Stock Code: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) stock abbreviation: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) No.: pro 2022023 Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Announcement on receiving the inquiry letter on information disclosure of reorganization plan of Guangdong Zhaoqing Xinghu Biotechnology 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as "the company") received the inquiry letter on information disclosure of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) restructuring plan (szgh [2022] No. 0219, hereinafter referred to as "the inquiry letter") delivered by Shanghai Stock Exchange on April 6, 2022. The specific contents of the plan for raising shares and the plan for payment of related companies (hereinafter referred to as "the plan for raising shares") are as follows: "you need to further explain the details of the plan and the plan for the purchase of related assets of the company".
1、 About this transaction plan
1. The plan disclosed that the listed company plans to purchase 99.22% equity of Yipin biology by issuing shares and paying cash. Among them, the listed company plans to purchase 43.78% equity of the target company from the controlling shareholder Guangdong Guangxin Holding Group Co., Ltd. (hereinafter referred to as Guangxin group). This transaction constitutes a related party transaction. Meanwhile, public information shows that Guangxin group obtained the above equity of the target company in October 2021. The company is requested to verify and make supplementary disclosure: (1) the reason and rationality that the listed company does not directly acquire the equity of the target company, but that the controlling shareholder Guangxin group first acquires part of the equity of the target company and then injects it into the listed company in a short time, and whether it is conducive to safeguarding the interests of the listed company and minority shareholders; (2) The asset appraisal value and consideration payment method of the target company acquired by Guangxin group. The financial advisor is invited to comment.
2. According to the plan, at the end of 2020 and 2021, the asset liability ratio of the target company was 67.12% and 63.52% respectively, but according to the annual report, at the end of 2020 and 2021, the asset liability ratio of the listed company was 28.21% and 31.09% respectively, and the asset liability ratio of the target company was significantly higher than that of the listed company. The company is requested to verify and make supplementary disclosure: (1) the financial indicators of comparable companies in the contract industry, whether the asset liability ratio of the subject company is at a reasonable level, and the reasons and rationality for the difference between the subject company and comparable companies in the same industry; (2) In combination with monetary funds, available financing channels, credit lines and other conditions, supplement and disclose the repayment arrangements of relevant debts of the future target company and whether there are major repayment risks; (3) The relevant information of the built, under construction and proposed projects of the target company during the reporting period, the relevant arrangements for subsequent production and expansion and the expected capital investment, and in combination with the current capital situation of the listed company, supplementary disclosure of whether the subsequent project construction will have an adverse impact on the liquidity of the listed company and risk response measures. The financial advisor is invited to comment. 3. According to the plan, (1) the target company achieved an operating revenue of 14.664 billion yuan in 2021, and the total assets of the target company were 12.006 billion yuan by the end of 2021; According to the disclosure of the annual report, the listed company achieved an operating income of 1.235 billion yuan in 2021, and the total assets of the listed company were 2.473 billion yuan by the end of 2021. There are great differences in operating income and asset scale between the listed company and the target company. (2) After the completion of this transaction, there is uncertainty about the smooth implementation of the integration, and the integration may not achieve the expected effect. The company is requested to verify and make supplementary disclosure: (1) after the completion of this transaction, the main business composition, future business development strategy and business management mode of the listed company; (2) Effective measures to be taken by the listed company in terms of business, assets, finance, personnel and institutions to deal with the acquisition and integration risk after the completion of this transaction. The financial advisor is invited to comment.
2、 About the financial situation of the subject company
4. According to the plan, in 2021 and 2020, the target company achieved revenue of 14.665 billion yuan and 11.081 billion yuan respectively, a year-on-year increase of 32.34%, net profit of 366 million yuan and 828734 million yuan, a year-on-year increase of 341.43%, and net cash flow from operating activities were 267 million yuan and 782 million yuan respectively, a year-on-year decrease of 65.88%. The company is requested to verify and make supplementary disclosure: (1) list the year-on-year changes of the target company's revenue, costs, various expenses and relevant indicators in 2020 and 2021 by product, explain the reasons for the improvement of the target company's performance in 2021 in combination with the changes of main product prices and sales volume, and compare with the performance of comparable companies, and combine the industrial factors such as main product prices, raw material prices and market supply and demand, Explain whether the performance growth of the underlying assets is sustainable; (2) Combined with the changes of the target company's main customers, sales and payment collection policies, procurement and payment policies, explain the reasons and rationality of the decline of net cash flow from operating activities under the condition of significant increase in the target company's net profit. The financial advisor is invited to comment.
5. According to the plan, the net cash flow from the financing activities of the target company in 2021 and 2020 were 163 million yuan and - 779 million yuan respectively. The company is requested to verify and make supplementary disclosure: (1) the reason why the net cash flow generated by the financing activities of the subject company in 2020 is negative, and whether there are profit distribution, centralized debt repayment or other interest arrangements. If so, please explain the consideration of relevant arrangements; (2) Whether the target company has capital occupation, external guarantee and other situations. If so, please clarify the relevant problems and solutions. The financial advisor is invited to comment.
3、 Other
6. According to the plan, the target company is mainly engaged in the corn deep-processing industry, and its main products are animal nutritional amino acids, food additives, freshening condiments and compound fertilizers, belonging to the chemical industry. The company is requested to verify and make supplementary disclosure: (1) whether the projects built, under construction and planned to be built by the subject company belong to "high energy consumption and high emission" projects, whether the procedures of approval, approval and filing of relevant competent departments and the performance are required; (2) In combination with the administrative punishment received by the target company in recent 3 years, explain whether the target company has major violations and rectification. Financial advisers and lawyers are invited to express their opinions.
7. Due to the planning of major asset restructuring, the company applied for the suspension of trading of shares from March 8, 2022. The day before the suspension, the company's share price rose 8.32%. The company is requested to verify and supplement the disclosure: (1) the specific process of planning major matters before the suspension, including the main nodes such as contact, negotiation and signing of agreements and relevant personnel involved, and explain whether there is any disclosure of insider information; (2) Verify whether the list of insiders of inside information submitted to the Ministry is true, accurate and complete, and whether it complies with Article 51 of the securities law and the relevant provisions of the exchange. Financial advisers and lawyers are invited to express their opinions.
Please disclose it immediately after receiving this inquiry letter, reply to our department in writing for the above problems within 5 trading days, and modify the major asset restructuring plan accordingly. "
According to the requirements of the inquiry letter of Shanghai Stock Exchange, the company and relevant parties will actively respond and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN), The relevant information is subject to the information published in the above designated media. Please pay attention to the investment risks.
It is hereby announced.
Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) board of directors April 7, 2022
