Securities code: Sundy Land Investment Co.Ltd(600077) securities abbreviation: Sundy Land Investment Co.Ltd(600077) Announcement No.: pro 2022028 Sundy Land Investment Co.Ltd(600077)
Announcement on receiving the inquiry letter 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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Sundy Land Investment Co.Ltd(600077) (hereinafter referred to as “the company” or “the company”) received the inquiry letter on matters related to Sundy Land Investment Co.Ltd(600077) signing cooperation agreement and providing external financial assistance from Shanghai Stock Exchange on March 13, 2022. The contents of the inquiry letter are hereby announced as follows:
“On March 13, 2022, your company disclosed that the holding subsidiaries Zhejiang Songdu lithium Technology Co., Ltd. (hereinafter referred to as Songdu lithium Technology) and tus Qingyuan (Shanghai) new material technology Co., Ltd. (hereinafter referred to as tus Qingyuan) and Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as Tibet Summit Resources Co.Ltd(600338) ) And other relevant parties signed agreements to advance 1.6 billion yuan to participate in relevant projects. All three independent directors of the company abstained. In view of the great impact of the above matters on the company, in accordance with article 13.1.1 and other relevant provisions of the stock listing rules of the exchange, your company is hereby requested to further verify the following matters and disclose them to the public.
1、 Decision making and commercial rationality of the project
1. 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, franchise and entrusted operation of Tibet Summit Resources Co.Ltd(600338) 50000 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. The company is requested to make supplementary disclosure: (1) in combination with the main responsibilities and obligations of all parties in this cooperation, specify the specific resources to be provided and the economic benefits to be obtained by all parties, and clarify whether the company needs to make follow-up investment in addition to the financial assistance provided by the company; (2) 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; (3) The specific conditions of tus Qingyuan and relevant teams, including but not limited to the operation experience in relevant fields of the project, the scale and profitability of the project in the early stage of operation, the obtained technical patents and applications, and clarify whether tus Qingyuan has all relevant technologies, personnel and experience required by the project, whether it needs outsourcing, outsourcing, or obtaining the technical license of other parties, And explain the benefit distribution mechanism of the company and tus Qingyuan in terms of cost settlement, expense allocation and income distribution; (4) Self check whether the company, the controlling shareholder, the actual controller and all directors, supervisors and senior executives have any 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 and large deposit certificate pledge of your company’s controlling shareholder and actual controller The subsequent reduction arrangements of relevant parties, explain the purpose of this transaction and clarify whether there are improper demands such as maintaining the stock price. 2. For this transaction, the three independent directors abstained from voting on the above two proposals on the grounds that the company provided financial assistance to the outside world, entered unfamiliar fields and increased certain unknown risks. The company should conduct detailed due diligence in combination with its own cash flow, and consider the current international situation, future trend, economic risks and industry research, Make prudent decisions. The company is requested to conduct self-examination and make supplementary disclosure: (1) the planning process of this transaction and relevant responsible persons; (2) 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; (3) In combination 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; (4) Quantify the commercial feasibility of the company’s participation in the project, and all directors, supervisors and senior managers shall explain whether the transaction is conducive to safeguarding the interests of the listed company and all shareholders.
3. Songdu lithium branch, the main body providing financial assistance to the outside world, was established on March 9, 2022, with a registered capital of 100 million yuan, of which the company 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 the company has the right to appoint three. The company is requested to verify and make supplementary disclosure: (1) the background and reasons for the cooperation with the two partnerships, 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 whether the company, controlling shareholders, actual controllers and all directors, supervisors and senior management have any relationship with the two partnerships and their partners Business and capital transactions, other interest arrangements, etc; (2) Clarify the specific source of financial assistance funds of 1.6 billion yuan and whether all funds are provided by listed companies. If so, please demonstrate the commercial rationality and explain whether it is suspected of damaging the interests of listed companies and shareholders; (3) Explain in detail the risk sharing and benefit distribution mechanism of shareholders of Songdu lithium branch, and clarify whether the listed company can actually control it in combination with the seat arrangement and decision-making mechanism of the board of directors of Songdu lithium branch.
2、 Risks associated with the project
4. According to the announcement, Songdu lithium needs to advance 1.6 billion yuan for all contract equipment and charge interest at the annual interest rate of 8% Tibet Summit Resources Co.Ltd(600338) shall be repaid in three installments within three years after the completion acceptance of the membrane process section of the project or within three years from March 31, 2024 (including March 31, 2024), whichever is earlier, and shall be guaranteed by its own credit. According to Tibet Summit Resources Co.Ltd(600338) periodic report, by the end of September 2021, its monetary capital balance was only 103 million yuan, and its net assets were only 2.696 billion yuan, mainly exploration assets of 1.257 billion yuan and fixed assets of 1.546 billion yuan. Please further verify and disclose the source of Tibet Summit Resources Co.Ltd(600338) repayment funds in combination with Tibet Summit Resources Co.Ltd(600338) ‘s capital situation, the difficulty of asset realization, only providing credit guarantee, and the preconditions for the company’s collection, and analyze the risk degree of difficulty in recovering the principal of financial assistance and the adequacy of relevant safeguard measures. Independent directors are invited to express their opinions.
5. The agreement stipulates that the consortium will hand over the project and relevant licenses to Tibet Summit Resources Co.Ltd(600338) . After the expiration of the franchise period, the consortium has the right to implement the entrusted operation, charge the entrusted operation fee according to the agreement, and ensure that the project output is not lower than the reasonable output during the franchise period.
During the cooperative operation period, the product processing fee is tentatively set at 19800 yuan / ton, or determined by both parties through negotiation, Tibet Summit Resources Co.Ltd(600338) ensure that the consortium can obtain corresponding operating profits Tibet Summit Resources Co.Ltd(600338) guarantee the normal construction and operation of the project by the consortium in Argentina without external interference, with a guarantee period of 5 years. The company is requested to verify and make supplementary disclosure: (1) whether the specific period and starting point of franchise period and cooperative operation period are consistent with the normal construction and operation period of Tibet Summit Resources Co.Ltd(600338) guarantee Consortium; In case of inconsistency, fully explain the possible business risks faced by the company and the consortium after the end of Tibet Summit Resources Co.Ltd(600338) guarantee period and the countermeasures to be taken; (2) Specify the reasonable output during the franchise period and the specific agreement on the settlement of operating income between both parties, including but not limited to the specific composition and calculation method of operating profit, settlement cycle, performance guarantee measures, account period agreement, etc; (3) In combination with relevant agreements, project output and the economic and political environment of the implementation area, it fully explains the uncertainty of the company’s operating income.
3、 Source of funds and others
6. 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 company’s latest audited net assets. By the end of September 2021, the company’s monetary capital balance was 7.723 billion yuan, including 3.941 billion yuan of restricted funds, and 2.041 billion yuan of short-term loans and non current liabilities due within one year. On January 22, 2022, the company announced that it could not complete the repurchase plan, and said that the main reason was to concentrate funds to ensure project operation and main business turnover. The company is requested to: (1) 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; (2) In combination with the company’s current monetary capital situation, daily working capital demand and 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; (3) Combined with the failure to complete the repurchase plan in the early stage and the reasons for disclosure, explain whether the company plans to provide large financial assistance to the outside world and set foot in industries unrelated to its main business after a lapse of more than one month, and whether there is any inconsistency in information disclosure.
7. On February 22, 2022, Tibet Summit Resources Co.Ltd(600338) disclosed that it had signed a cooperation agreement with tus Qingyuan and its consortium. Since February 22, the company’s share price has increased by 24.16% and has been trading for three consecutive days from March 1 to March 3. The company is requested to make supplementary disclosure: (1) the planning process of this cooperation, including but not limited to the sponsors, important time nodes, main participants, etc., and on this basis, explain whether there is any problem of untimely information disclosure; (2) The company and the counterparty shall conduct a comprehensive self-examination of the registration of insiders and the control of insider information of this transaction, explain whether the company’s insider information system is sound, whether the planning and cooperation matters strictly implement the relevant provisions of insider information control, and verify the directors, supervisors, controlling shareholders and actual controllers, counterparties, other relevant parties and their directors, supervisors Major shareholders, actual controllers and other insiders of the insider’s recent stock transactions, and submit the relevant information of the insiders of the insider for verification in accordance with the regulations.
Please disclose the information immediately after receiving this inquiry letter, reply to our department in writing within five trading days, and fulfill the corresponding information disclosure obligations. “
The company will timely organize relevant personnel to reply to the matters involved in the inquiry letter and fulfill the obligation of information disclosure in a timely manner. It is hereby announced.
Sundy Land Investment Co.Ltd(600077) board of directors March 14, 2022
