Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022036
Heilongjiang Interchina Water Treatment Co.Ltd(600187)
Received from Shanghai Stock Exchange
Announcement of the second regulatory inquiry letter on the company’s 2021 Annual Report
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 the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Heilongjiang Interchina Water Treatment Co.Ltd(600187) (hereinafter referred to as “the company”) received the second regulatory inquiry letter on Heilongjiang Interchina Water Treatment Co.Ltd(600187) 2021 annual report (shgh [2022] No. 0430, hereinafter referred to as “regulatory inquiry letter”) issued by Shanghai Stock Exchange on May 18, 2022. The full text of the regulatory inquiry letter is as follows:
“ Heilongjiang Interchina Water Treatment Co.Ltd(600187) ：
In accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – the contents and forms of annual reports (hereinafter referred to as the standards for the forms No. 2) and other rules, After the post audit of your company’s 2021 annual report (hereinafter referred to as the annual report) and your company’s reply to the notice on the supervision of information disclosure of 2021 annual report (hereinafter referred to as the annual report reply) disclosed on May 18, 2022, your company is requested to further disclose the following information in accordance with article 13.1.1 of the stock listing rules of the exchange.
1、 Information on underlying assets of asset management plan
1. According to the reply to the annual report, the Minsheng Jiayin asset management Tianyi asset management plan invested by the company (hereinafter referred to as the asset management plan) has expired in July 2021. Up to now, there is about 300 million yuan outstanding. The above asset management plan has transferred 246 million yuan of accounts receivable held by Anhui Guoguan Construction Co., Ltd. (hereinafter referred to as Anhui Guoguan) and 250 million yuan of accounts receivable held by Beijing ruijianhe Construction Engineering Co., Ltd. (hereinafter referred to as Beijing ruijianhe), and then transferred 710 million yuan of accounts receivable held by Beijing Zhongxin Jiacheng Construction Engineering Co., Ltd. (Beijing Zhongxin Jiacheng). Upon inquiry of public information, Anhui Guoguan has been listed as the list of dishonest Executees in April 2018. No industrial and commercial information of Beijing ruijianhe has been queried, only the relevant information of Beijing ruijianhe Construction Engineering Co., Ltd. (hereinafter referred to as Beijing ruijianhe) has been queried, and Beijing ruijianhe has been cancelled on December 27, 2019. The contact email of Beijing ruijianhe and Beijing Zhongxin Jiacheng are the same, and the number of social security insured of the above companies is 0. The company is requested to verify and disclose: (1) in combination with the above public information, explain whether there is an association or other interest relationship between the three companies involved in the underlying assets, and whether there is an association or other interest arrangement between the three companies and the listed company, the controlling shareholder, the actual controller and their affiliates; (2) Details of the purchase, sale, payment collection and income calculation of the above underlying assets in the asset management plan, as well as the specific terms and conditions of the contract involved in the transaction of relevant underlying assets; (3) Explain the authenticity and recovery risk of the underlying assets held by the asset management plan in combination with the aging, overdue, post period collection of accounts receivable, specific business content and operation of the receivables involved in the above underlying assets; (4) The due diligence process of the asset management plan manager’s investment in the above bottom assets, whether the selection of relevant bottom assets complies with the provisions of relevant investment agreements, whether it violates relevant industrial laws and regulations, and the participation of listed companies, their related parties and internal managers in the selection of bottom assets; (5) All directors, supervisors and senior executives of the listed company are requested to explain whether they have fulfilled the necessary duty of care and diligence for the underlying assets of the asset management plan in the process of performing their duties. Please attend the annual review meeting of the company
Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022036
The auditor gives verification opinions on questions (1) to (4) and explains the audit procedures performed on the underlying assets of the above asset management plan during the audit of the annual report. 2. According to the reply to the annual report, the asset management plan contract stipulates that for the unrealized plan property in the form of non monetary funds, the asset manager shall transfer the property to the asset client by maintaining the current situation of the asset management plan property within 20 working days after the termination date of the plan. The above asset management plan has expired in July 2021. The listed company is requested to disclose the specific reasons for not completing the asset transfer and not obtaining the original of the underlying assets after the termination of the asset management plan. And ask the annual audit accountant to explain the audit and verification of the above situation.
2、 About the cooperation with Wensheng investment
3. According to the reply to the annual report, the company signed the project cooperation agreement with Wensheng investment on December 24, 2021, and plans to establish a joint venture to jointly acquire the subject assets of Quanlin group’s bankruptcy reorganization. Wensheng investment invested 1.14 billion yuan to hold 60% of the equity of the joint venture, and the listed company invested 760 million yuan to hold 40% of the equity of the joint venture. The company paid 150 million yuan of project performance bond to Wensheng investment on December 27, 2021. According to the public information inquiry, the people’s court ruled that Quanlin group was bankrupt and reorganized on October 30, 2019, that Quanlin group and its 22 affiliated companies were merged and reorganized on November 27, 2019, and that the reorganization plan was approved, the reorganization procedure was terminated and announced on October 8, 2021. The time point of the company’s participation was inconsistent with the public information. The company is requested to make supplementary disclosure: (1) the process of due diligence between the company and Wensheng investment on the acquisition of the subject assets of the bankruptcy reorganization of Quanlin group, as well as the specific situation of commercial negotiations with the bankruptcy administrator and relevant parties; (2) Combined with the basic situation of Quanlin group and the specific process of bankruptcy reorganization, the specific arrangements, capital contributions and purposes of the company and Wensheng investment to participate in its bankruptcy reorganization, explain the commercial rationality of the company’s payment of project performance bond to Wensheng investment and whether it damages the interests of the company; (3) Whether the internal approval procedures for the cooperation between the company and Wensheng investment and the performance of relevant fund transfer comply with the requirements of the company’s internal control system, and all directors, supervisors and senior executives are requested to explain whether they are diligent and responsible in combination with their own performance of their duties, as well as the specific judgment on the performance ability of Wensheng investment. The annual audit accountant of the company is requested to explain the main audit procedures performed during the annual audit, and give verification opinions on the actual flow of the above funds and whether there are major defects in the company’s internal control.
4. On May 18, 2022, the company announced that the company signed a cooperation agreement with Wensheng investment again on April 21, 2022, and planned to jointly invest in the restructured shares of XX company (because the project is currently in a confidential state, hereinafter referred to as the underlying assets), and pay the performance bond of Wensheng investment of RMB 300 million on April 22.
The company paid another 300 million yuan of performance security on the day of recovering the 150 million security deposit paid to Wensheng investment on April 22. The company is requested to verify and make supplementary disclosure: (1) in combination with the negotiation process with Wensheng investment in the early stage, explain whether the company’s decision to pay the performance bond of the new project immediately after recovering the previous performance bond from Wensheng investment is prudent, whether the transaction has commercial substance and whether it damages the interests of the company; (2) Wensheng investment’s equity structure, actual controller, directors and supervisors, relationship with the company, main financial data in recent two years, business development and business negotiation with the bankruptcy administrator and relevant parties, and explain the reasons and commercial rationality of the company’s cooperative investment in combination with the above situation; (3) The internal review and decision-making procedures and specific decision-makers performed by the company in the signing of the above-mentioned agreements and the payment of funds, and the reasons for the failure to timely perform the obligation of information disclosure. All directors, supervisors and senior executives of the company are invited to express their opinions on the necessity and commercial rationality of the above transactions and whether they harm the interests of the company. The annual audit accountant is requested to give verification opinions on the above issues. 3、 About Yingsheng investment cooperation
5. According to the reply of the annual report, the company signed the investment advance payment agreement with Shenzhen Yingsheng Investment Co., Ltd. (hereinafter referred to as Yingsheng investment) in June 2021 and paid an advance payment of 30 million yuan. The agreement agreed that after the capital increase of the listed company was completed, Yingsheng investment and its shareholders Li Jiaqi and Li Jie completed the capital reduction agreement within 90 days, and the registered capital of Yingsheng investment was reduced to 614022 million yuan The total registered capital subscribed by Li Jie was reduced to 37.012 million yuan, and it was agreed that Heilongjiang Interchina Water Treatment Co.Ltd(600187) would not participate in the operation and management of Yingsheng investment. When Heilongjiang Interchina Water Treatment Co.Ltd(600187) withdrew from the shareholders’ meeting of Yingsheng investment, Yingsheng investment repurchased the relevant equity at the benchmark interest rate of one-year loan from the people’s Bank of China. The company is requested to make supplementary disclosure: (1) main financial data of Yingsheng investment in the last two fiscal years; （2）
Securities code: Heilongjiang Interchina Water Treatment Co.Ltd(600187) securities abbreviation: Heilongjiang Interchina Water Treatment Co.Ltd(600187) No.: pro 2022036
The agreement stipulates the pricing basis and specific commercial considerations of previous capital increases and decreases; (3) In combination with the fact that the company does not participate in Yingsheng investment and the operation and management of Yingsheng investment after taking shares, and only repurchases the shares held during the one-year loan benchmark interest rate of the people’s Bank of China at the time of withdrawal, it explains the main commercial considerations of this investment and whether there are other interest arrangements.
Please make disclosure immediately after receiving this inquiry letter, reply to this inquiry letter within 5 trading days and fulfill the obligation of information disclosure in time. “
The above is all the contents of the regulatory inquiry letter. The company will actively organize relevant parties to reply to the regulatory inquiry letter and fulfill the obligation of information disclosure in time according to the requirements of Shanghai Stock Exchange.
It is hereby announced.
Heilongjiang Interchina Water Treatment Co.Ltd(600187) board of directors
May 19, 2022
