After the 12 daily limit since March 1, Sundy Land Investment Co.Ltd(600077) ( Sundy Land Investment Co.Ltd(600077) . SH) announced on March 22 that it had sold 324292 million employee stock ownership shares on March 22, almost clearing the employee stock ownership plan in 2018.
This wave of rise caused by the company’s lithium related announcement was pointed out by three independent directors as early as the time it was proposed, and the company had not even conducted a field visit, but collectively abstained from voting. Sundy Land Investment Co.Ltd(600077) fell to the limit on March 23 after the company announced the emptying of employee stock ownership. After the closing on March 23, the Shanghai stock exchange quickly issued a supervision letter to the company, with the reason of “issuing a supervision letter on the reduction of the company’s employee stock ownership plan and the delayed reply to the inquiry letter”.
“The large-scale reduction of the employee stock ownership plan shows that insiders may understand the more specific risk factors in the performance of the contract. At this time, the company is obliged to clearly disclose the specific risk factors, rather than generally prompt the risk of stock price fluctuation or repeat the opinions of independent directors.” Lawyer Wang Zhibin of Shanghai Minglun law firm told the reporter of Huaxia times.
empty ESOP while delaying reply
From March 1 to March 22, Sundy Land Investment Co.Ltd(600077) in 16 trading days, there were a total of 12 trading boards. In the process of this surge, the company’s involvement in “lithium extraction from Salt Lake” has attracted market attention.
On the evening of March 13, Sundy Land Investment Co.Ltd(600077) issued a “announcement on signing cooperation agreement and providing financial assistance to foreign countries”. Songdu lithium Co., Ltd., a wholly-owned subsidiary of the company, and Qidi Qingyuan signed a “Consortium Agreement” to form a consortium and jointly participate in the implementation of Tibet Summit Resources Co.Ltd(600338) “equipment, operation and technical services of 50000 tons / year lithium carbonate lake lithium extraction construction project of Argentina lithium potassium Co., Ltd.”. Tibet Summit Resources Co.Ltd(600338) signed a cooperation agreement with the consortium. The project involves a purchase amount of 1.6 billion yuan of equipment, which is fully advanced by Songdu lithium, which has the right to charge interest at an annual interest rate of 8% according to the advance amount. According to the company’s announcement at that time, due to the location of the project in Argentina, the company was temporarily unable to conduct on-site investigation due to the epidemic situation, and the company has not directly possessed the professional knowledge reserve, technology and personnel of the 50000 ton lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd., which is mainly responsible for the technical guarantee and improvement by enlightening Qingyuan linkage with the other party of the consortium and relying on the output of its professional team Equipment supply and other technical services.
This project was questioned by three independent directors at that time. “We understand that this external financial assistance is a business arrangement reached by the company for the development of new business, and the company also has certain risk prevention measures. According to the information provided by the company, we believe that the company’s diversified operation can disperse risks, but at the same time, entering unfamiliar fields increases certain unknown risks. The company should conduct detailed due diligence in combination with its own cash flow and consider the current international situation And future trends, economic risks and industry research, and make prudent decisions. In view of the above factors, we abstained from voting on this motion. ” Three independent directors abstained.
On the night of March 13, the exchange quickly sent an inquiry letter asking the company to explain the decision-making and commercial rationality of the project. However, the company did not complete the reply within the time limit required by the exchange, but announced the postponement of the reply on March 19, and supplemented the reasons for the postponement of the reply on March 20: whether the company, the controlling shareholder, the actual controller and all the directors, supervisors and senior executives have any affiliated relationship, business and capital transactions and other interest arrangements with the transaction partners and their controlling shareholders, actual controllers and related parties are still under verification; The commercial feasibility of the company’s participation in the project, including payment nodes and capital sources, is still under calculation; The company is still communicating with independent directors on matters requiring their opinions; The background and reasons for the cooperation between the company and the two partnerships and other relevant information need to be confirmed by the partner; The share price changes before the cooperation matters are not disclosed are still under verification.
However, while delaying the reply to the inquiry of the exchange, the company quickly emptied the employee stock ownership plan. On the evening of March 22, Sundy Land Investment Co.Ltd(600077) announced that the company had sold 32429200 shares in the employee stock ownership plan in 2018, with a transaction amount of 220 million yuan and an average transaction price of 6.77 yuan / share. On December 13, 2018, the company disclosed that its 2018 ESOP completed the purchase of 330287 million shares, accounting for 2.46% of the company’s total share capital, with a transaction amount of 128404 million yuan and an average transaction price of about 3.89 yuan / share. In other words, after the reduction, there are only Shanghai Pudong Development Bank Co.Ltd(600000) unsold shares left in the shareholding plan, with a cash out of 98%. Based on the average warehouse building price of 3.89 yuan per share and the average selling price of 6.77 yuan per share, the shareholding plan in this period has achieved a yield of 74% and a profit of about 95 million yuan. According to Sundy Land Investment Co.Ltd(600077) previous disclosure, the nine directors, supervisors and senior executives represented by the chairman accounted for 41.43% of the share of the 2018 shareholding plan, of which Yu Jianwu, chairman, was the highest, accounting for 11.67%.
The price of the company’s shares held in 2016 is 4.994 million yuan / share, which is worth noting. As of press time, there was no news of the reduction of employee stock ownership.
Shanghai Stock Exchange issued supervision work letter
Sundy Land Investment Co.Ltd(600077) fell to the limit on March 23 after the company announced the emptying of employee stock ownership. After the closing on March 23, the Shanghai stock exchange quickly issued a supervision letter to the company, with the reason of “issuing a supervision letter on the reduction of the company’s employee stock ownership plan and the delayed reply to the inquiry letter”.
\u3000\u3000 “The large-scale reduction of the employee stock ownership plan shows that insiders may understand the more specific risk factors in the performance of the contract. At this time, the company is obliged to disclose the specific risk factors clearly, rather than giving a general hint of the risk of stock price fluctuation or repeating the opinions of independent directors. In addition, there are not rare cases of cross-border investment explosion in China’s securities market, especially when listed companies make cross-border investment, they need to be more cautious responsible investigation. Judging from the current public information, Sundy Land Investment Co.Ltd(600077) does not seem to have completed this work. It is doubtful whether the management is diligent and responsible. ” Wang Zhibin told the reporter of Huaxia times.
It should be pointed out that Sundy Land Investment Co.Ltd(600077) still has many problems.
First, huge performance losses: on January 21 this year, Sundy Land Investment Co.Ltd(600077) released the performance forecast for 2021. According to the calculation of the financial department, the net profit attributable to the shareholders of the listed company in 2021 is expected to be about – 400 million yuan to – 300 million yuan, a year-on-year decrease of about 752 million yuan to 652 million yuan; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was about – 380 million yuan to – 270 million yuan, a year-on-year decrease of about 810 million yuan to 920 million yuan.
Second, it provides huge guarantees for major shareholders. Up to now, the balance of the pledge guarantee of certificates of deposit provided by the company to the controlling shareholders is still 2.837 billion yuan.
Third, the company’s previous repurchase commitment has not been fulfilled. At the beginning of last year, Sundy Land Investment Co.Ltd(600077) made a plan to buy back shares, and planned to buy back the company’s shares with 130260 million yuan, and use the repurchased shares for equity incentive. However, after a whole year, Sundy Land Investment Co.Ltd(600077) only spent 8 million yuan to buy back shares.
Fourth, the chairman of the company was punished for insider trading. Yu Jianwu, chairman of Sundy Land Investment Co.Ltd(600077) board of directors, received a huge fine at the end of last year due to suspected insider trading and was fined and confiscated a total of about 147 million yuan.
