The Sichuan Languang Development Co.Ltd(600466) (600466. Sh, hereinafter referred to as ” Sichuan Languang Development Co.Ltd(600466) “) in trouble has a new action.
On December 23, 2021, Sichuan Languang Development Co.Ltd(600466) announced that it plans to transfer 100% of the equity of its subsidiary Chongqing YANGJIU Trading Co., Ltd. (hereinafter referred to as “Chongqing YANGJIU”) for 1 yuan. Before the transfer, Chongqing YANGJIU will carry out asset restructuring. After the restructuring, Chongqing YANGJIU will include the 104 Mu project of Chongqing future city, Chongqing Furong residence and Tianjin station project.
These projects are important projects obtained in Chongqing and Tianjin before Sichuan Languang Development Co.Ltd(600466) 2019. Now they are transferred in the form of debt undertaking. The transferee is Chongqing yueningshan Enterprise Management Co., Ltd. (hereinafter referred to as “Chongqing yueningshan”).
As soon as the news came out, on December 23, shortly after the opening of Sichuan Languang Development Co.Ltd(600466) , the share price fell to the limit, from 2.49 yuan to 2.35 yuan per share, and the limit has not been opened, down 10%; The next day (December 24), Sichuan Languang Development Co.Ltd(600466) share price continued to fall sharply, from 2.35 yuan to 2.14 yuan, down 6.81%.
1 yuan transfer
According to the announcement of Sichuan Languang Development Co.Ltd(600466) , Chongqing YANGJIU after asset restructuring mainly includes three projects: Chongqing future city 104 Mu project, Chongqing Furong Pavilion project and Tianjin Jinnan small station 665 Mu project.
Both parties to the transaction unanimously confirmed that this transaction was conducted in the form of debt bearing acquisition. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. This transaction does not need to be submitted to the board of directors and the general meeting of shareholders for approval.
Among them, the 104 Mu project of Chongqing future city, Sichuan Languang Development Co.Ltd(600466) obtained the state-owned land use right of 104.35 mu of land located in the two road cluster of Yubei District of Chongqing through bidding, auction and listing in April 2019. The project under construction covers an area of 147850 m2, which is currently in shutdown state, and the undeveloped land is 0 m2.
Chongqing qingfurong residence project was acquired by Sichuan Languang Development Co.Ltd(600466) in 2018. Sichuan Languang Development Co.Ltd(600466) obtained the state-owned land use right of 274.21 mu of land located in the two road cluster of Liangjiang New Area in Chongqing through bidding, auction and listing through its subsidiaries in June 2017. The project under construction covers an area of 599048 ㎡, which is currently in shutdown state, and the undeveloped land is 18400 ㎡.
Tianjin small station project is Sichuan Languang Development Co.Ltd(600466) to obtain the state-owned land use right of 665 mu of land in Jinnan District of Tianjin through bidding, auction and listing in March 2019. The project is under construction with an area of 551888.48 m2, which is currently under construction; At present, the main roof of the West plot is capped and the secondary structure is under construction; The main body of the middle plot is capped, and the secondary structure is completed; The East plot has obtained the construction certificate and has not been piled; The undeveloped land is 60740.1m2.
The land of these three projects has been mortgaged to banks, accompanied by investment contract disputes, loan disputes and construction project disputes.
Sichuan Languang Development Co.Ltd(600466) said that this transaction is conducive to the company to promote the construction and delivery of projects related to the transaction object, reduce the company’s liabilities and promote the company to solve the current debt problem.
This transaction is expected to reduce the company’s current profit by about RMB 1.488 billion, and the final result shall be subject to the audit result of the company’s annual audit accountant.
After the equity transfer is completed, the subject matter of the transaction will no longer be included in the consolidated statements of the listed company. As of November 30, 2021, the balance of financing guarantee provided by the company for the subject matter of the transaction was RMB 2.340 billion and the related equity repurchase obligation was RMB 1.42 billion. The transferee is responsible for coordinating and releasing the company’s guarantee obligation of RMB 2.040 billion and repurchase obligation of RMB 1.42 billion according to the agreement, and the guarantee obligation of another RMB 300 million will be released after further negotiation by both parties according to the progress of the transaction.
According to the industrial and commercial information of Chongqing yueningshan, the receiver, the company was established on December 13, 2021 with a registered capital of 100000 yuan. There are two shareholders in total: Chongqing Tianpei Enterprise Management Co., Ltd. (hereinafter referred to as “Chongqing Tianpei”) and Beijing ruziniu Management Consulting Co., Ltd., each holding 50%.
After the equity penetration of Chongqing Tianjiao, the actual controller is Huang Hongyun of Jinke real estate. This means that Jinke real estate will take over the three projects of Blu ray in Chongqing and Tianjin.
Jinke real estate confirmed to the economic observer that this acquisition is in line with the policy direction of the state to encourage high-quality real estate enterprises to acquire risk projects; The acquisition has received strong support from financial institutions, including the extension of the project’s own loans, the release of new debts, the optimization of financing costs, etc; The total residual value of the three projects exceeds 7 billion, which can play a greater prying role.
query of Shanghai Stock Exchange
According to the announcement information of Sichuan Languang Development Co.Ltd(600466) , the restructured Chongqing YANGJIU has a net asset of about 1.5 billion yuan. Now it is transferred to Chongqing yueningshan at the price of 1 yuan, Sichuan Languang Development Co.Ltd(600466) received the inquiry letter from the Shanghai Stock Exchange on the same day.
In the inquiry letter, the Shanghai Stock Exchange raised five issues to Sichuan Languang Development Co.Ltd(600466) on transaction consideration, evaluation of underlying assets, counterparties, review procedures and guarantee obligations.
The problem of the Shanghai Stock Exchange on the transaction consideration is that the book net assets of Chongqing YANGJIU after the simulated transaction is 1.484 billion yuan, while the price of this transaction is 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 there are false assets or overvalued assets, and check whether there are insufficient early impairment provisions of the company’s other assets except the above assets. Please comment.
In terms of asset evaluation, the Shanghai Stock Exchange asked a question. 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 disclose the asset appraisal basis, process and case comparison.
Shanghai Stock Exchange also questioned Chongqing yueningshan. Chongqing yueningshan, the counterparty, was established on December 13, 2021 with a registered capital of only 100000 yuan. The Shanghai stock exchange requires Sichuan Languang Development Co.Ltd(600466) to disclose the basic information of Chongqing yueningshan, such as the ownership structure, shareholder background, actual controller and capital source.
In terms of review procedures, the Shanghai stock exchange requires Sichuan Languang Development Co.Ltd(600466) in combination with the significant impact of this transaction on the company’s performance, to 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 review, and whether there are cases where the review procedures are not in place. Independent directors and the board of supervisors are invited to express their opinions.
With respect to the company’s guarantee obligations. After the equity transfer, 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. Shanghai stock exchange requires Sichuan Languang Development Co.Ltd(600466) supplementary disclosure: the specific plan and period for the transferee to relieve the company’s guarantee and repurchase obligations; The reasons for the remaining 300 million yuan of guarantee obligations to be solved through negotiation.
On the SSE E interaction, an investor asked, “what is the purpose of the company’s 1 yuan transfer of the branch?”
As of the press deadline, Sichuan Languang Development Co.Ltd(600466) has not replied to the above questions of the Shanghai Stock Exchange and investors.
(Economic Observer)
