Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022024 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
With regard to the announcement of receiving the inquiry letter on the cash acquisition of equity by Jiangsu Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Machinery Co., Ltd. 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 legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company") received the inquiry letter on the acquisition of equity by Jiangsu Tongli Risheng Machinery Co.Ltd(605286) cash from Shanghai Stock Exchange on March 19, 2022 (shgh [2022] No. 0192, hereinafter referred to as "the inquiry letter"). According to the relevant regulations of Shanghai Stock Exchange, the full text of the inquiry letter is hereby announced as follows: " Jiangsu Tongli Risheng Machinery Co.Ltd(605286) :
On March 18, 2022, your company disclosed that it planned to terminate the issue of shares and pay cash to purchase assets and raise supporting funds, and at the same time, it was changed to acquire 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as "Tianqi Hongyuan" or "the target company") in cash. 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. On programme adjustment. The company's preliminary plan disclosed that it plans to issue shares and pay cash to acquire 51% equity of Tianqi Hongyuan, which needs to be submitted to the M & A Review Committee of CSRC for review. Today, the company disclosed that it plans to terminate the previous scheme and change it to cash. The transaction price is RMB 71.8 million. It is not expected to constitute a major asset restructuring and does not need to be submitted to the general meeting of shareholders for deliberation. The company is requested to verify and make supplementary disclosure: (1) the reason and rationality of the adjustment of the transaction plan from issuing shares and paying cash to purchase assets to cash acquisition, and whether it is to avoid performing the subsequent approval procedures; (2) The specific process and important time nodes of the transaction plan shall be significantly adjusted to clarify whether there are problems such as untimely, inaccurate, incomplete and insufficient risk tips in the information disclosure. The sponsor is invited to comment.
2. Occupation of funds for the target. In the early stage, the company prepaid 100 million yuan of equity transfer to Jiusheng Xihua (Zhuhai) investment partnership (limited partnership) (hereinafter referred to as "Jiusheng Xihua"), which is controlled by Wang Ye, the actual controller of the target company, to solve the problem of fund lending of the related parties of the target company to the target company, and continue to provide it after cash restructuring. Meanwhile, the filed equity transfer agreement shows that Li Guoping, the actual controller of the listed company, also provided 75 million yuan of cooperation intention to another counterparty controlled by Wang Ye. The company is requested to verify and make supplementary disclosure: (1) explain whether the relevant arrangements actually provide liquidity for the counterparty and whether there are other interest arrangements in combination with the use and current status of the advance payment; (2) Whether the counterparty and its related parties have other capital transactions and transaction arrangements with the target company, and explain whether there are potential risks such as capital occupation in the future in combination with the credit status of the counterparty; (3) The specific contents and reasons of Li Guoping's cooperation with the target, and in combination with the specific communication conditions of the listed company, Li Guoping, the target and other parties, explain whether the above cooperation affects the investment decision of the listed company and whether it actually constitutes related party transactions.
3. Impact of acquisition. The announcement shows that the company will acquire 51% equity of Tianqi Hongyuan in the form of equity transfer and capital increase with cash of 490 million yuan. According to the annual report, the company's monetary fund balance at the end of 2021 was only 282.75 million yuan, including 185.5 million yuan of raised funds. Please verify and make supplementary disclosure: (1) the source and feasibility of this transaction; (2) Explain the impact of this transaction on the company's liquidity and whether it will affect the company's normal production and operation in combination with the company's liquidity, asset liability structure, capital turnover cycle and available financing channels; (3) Combined with the background and division of labor of the company's production and operation personnel and the management arrangement after the acquisition of the target company, analyze whether there are uncontrollable risks when the equity ratio is close after the acquisition.
4. On the subject performance. According to the preliminary restructuring plan, the target company's operating income in 2020 was 1.871 million yuan and net profit was -9.6401 million yuan; From January to September 2021, the operating revenue was 901626 million yuan and the net profit was 223597 million yuan. Today, the company disclosed that the operating income of the target company in 2021 was 383748 million yuan and the net profit was 644384 million yuan. The scale of assets, liabilities and performance of the target company increased significantly in the short term. The company is requested to verify and make supplementary disclosure: (1) explain the reasons and rationality of the short-term significant growth of the target company's performance, whether there are special arrangements and agreements with customers, and whether there is improper earnings adjustment in combination with the main ways the target company obtains orders, the specific situation of orders on hand, the main composition of assets and liabilities, business cycle and revenue recognition methods; (2) Combined with the dependence of the target company on key personnel and major customers, explain whether the subsequent performance growth is sustainable.
5. About the subject industry. The announcement shows that the target company focuses on the business of new energy power stations and some electrochemical energy storage businesses. The former is actually the traditional construction involving wind power and photovoltaic power stations, and the latter is mainly software design. The company is requested to verify and disclose: (1) explain the long-term industrial competitiveness of the target company in combination with its own patents, trademarks, copyrights and other intellectual property rights, the proportion and composition of technicians, and the amount of R & D investment; (2) Explain the business essence and the proportion of revenue in popular language.
6. On valuation. According to the announcement, the appraisal result of the income method is finally selected as the appraisal conclusion of this transaction. The value of all shareholders' equity under the income method is 711294300 yuan, with an estimated appreciation of 569381300 yuan and a appreciation rate of 401.22%. The company is requested to make supplementary disclosure: (1) the specific evaluation process of income method, including but not limited to the situation of relevant prediction indicators, the rationality of change trend assumptions and the basis for setting main parameters; (2) Combined with the comparable cases in the industry and market, it fully explains the basis and rationality of the high valuation premium rate of the income method of acquired assets. Please comment on it.
7. On performance commitments. According to the announcement, if the cumulative actually completed net profit of the target company in the performance commitment period does not reach the cumulative committed net profit in the performance commitment period, the counterparty shall compensate the company in cash, the amount of cash compensation shall not exceed 24 million yuan, and the excess part shall be compensated by the equity of the target company. The company is requested to make supplementary disclosure: (1) the reasons why cash compensation is not fully adopted this time, whether the total amount of performance compensation can fully cover the current pricing and fully protect the rights and interests of small and medium-sized investors of Listed Companies in combination with the equity value evaluation, and whether there is a risk that the underlying performance commitments are not met in the future, resulting in the decline of equity value; (2) Combined with the credit and assets of the counterparty, explain whether it has the ability to pay performance compensation and whether there is an alternative solution when the compensation cannot be completed. Independent directors are invited to express their opinions on the above matters one by one.
Please disclose it immediately after receiving this letter and reply to our department in writing within 5 trading days. "
According to the requirements of Shanghai Stock Exchange, the company will reply to the relevant questions of the inquiry letter as soon as possible and fulfill the corresponding information disclosure obligations. The information disclosure media designated by the company is the website of Shanghai Stock Exchange (www.sse. Com. CN.) And Shanghai Securities News, China Securities News, securities times and Securities Daily. Relevant information shall be subject to the announcements published in the above media. Please pay attention to investment risks. It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors March 21, 2022
