Securities code: 600466 securities abbreviation: Sichuan Languang Development Co.Ltd(600466) Announcement No.: Lin 2021-146 bond Code: 136700 (16 Blu ray 01) bond Code: 162696 (19 Blu ray 08) bond Code: 163788 (20 Blu ray 04) bond Code: 155484 (19 Blu ray 02) bond Code: 155163 (19 Blu ray 01) bond Code: 162505 (19 Blu ray 07) bond Code: 155592 (19 Blu ray 04) bond Code: 163275 (20 Blu ray 02) Sichuan Languang Development Co.Ltd(600466)
Announcement on receiving the inquiry letter from Shanghai Stock Exchange on relevant matters of the company
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.
The company received the inquiry letter on Sichuan Languang Development Co.Ltd(600466) related matters from Shanghai Stock Exchange on December 23, 2021, and now discloses the full text of the letter as follows:
“On December 23, 2021, your company announced that it intends to transfer 100% of the equity of Chongqing YANGJIU Trading Co., Ltd. (hereinafter referred to as Chongqing YANGJIU) to Chongqing yueningshan Enterprise Management Co., Ltd. (Chongqing yueningshan) for a transaction consideration of RMB 1. According to Article 16.1 of the stock listing rules of the exchange, the company and relevant parties are requested to verify and supplement the disclosure of the following issues.
1、 About the transaction consideration. According to the announcement, before the transfer, the company will restructure the assets of Chongqing YANGJIU, including Chongqing YANGJIU and its subordinate Chongqing future city 104 Mu project, Chongqing Furong public management project and Tianjin station. The book net assets of Chongqing YANGJIU after the simulated transaction were 1.484 billion yuan, while the price of this transaction was only 1 yuan. The company is requested to make supplementary disclosure: (1) in combination with the background of this transaction, as well as the industry, historical operation, main assets and comparable transactions of the underlying assets, explain the reason and rationality of the transaction pricing of only 1 yuan, and whether the transaction arrangement damages the interests of the listed company; (2) In combination with the difference between the consideration and book value of this transaction, explain whether the impairment provision of the company’s target assets in the early stage is sufficient, whether the assets are untrue or overestimated, and self check whether the impairment provision of other assets of the company in the early stage is not sufficient except the above assets. Please comment.
2、 Pay attention to the evaluation of the underlying assets. According to the announcement, the subject matter of this transaction is valued by the asset-based method, and the total equity evaluation value is determined to be RMB 2.2846 million, which is far lower than the book net assets after the simulated transaction. The company is requested to make supplementary disclosure: (1) the detailed process, main assumptions, value of evaluation parameters and determination basis of the asset-based method, disclose the book value and evaluation value of each item in the balance sheet in tabular form, and explain the reasons and rationality of the large difference by item; (2) In combination with comparable transaction cases and the development of the underlying asset business, explain the reasons and rationality of this transaction not using the market method or income method, but only using the asset-based method, and whether it complies with the relevant provisions of the appraisal standards and market practices; (3) supplement and disclose the full text of the appraisal report and relevant supporting materials. The appraisal institution is invited to express its opinions.
3、 About counterparties. According to the announcement, the counterparty Chongqing yueningshan was established on December 13, 2021, with a registered capital of only 100000 yuan. Please disclose the ownership structure, shareholder background, actual controller, capital source and other basic information of Chongqing yueningshan.
4、 On the review procedure. According to the announcement, this transaction is expected to reduce the current net profit of the company by about RMB 1.488 billion, accounting for 45.06% of the audited net profit in 2020. This transaction does not need to be submitted to the board of directors and the general meeting of shareholders for approval. The company is requested to make supplementary disclosure: (1) the internal decision-making procedures performed in this transaction, the main decision-makers, and whether there is any affiliated relationship or other interest arrangement between relevant personnel and the counterparty; (2) In combination with the significant impact of this transaction on the company’s performance, explain the reasons and rationality that this transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation, and whether there are cases where the deliberation procedures are not in place. Please express your opinions to the independent directors and the board of supervisors.
5、 With respect to the company’s guarantee obligations. According to the announcement, after the equity transfer is completed, the transferee shall be responsible for releasing the company’s guarantee obligation of RMB 2.040 billion and repurchase obligation of RMB 1.42 billion, and the guarantee obligation of another RMB 300 million shall be settled by both parties through separate negotiation. The company is requested to make supplementary disclosure: (1) the specific plan and period for the transferee to relieve the company’s guarantee and repurchase obligations; (2) The reason why the remaining 300 million yuan guarantee obligation needs to be solved through negotiation, what measures the company plans to take and has taken to communicate with the transferee about the release of such guarantee liability, whether the two parties have reached an agreement on the release of such guarantee obligation, whether there are specific solutions and time limit; (3) After this transaction, the accounting treatment of the unreleased guarantee liability and its possible impact on the company’s performance, and sufficient risk tips shall be made. Independent directors and the board of supervisors are invited to express their opinions.
The company is requested to check whether the information disclosure in the previous periodic report and relevant financial data is true, accurate and complete, whether the directors, supervisors and senior executives are diligent and responsible, and whether this transaction is in line with the interests of the listed company. Your company is requested to disclose the letter on December 24, 2021, reply to our department in writing before December 31, and fulfill the corresponding information disclosure obligations. ”
It is hereby announced.
Sichuan Languang Development Co.Ltd(600466)
Board of directors
December 24, 2021
