether there is obvious difference from the transaction price, and analyze and demonstrate whether the transaction price is fair in combination with the financial data, production and comparable transactions in the same industry; (3) Explain whether there is a potential relationship or interest arrangement between the shareholders of the target company and the listed company and its controlling shareholders, and explain whether there is interest transfer in combination with the pricing and payment arrangement of this transaction; (4) Evaluate the possibility that the target company cannot be put into operation in combination with the target company’s pre production situation, progress in obtaining production approval, main trading customers, etc., and explain how to consider relevant risks in asset estimation.
2. About the underlying assets. The announcement shows that the net profit of the underlying asset Qinghai juzhiyuan in 2020 and 2021 is a loss, and it has not been officially put into operation yet. The company is requested to: (1) analyze and explain the specific reasons for the continuous loss of the target company in combination with the project under construction, production line operation rate and product orders of the target company; (2) Explain the reasons why the 6000 ton lithium hexafluorophosphate production line of the target company has not been officially put into operation, the expected completion time of the formal production license and the impact of the overdue completion, whether there are substantive obstacles to the above approval procedures and specific countermeasures, and analyze and demonstrate what administrative approval and production license are required for the target company’s business to reach the mature commercial state, Whether there are substantive obstacles at present; (3) Explain whether the target company has or has had business dealings with the listed company. If so, please disclose the specific business name, business content, transaction time, amount, revenue and profit proportion.
3. On performance commitments. The announcement shows that the performance indicators of the target company are that the audited net profit of the company in 2022, 2023 and 2024 will not be less than 300 million yuan, 400 million yuan and 500 million yuan respectively, and the net profit assessment is calculated according to the total number of three years. If the target company fails to complete the performance agreement or exceeds the profit target, the subsequent specific treatment methods shall be agreed separately, including but not limited to cash compensation provided by Liu Bingsheng, the controlling shareholder of the target company, and the transfer of the equity of the target company to a listed company. The company is requested to: (1) clarify the subject, specific commitment terms and performance compensation method of the above performance commitment, and explain the reason and rationality that the performance commitment does not exclude non recurring profits and losses in combination with the expected future net profit composition of the target company; (2) Explain the basis of the above profit forecast, evaluate the feasibility of realizing the performance commitment and fully prompt the risks in combination with the industry trend, the price fluctuation of raw materials and products, the project under construction of the target company, the operating rate of production line and product orders; (3) Combined with the credit status of the commitment party, evaluate the performance ability of the commitment party when the performance commitment does not meet the standard, and what measures the company plans to take to safeguard its own interests.
4. On the source of funds. The announcement shows that the company’s capital increase of 610 million yuan comes from self financing, including but not limited to its own funds and M & A loans. At the end of the third quarter of 2021, the balance of monetary capital of the company was only 258 million yuan, and it is still in arrears
There are 198 million yuan of funds raised for temporary replenishment yet to be returned, and another 250 million yuan of bonds will expire in June 2022. The company is requested to: (1) explain the specific arrangement and feasibility of the transaction funds in combination with the company’s liquidity and available financing channels; (2) Combined with the pressure of the company’s production and liability arrangement, how to ensure the liquidity of the company’s assets and liabilities.
5. With regard to the underlying assets and liabilities. According to the transaction arrangement, the company needs to prepay 60 million yuan of earnest money for acquisition within 5 working days after the signing of the agreement. The subsequent phase I capital increase of 200 million yuan is specially used to repay the debt of the target company to natural persons, and the phase II capital increase of 100 million yuan is specially used to repay the debt of the target company and remove the equity pledge guarantee. The company is requested to: (1) supplement and disclose the background, loan interest rate, loan term, etc. of the subject company’s pledge guarantee for natural person debt and related equity, and specify the specific purpose of relevant funds and whether they are used for expenses unrelated to the main business; (2) Explain the main considerations and necessity of setting the earnest money for acquisition, as well as the rights and responsibilities of the parties to the transaction on the acquisition of the earnest money. If the investment merger and acquisition cannot be implemented, what measures the company plans to take to safeguard its own interests.
6. On shareholder reduction. In the early stage, the actual controllers of the company Luo Weiguo and Shi Dongwei respectively agreed to transfer 14.3 million shares to Shanghai Muxin Asset Management Co., Ltd. (hereinafter referred to as Muxin asset management, representing two private fund products). Luo Weiguo and Shi Dongwei are the single clients of private fund products. After that, Luo Weiguo and Shi Dongwei transferred their fund shares to Wan Yihong and Wang Deli respectively. The company and its shareholders are requested to: (1) check and explain whether the actual controllers of the company, Luo Weiguo and Shi Dongwei, have any relationship or other interest arrangements with Muxin asset management, Wan Yihong and Wang deli; (2) Verify and explain whether the main considerations of the above equity structure adjustment and subsequent fund share transfer are relevant to this transaction; (3) Explain the holding reduction arrangements of the company’s controlling shareholders, all directors, supervisors and senior executives, subscription objects of non-public offering and the above fund products in the next six months, and further check whether there is any external release of information to cooperate with the reduction of shareholders.
7. About the main business. The main business of the listed company is garden ecological engineering. The expected performance in 2020 and 2021 is a loss. The operating cash flow in 2019 and 2020 is negative for two consecutive years, and the target company of this transaction is also a loss for two consecutive years. The company is requested to: (1) explain the reason and necessity of re acquiring the target company with performance loss in combination with the current main business operation and profitability; (2) Explain the talent reserve, technology accumulation, business resources and R & D capacity of the company in terms of lithium battery materials, assess the risks and uncertainties of the lithium battery material industry, as well as the funds and resources required for the target company to achieve normal production, and give full risk tips.
Please disclose it immediately after receiving this inquiry letter and reply to our department in writing within 5 trading days.
After receiving the above inquiry letter, the company attaches great importance to it and will timely reply to the inquiry letter and fulfill the obligation of information disclosure in accordance with the requirements of Shanghai Stock Exchange. Please pay attention to and pay attention to investment risks.
It is hereby announced.
Tianyu Eco-Environment Co.Ltd(603717) board of directors February 22, 2022
