Securities code: Sundy Land Investment Co.Ltd(600077) securities abbreviation: Sundy Land Investment Co.Ltd(600077) Announcement No.: pro 2022043 Sundy Land Investment Co.Ltd(600077)
Announcement on reply to inquiry letter of 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.
Important content tips:
1、 On March 13, 2022, the company received the inquiry letter on matters related to Sundy Land Investment Co.Ltd(600077) signing cooperation agreement and providing financial assistance to foreign countries (szgh [2022] No. 0182) from Shanghai Stock Exchange. The board of directors of the company attached great importance to this and actively organized relevant personnel to verify it item by item. Since the parties to the transaction are still negotiating the commercial arrangement and the subsequent agreement is still negotiating, based on the consideration of the interlocking business arrangement, the company is unable to disclose the matters not agreed at the moment, so the company failed to reply to all the matters inquired by the Shanghai Stock Exchange in this reply.
2、 There is great uncertainty about the promotion of cooperation projects
1. No field visits have been conducted. Affected by the epidemic situation, the company is unable to conduct on-site investigation on the project site in a short time and the existing projects of Qidi Qingyuan (mainly Golmud, Qinghai). There is a risk of uncertainty in the promotion of the project due to information asymmetry.
2. The expense settlement mechanism and income distribution paid to tus Qingyuan have not been clarified, which leads to the uncertainty of the company’s fund payment arrangement. At present, the equipment supply agreement and technical service agreement between the company and tus Qingyuan have not been signed, and the project funds and technical service fees paid by the company to tus Qingyuan have not been clarified. At the same time, it brings uncertain risks to the fund payment node and arrangement plan of the company.
3. The construction of its own technical team has not been completed. The company and other shareholders jointly invested in Songdu lithium branch to attract relevant business teams. However, based on the protection of trade secrets, competition restrictions and other considerations, the company is unable to disclose the background of relevant shareholders and teams. At present, the team is not fully in place, and there is uncertainty in the construction of the team, which will lead to the risk of uncertainty in the progress of the project.
4. The capital contribution ability of other shareholders of Songdu lithium branch cannot be fully verified, and the cooperation mechanism between the company and other shareholders has not been clarified. The remaining shareholders hold 49% of the equity of Songdu lithium branch, and the company cannot fully verify the contribution ability of the paid in registered capital of Songdu lithium branch; In terms of financial support for the amount of 1.6 billion, the remaining shareholders promised to make capital contributions according to their shareholding ratio of Songdu lithium branch. However, the company does not rule out the possibility of advance capital for the sake of prudence and project promotion. In terms of income distribution, the profit distribution mechanism between the company and other shareholders has not been fully confirmed. 5. The source of contribution of the company is the project sales collection, which is difficult to achieve the expected possibility. The company’s advances are mainly from the sales of real estate projects and the return of funds. Affected by the financing policy, pre-sale fund supervision policy and other environmental factors, as well as the periodic operation of real estate projects, it may be difficult to achieve the expected sales collection, and the company’s performance ability is uncertain, which may also lead to the risk of default.
6. The company has the risk of being unable to control Songdu lithium. From the perspective of board seats and decision-making mechanism, since major matters can take effect only with the consent of 5 / 7 or more members of the board of directors, the company occupies only three board seats of Songdu lithium branch, and the company has no actual control over Songdu lithium branch for the time being. In view of the fact that the voting rights entrustment agreement of directors to be signed by the company with other shareholders of Songdu lithium is still in progress and has not been signed yet, in conclusion, the company has the risk of being unable to control Songdu lithium.
7. The project is located overseas, with many unforeseen factors. As the project is located in Argentina and the business subject and scope of the company are all in China, there are many difficulties such as team organization, transnational experience, management radius and so on. In addition, in view of the current complex international economic situation, geopolitical changes and other factors, there are many unforeseen risks that may hinder the implementation of the project.
Based on the above situation, remind investors to pay attention to investment risks.
3、 Relevant opinions of independent directors and audit committee
The independent directors abstained from voting at the board meeting held by the company in the early stage. The independent directors 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 make detailed due diligence in combination with the company’s own cash flow, and make prudent decisions taking into account the current international situation, future trend, economic risks and industry research.
With regard to the inquiry matters involved in this inquiry letter, the independent directors expressed the following opinions: we have received the information publicly disclosed by Tibet Summit Resources Co.Ltd(600338) provided by the company. From the obtained information, it can be partially judged that if Tibet Summit Resources Co.Ltd(600338) current fixed assets are not mortgaged, they have certain realizable conditions. In addition, it can be seen from the information obtained that Tibet Summit Resources Co.Ltd(600338) did not find any major bad overdue in the credit investigation records, and it also publicly disclosed the plan of raising funds to be invested in the project and the feasibility analysis of the project, Tibet Summit Resources Co.Ltd(600338) also has a relatively clear repayment node for the company’s advance behavior. We believe that if the information about Tibet Summit Resources Co.Ltd(600338) is true and fair, there is no major error or omission in the relevant information provided by the company, and the risk of the company’s recovery of the principal of financial assistance can be controlled only on the premise that the implementation of the agreement meets the expectations of all parties, the smooth progress of the project and the successful completion of Tibet Summit Resources Co.Ltd(600338) non-public offering of shares. It is suggested that during the implementation of the project, the company should pay attention to the prevention and control of related financial risks, actively contact with all partners, ensure the smooth implementation of the project, continue to strengthen the control of the above guarantee measures, and strive to effectively reduce various risks in the process of operation.
As for the company’s failure to fully respond to the inquiry of the Shanghai Stock Exchange, the independent directors believe that they have reservations about relevant matters because they involve the prediction of future and uncertain matters.
With regard to the 2022 annual budget adjustment report issued by the financial department of the company, Du Xingqiang and Hua Min, the audit committee of the board of directors of the company, believe that they have reservations about relevant matters because they involve the prediction of future and uncertain matters.
The company reminds investors to pay attention to the opinions of independent directors and audit committee and pay attention to investment risks.
4、 Reduction of employee stock ownership plan
On March 8, 2022, the company’s 2016 ESOP and 2018 ESOP Management Committee decided to sell the shares of the two phases of ESOP. On March 23, 2022, all 33028700 shares of the company’s shares held by the company’s 2018 employee stock ownership plan have been sold. Among them, the total income generated by the actual contribution of the company’s directors, supervisors and senior managers (Yu Jianwu, Wang Qinghua, Chen Zhenning, Xiao Jianke, Zheng Xiliang, Zhu Jin and Li Jinxing) in the current employee stock ownership plan is 271961 million yuan (the amount of income is the estimated data, which shall be subject to the liquidation data of the Management Committee).
5、 The company cannot fully verify the transactions in the sensitive period
After the company’s effective verification, the insider informed that Mei Bo, general manager of Qingyuan, held shares of the company from March 1 to 3, 2022 (i.e. during the change of the company’s share price), and the company did not know the time point of its early purchase and subsequent transactions; Nie Shuangqin, a director of Songdu lithium Technology Co., Ltd. (a director dispatched by other shareholders), had purchased 1100 shares of the company on March 2, 2022, and the company did not know its subsequent transactions.
After effective verification by the company: during the period from March 4 to 13, 2022 (i.e. from the date of the notice of the board of directors to the disclosure), the directors, supervisors, senior managers, controlling shareholders, actual controllers of tus Qingyuan, Tibet Summit Resources Co.Ltd(600338) , Beihai lithium, Hainan Huazhi and the directors, supervisors and senior managers dispatched by other shareholders of Songdu lithium branch, the company’s holding subsidiary, cannot fully verify the stock trading of the company.
6、 The company has not replied to the supervision letter received on March 23, 2022
Up to now, the company has not replied to the regulatory work letter on the reduction of Sundy Land Investment Co.Ltd(600077) relevant employee stock ownership plan and the delayed reply to the inquiry letter issued by Shanghai Stock Exchange on March 23, 2022, and the regulatory concern letter issued by Zhejiang securities regulatory bureau. The company is actively organizing relevant personnel to reply to the matters involved in the letter and fulfill the obligation of information disclosure in time.
Interpretation of this announcement
The company, the company and Sundy Land Investment Co.Ltd(600077) refer to Songdu Jiye Co., Ltd
Party A, Tibet Summit Resources Co.Ltd(600338) refers to Tibet Summit Resources Co.Ltd(600338)
Party B refers to Zhejiang Songdu lithium Technology Co., Ltd. and tus Qingyuan (Shanghai) new material technology Co., Ltd
A consortium of Companies
Party B 1. Songdu lithium refers to Zhejiang Songdu lithium Technology Co., Ltd
Party B II. Tus Qingyuan refers to tus Qingyuan (Shanghai) new material technology Co., Ltd
Beihai lithium want refers to the partnership (limited partnership) invested by Beihai lithium want
Hainan Huazhi refers to Hainan Huazhi investment partnership (limited partnership)
The remaining minority shareholders refer to Beihai Lixiang and Hainan Huazhi
The controlling shareholder of the company refers to Zhejiang Songdu Holding Co., Ltd
The actual controller / Chairman / President of the company refers to Yu Jianwu
This project refers to the lithium extraction construction project of lithium carbonate salt lake with an annual output of 50000 tons
The company received the notice on Songdu Jiye Investment Co., Ltd. from Shanghai Stock Exchange on March 13, 2022
The inquiry letter on matters related to the signing of cooperation agreement and external financial assistance by the company (szgh [2022] No. 0182) is hereby explained as follows after verification by the company:
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, 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, accepting punishment, negotiating with the owner and handling relevant economic negotiations. The above cooperation constitutes financial assistance to Tibet Summit Resources Co.Ltd(600338) . 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 inspection of the company, controlling shareholders, actual controllers and all directors, supervisors and senior executives, as well as the transaction partners and their controlling shareholders
Whether the actual controller and related parties have related relationships, business and capital transactions and other interest arrangements, and
The current credit, pledge risk and pledge of certificates of deposit of your company’s controlling shareholder and actual controller have not been lifted, and relevant
Party’s subsequent reduction arrangements, explain the purpose of this transaction, and clarify whether there are improper demands such as maintaining the stock price.
reply:
(1) In combination with the main responsibilities and obligations of each party in this cooperation, specify the tools that each party needs to provide
Physical resources and economic benefits obtained, and clarify whether the company needs follow-up investment in addition to the financial support provided by the company.
1.1 main responsibilities and obligations of each party
First, the main responsibilities and obligations of Songdu lithium and tus Qingyuan under the Consortium Agreement:
Songdu lithium branch: 1) undertake the responsibilities of the contract and accept the instructions of the owner, and be responsible for the advance, supply and
Operation and other work; 2) Accept the equipment purchase fee paid by the owner and the contract payment paid by the owner;
Enlighten Qingyuan: 1) jointly undertake the responsibilities of the contract, accept the instructions of the owner under the contract and obey
Manage the leading unit, cooperate with the leading unit to complete the construction of the contract, and be responsible for the technical support and design of the contract
Provide capital, supply of core equipment and relevant technical services, and jointly undertake joint and several liabilities to the owner with the lead unit
Responsibility; 2) Accept the project funds paid by the leading unit.
Secondly, the main responsibilities and obligations of Party A and Party B under the cooperation agreement:
Party A: 1) authorize Party B to operate and pay Party B’s product handling fee; 2) Party A is obliged to protect Party B
The normal operation of the project is free from external interference and meets the requirements of local laws, regulations and policies of Argentina; 3）
Party A is responsible for the supply and operation of Party B’s brine treatment project.
Party B: 1) financing, design, construction, operation and maintenance of the project; 2) Equipment to be provided
Meet the requirements of project construction scale, output scale and output quality;
Before the completion of the project, Party A and Party B shall not retain, mortgage or pledge the equipment or implement other damaging measures
The losses caused by the breach of contract by the construction party and the operation party shall be borne by the construction party.
