Securities code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: pro 2022023
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Reply announcement on the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
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. Important content tips:
● reasons for the company's repeated delay in replying to the restructuring inquiry letter
On December 30, 2021, the company disclosed the report plan for major asset sale and related party transactions. On January 12, 2022, the company received the inquiry letter on information disclosure of the plan for major asset sale and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (shgh [2022] No. 0020) (hereinafter referred to as the "inquiry letter") from Shanghai Stock Exchange, requesting further explanation and explanation on issues related to restructuring. During the communication between the company and the independent financial consultant in the early stage, due to the failure of both parties to reach an agreement on the arrangement of project personnel and the follow-up schedule of the project, the financial consultant in the early stage will not promote the relevant work after friendly negotiation.
In February 2022, the company invited East Asia Qianhai Securities Co., Ltd. (hereinafter referred to as "East Asia Qianhai securities") to act as the independent financial adviser for this major asset restructuring, and participate in and perform the relevant due diligence verification of this transaction. In response to the inquiry letter of this restructuring, in order to improve the quality of information disclosure, fully protect the interests of small and medium-sized investors and ensure the authenticity, accuracy and integrity of information disclosure, we have fully communicated, studied and demonstrated with relevant parties on the inquiry letter and related issues involved in this transaction. East Asia Qianhai securities mainly carries out general due diligence through on-site interviews with listed companies on site, obtaining relevant materials of due diligence and participating in various discussion meetings. Subject to the impact of covid-19 epidemic, it has adopted alternative procedures such as network and video verification and obtaining third-party reports for the due diligence of overseas subject assets. Relevant risk tips:
● this transaction still needs to be approved by competent authorities and regulatory authorities, and there is uncertainty about whether it can be implemented.
This transaction still needs to go through the overseas investment filing procedures of Shandong Provincial Development and Reform Commission and Shanghai Municipal Department of Commerce and be approved by the Australian Foreign Investment Review Committee; Some progress has been made in the due diligence, audit and evaluation of the assets of this transaction, and the audit report and evaluation report have not been finally issued at present; The transaction still needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, and there is uncertainty about whether it can be implemented.
● the debts and guarantees between the company and the target company will be settled before the general meeting of shareholders, but it is uncertain whether they can be settled as scheduled.
As of June 30, 2021, the debts payable by the subject company to the subsidiaries of the listed company amounted to 504633 million yuan; The total amount of project guarantees provided by the target company to the subsidiaries of the listed company amounted to 955833 million yuan. The controlling shareholders of the listed company will assist the target company to solve the transaction before it is deliberated by the shareholders' meeting of the listed company, but there is uncertainty whether it can be solved as scheduled.
● after this transaction, there is a risk that the company's operating revenue and net profit will decline significantly in the short term.
After the sale of the underlying assets, the company's operating revenue is expected to decline by 62% and its net profit is expected to decline by 97%. In the short term, it will have a great impact on the company's operating revenue and net profit.
● there is uncertainty about whether the performance commitment of Shandong aikewei Biotechnology Co., Ltd. (hereinafter referred to as "aikewei biotechnology") can be realized.
Aikewei biological company recently acquired by the company has the risk that its future operation does not meet expectations and its performance commitment cannot be realized.
● some equity transfer funds of Jinan high tech Zone Tianye microfinance Co., Ltd. (hereinafter referred to as "Tianye microfinance") have not been recovered.
The equity of Tianye small loan sold by the company in the early stage has been frozen by the judiciary due to litigation matters. At present, the asset delivery has not been completed. According to the equity transfer agreement between the company and the controlling shareholder, the second phase of equity transfer is 270728 million yuan, which has not been paid by the controlling shareholder. At present, Tianye small loan is no longer within the scope of the company's consolidated statements.
● it is uncertain whether the transfer of the two mines of golden dragon mine and fields find can be completed successfully.
The golden dragon mine and fieldsfind mine involved in the golden dragon project that the company is selling overseas through public inquiry have preliminarily determined the interested party of the transaction. Now the interested party is further carrying out due diligence and negotiating the contents of the agreement. The final agreement has not been signed. It is uncertain whether the golden dragon mine and fields find mine can be sold.
● some alternative procedures have been implemented in the due diligence of this transaction.
Due to the impact of the epidemic, during the due diligence process of intermediaries, there are objective restrictions on the due diligence method of domestic independent financial consultants, lawyers, audit and evaluation institutions for overseas subject assets, that is, it is impossible to carry out on-site due diligence abroad. In order to fully deal with the restrictions of the above due diligence method, domestic intermediaries need to adopt alternative procedures to ensure the authenticity, accuracy and integrity of the due diligence results as much as possible.
The company received the inquiry letter on January 12, 2022. For details, see the announcement on receiving the inquiry letter from Shanghai Stock Exchange disclosed by the company on January 13, 2022. According to the requirements of the inquiry letter, the company has carefully analyzed and implemented the relevant issues one by one with relevant intermediaries, and now replies to the relevant matters as follows, and makes corresponding amendments and supplementary disclosure to the plan for major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd.
Unless otherwise specified, the abbreviations appearing in the reply announcement of this inquiry letter are the same as those in the plan for sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Revised Version).
Question 1 About the risk of capital occupation in the sale of assets. According to the plan, the company plans to sell 100% equity of nqm to Yurun gold, a wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) the related party, with an estimated value of 913 million yuan. As of June 30, 2021, the total debt payable by the subject company to the listed company and its subsidiaries was about 504633 million yuan; The total amount of project guarantees provided by listed companies accepted by the target company amounted to 955833 million yuan. Please the company: (1) the background, reason, time and amount of the formation of separate listed debts, and verify whether there are other creditor's rights, debts, guarantees, capital occupation and other interests between the company and the subject company and the controlling shareholder in addition to the above disclosed creditor's rights and guarantees; (2) After the completion of this transaction, the company will increase the occupation of funds by related parties. Please clarify the specific measures and time arrangement to solve the above occupation of funds, analyze whether the relevant arrangements harm the interests of the listed company, whether they comply with the relevant provisions of reorganization, and fully prompt the risk.
The financial advisor is invited to comment.
reply:
1、 The background, reason, time and amount of the formation of separate listed debts, and verify whether there are other interest transactions such as creditor's rights, debts, guarantees and fund occupation between the company and the target company and the controlling shareholder in addition to the above disclosed creditor's rights and guarantees;
(I) background, reason, time and amount of separate debt
On August 15, 2016, through deliberation and approval at the 31st extraordinary meeting of the 8th board of directors, mingar Jinyuan, a subsidiary of the company, acquired CQT gold held by conquest mining Pty Ltd through competitive bidding
Australia Pty Ltd has 100% equity and CQT holdings Pty Ltd has 100% equity, thus indirectly holding 100% equity of nqm company. The delivery and change procedures of the underlying assets were completed on September 7.
1. Guarantee details of listed company and target company
According to the regulations of the local government of Australia, nqm company shall pay the deposit of mining right and the deposit of reclamation for mining. To this end, minkal Jinyuan has paid nqm environmental protection and reclamation deposit and mining right deposit by issuing a letter of guarantee of Bank Of China Limited(601988) Australian dollars in full to the Queensland government and paying funds in Australian dollars to the state government's financial account. As of June 30, 2021, the total balance of the above guarantees is equivalent to RMB 955833 million. The details are shown in the table below:
No. guarantee amount (10000 yuan) formation time guarantee provider formation reason
AUD) (10000 yuan)
1 128747624783 on September 1, 2016, minkal Jinyuan paid the reclamation deposit of nqm company to Bank Of China Limited(601988) company
2.99.10 480.91 on September 1, 2016, minkal Jinyuan paid the reclamation deposit of nqm company to Bank Of China Limited(601988) company
3.17.49 84.86 on April 23, 2019, minkal Jinyuan shall pay the reclamation deposit of nqm company to Bank Of China Limited(601988) company
4.47.67 231.31 on January 18, 2021, minkal Jinyuan shall pay the reclamation deposit of nqm company to Bank Of China Limited(601988) company
5 510.93247945 on February 23, 2021, minkal Jinyuan shall pay the reclamation deposit of nqm company to Bank Of China Limited(601988) company
6 0.50 2.43 on September 13, 2016, minkal Jinyuan paid the reclamation deposit of nqm company to the Queensland government
7.5.25.47 on September 13, 2016, minkal Jinyuan paid the reclamation deposit of nqm company to the Queensland government
8 0.25 1.21 on November 14, 2016, minkal Jinyuan paid the reclamation deposit of nqm company to the Queensland government
9.1.00 4.85 on December 2, 2016, minkal Jinyuan paid nqm company's mining right deposit to the Queensland government
Total 196966955833
The above guarantee is the financial support provided by mingar Jinyuan for the normal business development of nqm company in history. From June 30, 2021 to the date of issuance of this inquiry letter, there is no new situation in the above guarantee except that each amount is required by the Australian government. Before the deliberation of this trading shareholders' meeting, the relevant parties will take measures to remove the above guarantee liability of the listed company. After the completion of this transaction, the listed company will no longer add new guarantees with the target company.
2. Details of transactions between the listed company and the target company
In order to support the development of the target company, mingar Jinyuan, a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) during the reporting period, continued to provide financial support to nqm company. It mainly includes the following types:
(1) Since 2020, nqm company's capital expenditure has continued to grow, and the monetary capital of the target company has been occupied
And consumption is relatively large. Mingar Jinyuan provides loans to nqm company to ensure timely payment of supplier's payment;
(2) Before the completion of this transaction, nqm company was a wholly-owned subsidiary of minkal Jinyuan and had a close relationship with minkal
Erjinyuan belongs to the same tax group. Therefore, some public expenses such as production costs, office expenses and information maintenance are signed and paid by minkal Jinyuan, and minkal Jinyuan distributes the telephone fees, communication fees and property fees of common departments every month according to the proportion occupied by nqm company. After the completion of this transaction, the capital payment between minkal Jinyuan and nqm company will be clearly divided, and no new capital transactions will be added.
As of June 30, 2021, the above capital transactions were provided in Australian dollars, equivalent to RMB 504633 million
Yuan, including inter-bank lending, common cost sharing, prepaid property fees, etc. The formation details are as follows:
Serial number debt amount converted into RMB debt formation time creditor debt formation reason
(AUD 10000) (CNY 10000)
one
