0 experience base, 1.6 billion advance, 3 abstention votes, 2 regulatory letters and 12 daily limit boards. Is there any “reason” for Sundy Land Investment Co.Ltd(600077) “lithium”?
After an extension, on March 27, Sundy Land Investment Co.Ltd(600077) finally gave a “partial reply” to the inquiry letter received by the Shanghai stock exchange two weeks ago, admitting that there was great uncertainty in the promotion of the cooperation project, and the independent directors and the audit committee had reservations on relevant matters.
Looking back, it can be seen that on March 13, Sundy Land Investment Co.Ltd(600077) 3 announced that Songdu lithium Co., Ltd., a holding subsidiary, signed a consortium agreement with tus Qingyuan to jointly participate in the equipment, operation and technical services of the 50000 ton lithium carbonate salt lake lithium extraction construction project of Tibet Summit Resources Co.Ltd(600338) Argentina lithium potassium Co., Ltd. The purchase amount of equipment involved in the project is 1.6 billion yuan, 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.
It is worth noting that Sundy Land Investment Co.Ltd(600077) 3 independent directors abstained from voting on the above proposal during the deliberation of the board of directors. In addition, the advance of RMB 1.6 billion accounted for 33.93% of the audited net assets of Sundy Land Investment Co.Ltd(600077) in the latest period.
More intriguing is that after the company’s share price pulled out of the 12 board trend for 19 days, it suddenly announced on March 22 that the company’s 2018 employee stock ownership plan had sold 324292 million shares. As of March 23, all 33028700 shares held by the above employee stock ownership plan had been sold.
In two days, it sold out – this “fast, hard and accurate” reduction plan “did not reveal any trace” and did not set a word in Sundy Land Investment Co.Ltd(600077) 5 times of change announcement and risk warning.
on March 13 and March 23, the Shanghai Stock Exchange issued inquiry letters and supervision letters to Sundy Land Investment Co.Ltd(600077) respectively. It is reported that the Shanghai Stock Exchange has started the disciplinary process for the company
project pending
risky
Although the company’s “lithium” related issues have been “surging up” in the secondary market, from the latest Reply of Sundy Land Investment Co.Ltd(600077) Sundy Land Investment Co.Ltd(600077) , the actual project progress is still “not a single word”.
First of all, affected by the epidemic situation, Sundy Land Investment Co.Ltd(600077) is unable to conduct field visits to the project site and the existing projects of enlightenment Qingyuan (mainly Golmud, Qinghai) in the short term. Moreover, since the project is located in Argentina and the business subject and scope of the company are in China, the team organization, transnational experience and management radius all pose practical difficulties.
Secondly, the equipment supply agreement and technical service agreement between Sundy Land Investment Co.Ltd(600077) and tus Qingyuan have not been signed yet, and the project funds and technical service fees paid by the company to tus Qingyuan have not been clarified.
The company’s technical team to enter the lithium industry has not been formed. Song Du said that there is still uncertainty in the construction of the team, and based on the protection of trade secrets, competition restrictions and other considerations, the company is currently unable to disclose the background of relevant shareholders and teams.
As the main body of the cooperation project, Songdu lithium also has many “risk points”. For example, the capital contribution capacity 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.
In addition, from the perspective of seats on the board of directors 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, while Sundy Land Investment Co.Ltd(600077) only occupies three seats on the board of directors of Songdu lithium, and has no actual control over the latter for the time being.
Finally, the capital contribution of 1.6 billion can not be “guaranteed”. Song Du said that the company’s advance funds are mainly from the sales of real estate projects and the return of funds. However, affected by environmental factors such as financing policies, pre-sale fund supervision policies and the periodic operation of real estate projects, it may be difficult to achieve the expected sales collection, and the performance ability is uncertain.
independent director does not comment
full of doubts
An episode that cannot be ignored is that Sundy Land Investment Co.Ltd(600077) 3 independent directors abstained from voting on the above cooperation proposal.
“The company should conduct detailed due diligence in combination with its own cash flow, and make prudent decisions taking into account the current international situation, future trend, economic risks and industry research.” The independent directors of Songdu once “shouted” to the company.
With regard to the inquiry matters involved in the inquiry letter of Shanghai Stock Exchange, the independent director of the company believes that “if the information about Tibet Summit Resources Co.Ltd(600338) is true and fair, there are no major errors and omissions in the relevant information provided by the company, and the risk of the company recovering 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.”
As for the fact that Sundy Land Investment Co.Ltd(600077) failed to reply to all the inquiries of the Shanghai stock exchange this time, the independent directors said that they had reservations about relevant matters because they involved the prediction of future and uncertain matters.
Du Xingqiang and Hua Min, the audit committee of the board of directors of the company, also said that they have reservations about relevant matters because the annual budget adjustment report for 2022 issued by the financial department of the company involves the prediction of future and uncertain matters.
“insider” high position reduction
suspicious
The “covert” reduction of shareholding in the employee stock ownership plan has cast a layer of ambiguity on Sundy Land Investment Co.Ltd(600077) this time’s preference for the “lithium” line.
The announcement shows that as of March 23, Sundy Land Investment Co.Ltd(600077) 2018 employee stock ownership plan has sold all 33028700 shares of the company. So far, the company’s employee stock ownership plan in 2018 has been implemented and automatically terminated, and asset liquidation and distribution will be carried out later.
According to the employee stock ownership plan disclosed by Sundy Land Investment Co.Ltd(600077) 2018 at the end of 2018, relevant employees completed the purchase of 330287 million shares, accounting for 2.46% of the total share capital of the company, with a transaction amount of 128 million yuan and an average transaction price of about 3.89 yuan / share. The total number of employees participating in the ESOP is no more than 300, including 9 directors, supervisors and senior managers, with a capital contribution ratio of 41.43%, including Yu Jianwu, chairman of the company.
Subsequently, the duration of the shareholding plan was extended for two years, that is, until September 1, 2023. This may be related to the fact that the company’s share price has been lower than the average purchase price in the early stage of employee stock ownership for a long time. However, since March 1 this year, Sundy Land Investment Co.Ltd(600077) share price has continued to rise, and 12 limit boards have been harvested in 19 trading days, with a cumulative increase of 126%.
Faced with huge profits, “insiders” chose to reduce their holdings at a high level. According to rough calculation, the total value of the shares sold in the two days of the shareholding plan is more than 220 million yuan. Excluding costs, the total profit is about 95.49 million yuan, an increase of 74.37% over the time of purchase.
On the night of Songdu’s announcement of clearance and reduction, the regulatory work letter of Shanghai Stock Exchange and the regulatory concern letter of Zhejiang securities regulatory bureau came one after another. Among them, Zhejiang Securities Regulatory Bureau requires the company to provide selling transaction flow.
The Shanghai Stock Exchange puts forward regulatory requirements: the company shall further verify the specific reduction of the two phases of the employee stock ownership plan, including but not limited to the composition and shareholding of the holders of the employee stock ownership plan, the management and benefit distribution mechanism, the background of this reduction, the decision-making process and participants, the specific time point, quantity and price of this reduction and the subsequent reduction arrangements, and fully remind the relevant risks.
Interestingly, from March 14 to 22, Sundy Land Investment Co.Ltd(600077) share price rose continuously. During this period, the company disclosed three change announcements, all of which said that there was no trading of the company’s shares by directors and supervisors, found no other major events that might have a great impact on the company’s stock trading price, and did not prompt any risk related to the recent reduction of ESOP shares in the two risk warning announcements.
In the case of applying for an extension to reply to the reduction arrangement of relevant parties and without any risk warning in the early stage, the liquidation reduction of the ESOP was carried out, and the authenticity and integrity of Sundy Land Investment Co.Ltd(600077) the information disclosure was questioned by the market.
In addition, while the share price of Songdu is wildly rising, the trading volume of the company’s shares is significantly enlarged. Is there the possibility of insider trading?
According to Sundy Land Investment Co.Ltd(600077) self inspection, insiders enlighten that Mei Bo, general manager of Qingyuan, once held shares of the company from March 1 to 3 this year (i.e. during the change of the company’s share price), and Nie Shuangqin, director of Songdu lithium (a director dispatched by other shareholders), purchased 1100 shares of the company on March 2. For the stock trading of relevant persons during March 4-13, the company said that it could not be fully verified.
company’s liquidity shortage
stressed
The tight liquidity is undoubtedly the biggest constraint of Sundy Land Investment Co.Ltd(600077) this large amount of external financial assistance.
By the end of September 2021, Sundy Land Investment Co.Ltd(600077) monetary capital balance was 7.723 billion yuan, including 3.941 billion yuan of restricted capital; Short term borrowings and non current liabilities due within one year totaled 2.041 billion yuan, and a corporate bond with a scale of 393 million yuan will expire on May 30 this year.
Financing ability is also another difficult problem in front of song capital. It is disclosed that in 2021, the company’s bonds for turnover were not issued in full, and only 200 million new bonds were issued.
Some “performances” also confirm the lack of liquidity in the capital of Song Dynasty.
On January 22 this year, Sundy Land Investment Co.Ltd(600077) announced that it had failed to complete the repurchase plan on schedule and terminated the repurchase. The company explained that in order to ensure stable operation, continue to achieve healthy development and give better play to the role of funds in production and operation, the company invested funds in the main business and sustainable development business.
According to the original plan, Sundy Land Investment Co.Ltd(600077) plans to buy back 130 million yuan to 260 million yuan. Now the repurchase period has expired. The company has only repurchased 2625000 shares in total, with a repurchase amount of 7.9998 million yuan, and the actual repurchase amount accounts for only 6.15% of the lower limit of the plan amount.
To this end, Yu Jianwu, chairman and President of Sundy Land Investment Co.Ltd(600077) and Zheng Xiliang, the Secretary of Sundy Land Investment Co.Ltd(600077) , received the “ticket” and was issued a warning letter by Zhejiang securities regulatory bureau and recorded in the integrity file.
The proportion of shareholders needs to be high. Up to now, the controlling shareholders and persons acting in concert of the company have held 672 million shares of the company (accounting for 50.15% of the total share capital), and the cumulative number of Pledged Shares is 532 million shares, accounting for 79.15% of their shares. At the same time, the balance of the guarantee provided by the company to the controlling shareholder Zhejiang Songdu Holding Co., Ltd. in the form of deposit certificate pledge is still 2.837 billion yuan.
In addition, previously, Yu Jianwu also received a huge ticket of confiscating 36.793 million yuan of illegal income and fined 110 million yuan for suspected insider trading. The above fine has not yet been paid Yu Jianwu also transferred his private equity fund shares to listed companies at a consideration of 131 million yuan in order to alleviate his liquidity pressure.
Turn your attention back to Sundy Land Investment Co.Ltd(600077) itself. As one of the “old 18” well-known real estate development enterprises in Hangzhou, the company was founded in 1999 and listed on backdoor st encyclopedia in 2011.
According to the latest performance forecast, song Du expects the net profit loss attributable to the parent company to be RMB 300 million to RMB 400 million in 2021, a decrease of about RMB 652 million to RMB 752 million compared with the same period of the previous year, mainly due to the provision for impairment of self-owned leased real estate and the decrease in delivery of cooperative projects, resulting in a year-on-year decrease in investment income.
It is understandable that traditional real estate enterprises are eager to transform, but protecting the interests of listed companies and minority shareholders from damage, all deliberation procedures are legal and compliant, and information disclosure is true, accurate and complete, which is still the “backbone” of all “turning around”.
