Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022015 Heilongjiang Interchina Water Treatment Co.Ltd(600187)
Announcement on receiving the inquiry letter on Heilongjiang Interchina Water Treatment Co.Ltd(600187) purchasing assets from related parties 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 the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Heilongjiang Interchina Water Treatment Co.Ltd(600187) (hereinafter referred to as “the company”) received the inquiry letter on the acquisition of assets by Heilongjiang Interchina Water Treatment Co.Ltd(600187) from related parties (szgh [2022] No. 0177) (hereinafter referred to as “the inquiry letter”) issued by Shanghai Stock Exchange on March 9, 2022. The full text of the inquiry letter is as follows:
“ Heilongjiang Interchina Water Treatment Co.Ltd(600187) ：
Your company disclosed today that it plans to acquire 100% equity of Shanghai Pengxin high tech agricultural development Co., Ltd. (hereinafter referred to as Pengxin High Tech) and Qidong pengteng Agricultural Development Co., Ltd. (hereinafter referred to as pengteng agriculture) controlled by the actual controller of the company in cash, with the transfer consideration of 274 million yuan and 583 million yuan respectively, and the estimated value-added rates are 306184% and 269561083% respectively. In accordance with article 13.1.1 of the stock listing rules of the exchange, your company is hereby requested to verify and disclose the following matters.
1. The necessity of this connected transaction. At present, the company’s main business is sewage treatment related services. The agricultural related assets purchased in this transaction have nothing to do with the company’s main business. The net assets of Pengxin high tech and pengteng agriculture at the end of 2021 were -9.24 million yuan and -46.65 million yuan respectively. The two target companies had no operating income from 2019 to 2021. In addition, the announcement shows that the consideration of this related party transaction totals 857 million yuan. According to the third quarterly report of the company in 2021, the monetary capital of the company at the end of the reporting period was 641 million yuan, and the consideration of this transaction exceeded the amount of the company’s book monetary capital. The company is requested to: (1) fully explain the commercial rationality of the company’s acquisition of two agricultural enterprises without operating income and the necessity of cross industry M & A in combination with the company’s existing business development, agricultural related personnel and technical reserves; (2) Combined with the funds required for the company’s daily operation, subsequent capital investment and relevant financing arrangements, supplementary disclosure of whether this transaction will have a negative impact on the company’s normal production and operation and debt repayment arrangements, and sufficient risk tips; (3) In combination with the operation of the assets business of the actual controller other than the listed company, verify whether this transaction may lead to horizontal competition. If so, please take practical measures to solve it.
Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022015 2. Information disclosure violations of related party transactions in the early stage. According to the announcements disclosed by the company on January 25 and February 24, 2022, the company was ordered by the securities regulatory bureau to rectify in the early stage because it jointly invested and established a joint venture with Shanghai Pengdu Health Technology Development Co., Ltd. (hereinafter referred to as Pengdu Health) controlled by the actual controller and controlled by Pengdu health, which was controlled by Pengdu health. Due to the violation of information disclosure due to the failure of Pengdu health to actually pay the registered capital, At present, the other party has not returned the investment fund and interest of 100 million yuan to the listed company. The company is requested to: (1) explain the rationality of the company’s plan to purchase assets in cash from the company controlled by the actual controller in combination with the performance ability and credit status of the counterparty when the controlling shareholder and its related parties have not fulfilled the payment arrangement as agreed; (2) In combination with the future use plan of the counterparty for the transaction consideration, explain whether there are potential interest arrangements and payment arrangements related to the above related party transactions in this transaction.
3. About the capital security of this transaction scheme. The announcement shows that the listed company shall pay the transferor a total of about 857 million yuan in cash within 30 working days after the contract takes effect, and the transferor shall assist in completing the industrial and commercial registration within 30 working days after the payment is completed. The company is requested to: (1) in combination with the payment arrangement of this transaction, explain the necessity of making a one-time payment to the related parties before the transfer of assets, and assess whether there is a risk that the company will not be able to obtain assets after payment; (2) The board of directors and intermediaries of the company are requested to fully verify whether the subject equity and related assets are subject to pledge, freezing, external guarantee and other rights restrictions, and assess whether the above matters will affect the safety of this transaction.
4. According to the appraisal report, the current appraisal value of Pengxin hi tech, the subject of this transaction, is 274 million yuan, with an appraisal value-added rate of 306184%. The current appraisal value of pengteng agriculture is 583 million yuan, with an appraisal value-added rate of 269561083%. The appraisal value-added is large. The announcement explained that the land use rights in the subject companies of the two companies were purchased earlier and have a large value-added. Pengxin hi tech owns 951 mu of agricultural land, which is located in Chongming County, Shanghai. The assessed value of the above land is about 315000 yuan per mu. Pengteng agriculture has a total of 557992 mu of agricultural land and other commercial service land, and the evaluation value of the above land is about 120000 yuan per mu. For pengteng agriculture, the appraisal statement only discloses the individual land appraisal process by way of enumeration. The company is requested to make supplementary disclosure: (1) the evaluation process of all land use rights of pengteng agriculture; (2) Explain whether the pricing of this transaction is prudent and reasonable in combination with the surrounding land price of the acquisition subject-matter land use right and the pricing of similar transactions in the market. (3) The subject land appraisal mainly adopts the cost approximation method. Please analyze and explain the rationality of selecting relevant indicators and disclose the relevant appraisal basis. Please comment on it.
5. According to the announcement, the transaction reached the deliberation standard of the general meeting of shareholders, and the company failed to audit the transaction subject matter in accordance with article 6.1.6 of the stock listing rules of the exchange. The company is requested to supplement and disclose the latest financial and accounting report of the subject assets audited by the accounting firm, so as to provide necessary basis for the shareholders of the company to make reasonable judgment on the matters to be submitted to the shareholders’ meeting for discussion.
Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022015 6. All directors, supervisors and senior managers of the company are invited to express clear opinions on the necessity of transaction, the rationality of the valuation of the underlying assets and the impact of the acquisition on the listed company, and in combination with the due diligence and other related work done for the exchange, State whether the obligation of diligence has been fulfilled; All independent directors of the company are requested to express special opinions on whether this connected transaction is fair and whether it damages the interests of listed companies and minority shareholders one by one, and explain in detail the relevant due diligence work carried out in relevant transactions and the detailed judgment basis of the above opinions.
Please disclose the information immediately after receiving the inquiry letter, reply to our department in writing before March 15, and fulfill the obligation of information disclosure. “
The above is all the contents of the inquiry letter. The company will actively organize relevant parties to reply to the inquiry letter and fulfill the obligation of information disclosure in time according to the requirements of Shanghai Stock Exchange.
It is hereby announced.
Heilongjiang Interchina Water Treatment Co.Ltd(600187)
Board of directors
March 10, 2022
