On the evening of March 13, Sundy Land Investment Co.Ltd(600077) announced that Songdu lithium, the holding subsidiary of the company, had signed agreements with Qidi Qingyuan, Tibet Summit Resources Co.Ltd(600338) and other relevant parties to advance 1.6 billion yuan to participate in relevant projects. However, three independent directors of the company abstained from voting on this matter. On the same day, the company received the inquiry letter issued by Shanghai Stock Exchange on this matter.
Focusing on the decision-making situation and commercial rationality of the project, the Shanghai Stock Exchange launched inquiries from three aspects:
First of all, according to the announcement, Songdu lithium Co., Ltd. and tus Qingyuan formed a consortium to implement the membrane separation and crystallization evaporation complete equipment, installation technical services, franchising and entrusted operation of Tibet Summit Resources Co.Ltd(600338) 5 million ton lithium carbonate equivalent salt lake lithium extraction project. Among them, Songdu lithium Technology Co., Ltd., as the leading unit of the consortium, is responsible for the advance, supply and operation of the project, receiving punishment, negotiating with the owner and handling relevant economic negotiations. The above financial assistance constitutes . At present, Songdu lithium Technology Co., Ltd. does not have the professional knowledge reserve, technology and personnel for the construction of lithium extraction from salt lakes.
Therefore, the inquiry letter requires Sundy Land Investment Co.Ltd(600077) to make supplementary disclosure from four dimensions: first, in combination with the main responsibilities and obligations of each party in this cooperation, specify the specific resources and economic benefits that each party needs to provide, and clarify whether the company needs follow-up investment in addition to the financial assistance provided. Second, in combination with the company’s actual experience, technology accumulation and risk control ability in relevant fields, explain whether the company has other risks besides the disclosed risks, such as potential compensation liabilities, and give full tips. Third, the specific conditions of Qidi Qingyuan and relevant teams, including but not limited to the operation experience in the relevant fields of the project, the project scale and profitability of the early operation, the obtained technical patents and applications, and clarify whether Qidi Qingyuan has all the relevant technologies, personnel and experience required by the project, whether it needs outsourcing, outsourcing, or obtaining the technical license of others, It also explains the benefit distribution mechanism of the company and tus Qingyuan in terms of cost settlement, expense allocation and income distribution. Fourth, self inspect whether the company, the controlling shareholders, the actual controllers and all the directors, supervisors and senior executives have any related relationship, business and capital exchanges and other interest arrangements with the transaction partners and their controlling shareholders, actual controllers and related parties, and combine the current credit, pledge risk, non cancellation of the pledge of certificates of deposit, subsequent reduction arrangements of related parties, etc, Explain the purpose of this transaction and clarify whether there are improper demands such as maintaining the stock price.
Secondly, for the two proposals involved in this transaction, Sundy Land Investment Co.Ltd(600077) the three independent directors abstained. The reason is: the company’s external financial assistance has entered a strange field and increased certain unknown risks. The company should make a detailed due diligence in combination with its own cash flow, and make prudent decisions taking into account the current international situation, future trend, economic risks and industry research.
Therefore, the inquiry letter requires Sundy Land Investment Co.Ltd(600077) self inspection and supplementary disclosure: the planning process of this transaction and relevant responsible persons; Other directors, in combination with the waiver opinions of independent directors, fully explain the situation, basis and work of expressing opinions on this transaction, and on this basis, explain whether they are diligent and responsible in relevant matters and whether they make independent decisions; Combined with the waiver opinions of independent directors, explain the measures the company has taken and plans to take, clarify whether necessary due diligence procedures have been carried out, and on this basis, explain the reasons for promoting relevant projects in the case of large differences of opinions of the board of directors.
Third, the announcement shows that Songdu lithium was established on March 9, 2022, with a registered capital of 100 million yuan, of which Sundy Land Investment Co.Ltd(600077) holds 51%, and the remaining minority shareholders are two newly established partnerships, with a registered capital of 1 million yuan and 100000 yuan respectively. Within 30 days after Songdu lithium branch completes the registration, all parties shall pay the capital contribution in full. In addition, Songdu lithium has seven directors, and Sundy Land Investment Co.Ltd(600077) has the right to appoint three.
Therefore, the inquiry letter requires Sundy Land Investment Co.Ltd(600077) to verify and supplement the disclosure: the background and reasons of cooperation with the two partnerships, and explain whether they have the ability to make capital contributions and the source of capital contributions in combination with the registered capital of the two partnerships, and self-examine and explain the company, controlling shareholders Whether the actual controller and all directors, supervisors and senior executives have any relationship, business and capital exchanges, other interest arrangements, etc. with the two partnerships and their partners; Clarify the specific source of financial assistance funds of RMB 1.6 billion and whether all funds are provided by listed companies. If so, it is necessary to demonstrate the commercial rationality and explain whether it is suspected of damaging the interests of listed companies and shareholders.
It is worth noting that according to the announcement, the financial assistance provided by Songdu lithium in this project is 1.6 billion yuan, accounting for 33.93% of the audited net assets of Sundy Land Investment Co.Ltd(600077) in the latest period. By the end of September 2021, Sundy Land Investment Co.Ltd(600077) monetary capital balance was 7.723 billion yuan, including 3.941 billion yuan of restricted capital and 2.041 billion yuan of short-term loans and non current liabilities due within one year. On January 22, 2022, Sundy Land Investment Co.Ltd(600077) announced that the repurchase plan could not be completed, and said that the main reason was to concentrate funds to ensure project operation and main business turnover.
Therefore, the inquiry letter requires Sundy Land Investment Co.Ltd(600077) to specify the payment method, object and time node of RMB 1.6 billion, and explain the specific source of funds in combination with the company’s credit situation. At the same time, in combination with the company’s current monetary capital situation, daily working capital demand, debt repayment arrangement in the latest year, explain the rationality of large amount of external financial assistance, whether the remaining funds can meet the daily working capital needs, fully explain the possible adverse impact on the company’s production and operation and debt repayment ability, and the company’s countermeasures. In addition, in combination with the failure to complete the repurchase plan in the early stage and the reasons for disclosure, explain whether there is any inconsistency in information disclosure after a lapse of more than one month, that is, the company plans to provide large financial assistance to the outside world and set foot in industries unrelated to its main business.
