Shanghai Stock Exchange
Szgh [2021] No. 2988
Inquiry letter on matters related to Shanghai Shimao Co.Ltd(600823) transfer of assets to related parties
Shanghai Shimao Co.Ltd(600823) ：
On December 14, 2021, your company announced that it planned to transfer the property management business related companies, assets All liabilities and businesses are sold to the related party Shimao service Holding Co., Ltd. (hereinafter referred to as Shimao service), with a total price of RMB 1.654 billion. After the post audit of the above announcement, in accordance with Article 16.1 of the stock listing rules of the exchange and other relevant provisions, your company is hereby requested to verify and disclose the following matters.
1、 About transaction necessity. According to the announcement, the net profit margins attributable to the parent of Shimao property in 2020 and the first half of 2021 were 16.8% and 18.7% respectively, while those of listed companies were 7.1% and 9.6% respectively; In 2020, the return on net assets of Shimao property was 47.0%, while that of listed companies was 5.9%. The company is requested to make supplementary disclosure: (1) in combination with the above financial indicators, compare the subject matter of the transaction with the profitability of the listed company, and explain whether the transaction involves the transfer of interests to related parties through the transfer of high-quality assets, and whether it damages the interests of the listed company and the legitimate rights and interests of minority shareholders; (2) Compare the resource accumulation and operation ability of Shimao service and the listed company in the property management business, as well as the profitability of Shimao service and the underlying assets, and explain whether this transaction is conducive to the subsequent operation and development of the listed company in combination with the business plan of the company and the underlying company, so as to explain the necessity of this transaction. Please express your opinions on this issue See you.
2、 About the fairness of transaction consideration. According to the announcement, based on the relevant results of the asset appraisal report and valuation report, the transaction price was determined to be RMB 1.654 billion. The company is requested to make supplementary disclosure: (1) selection of evaluation methods, main assumptions, value and determination basis of evaluation parameters, evaluation process, etc; (2) In combination with the industry of the subject asset, historical operation, main assets, selection of evaluation parameters, future profit forecast, comparable transactions and valuation level of Listed Companies in the same industry, supplement whether the transaction pricing is objective and fair. Please comment on this issue from the evaluation institution, independent directors and the board of supervisors.
3、 About transaction arrangements and potential related party transactions. According to the announcement, the subject matter of this transaction includes 100% equity of Shimao property and the property management business and related assets and liabilities of 29 subordinate companies, the investment, development and operation business of the listed company's main commercial real estate, and the subject company's main commercial real estate related property management services. The company is requested to make supplementary disclosure: (1) whether the listed company has the situation that the current funds have not been recovered or the guarantee has not been released for the subject assets to be sold, if so, the basic information such as the loan or guarantee period and amount shall be listed in detail, and the solutions to be adopted shall be described; (2) Whether the target company relies on the commercial real estate of the listed company, the subsequent procurement arrangements for commercial real estate property management services, whether the transaction will increase related party transactions, and what measures the company plans to take to ensure the fairness of related party transactions and avoid improper related party transactions. Independent directors and the board of supervisors are invited to express their opinions on this issue.
Your company is requested to disclose the letter on December 15, 2021 and reply to our department in writing before December 22. In addition, the recent public opinion has paid more attention to the debts of the company and its controlling shareholders. The company is requested to check whether there are undisclosed matters that should be disclosed, carefully evaluate the impact of relevant debts on listed companies, and fulfill the obligation of information disclosure in accordance with regulations. Shanghai Stock Exchange listed company management department 1 December 14, 2001
