Surprised!Developers “soha” ten years of net profit crossover “lithium”, dong rare collective abstention!Exchanges were quick to pounce
China fund newspaper reporter South deep is the new energy industry too sweet, or real estate industry too bitter?A small real estate enterprise with a maximum expected loss of 400 million yuan in 2021 will take a big step of 1.6 billion yuan to “cross over” to cooperate in Salt lake lithium extraction in Argentina in South America, and the operation period is as long as 15 years.At the board meeting, the three independent directors stepped in step and collectively abstained from voting, believing that entering unfamiliar fields increases unknown risks. “The company should conduct detailed due diligence based on its own cash flow, and make prudent decisions considering the current international situation, future trends, economic risks and industry research.”On the evening of March 13, the company announced the matter in advance, and the Shanghai Stock Exchange promptly issued a letter of inquiry, requiring clarification of six questions in three aspects, including project decision-making and commercial rationality, proje-related risks, and project funding sources.Because the company promised to buy back the company’s shares not less than 130 million yuan, but actually only 800 million yuan, the company just received the punishment of Zhejiang Securities regulatory Bureau at the end of February, but the cooperation amount of 1.6 billion yuan has reached 34% of the company’s net assets in the latest period.According to song Du’s “Announcement on signing cooperation Agreement and providing financial assistance to foreign countries”, the company’s wholly-owned subsidiary Song Du Lithium And Qidi Qingyuan signed a “Consortium Agreement” to form a consortium.Jointly participated in the implementation of equipment, operation and technical services of the “Annual output of 50,000 tons of lithium carbonate lithium salt lake Construction Project of Argentina Lithium Potassium Co., LTD.” in Xizang Zhufeng.Tibet Everest signed a cooperation agreement with the Consortium.Under the relevant contract, the equipment procurement amount involved is 1.6 billion yuan, and Song Du Lithium Technology co., Ltd. will advance all the contract equipment funds.Song Du lithium has the right to charge 8% interest on the amount paid in advance, the notice said.Xizang Qomolangma shall repay all the advance payment and corresponding interest of the contract equipment in three installments at the earliest within three years after the completion and acceptance of the membrane process section of the project or within three years starting from March 31, 2024 (including March 31, 2024).At the same time, during the cooperative operation period, Tibet Everest shall calculate the product handling fee and operation incentive fee and pay it to the consortium every month according to the agreement.The business term of this cooperation is agreed to be 15 years.The reporter of China Fund News noted that the amount of 1.6 billion yuan was 33.93 percent of the company’s latest audited net assets and almost the company’s accumulated net profits over the past ten years.Song Du’s main business is real estate development, which accounts for more than 95% of the company’s operating income in the past decade.From 2012 to 2021, the company can earn 3 to 5 billion yuan in good years, and only tens of millions in bad years. In 2016, the company will lose 200 million yuan. The company has just predicted that the company will lose 300 to 400 million yuan in 2021.At present, Songdu shareholding has not yet directly possessed the professional knowledge reserve, technology and personnel of the project. It is mainly responsible for technical support and equipment supply and other technical services through linkage with Qitqingyuan, the other party of the consortium, and relying on the output of its team.In addition, for such a major project, the company does not make on-site due diligence, but only makes decisions through relevant ownership and qualification documents such as project mine right certification documents provided by the partner, Party A’s credit report, project mine construction planning, procurement and construction (EPC) framework agreement.According to the company, “The project is located in Argentina,” and “due to the epidemic, we have not been able to conduct field investigation.”Under such circumstances, the company’s independent directors are worried for the company, in a rare collective abstention vote at the board meeting to consider the bill.Three thought alone, “the company can spread risk diversification, but at the same time into the new field and increase the risk must be unknown, companies should be combined with their own cash flow, make detailed due diligence, and considering the current international situation and the future trend, economic risk and industry research, carries on the careful decisions”.Supervision concerns capital sources and recovery risks Song Du shares issued a cooperation agreement announcement almost at the same time, the Shanghai Stock Exchange inquiry letter arrived, supervision concerns several core issues.As of the end of September 2021, the monetary fund balance of Song Du Shares is 7.723 billion yuan, including 3.941 billion yuan restricted fund, 2.041 billion yuan short-term loan and non-current liabilities due within one year, which is not rich.On February 24, Song Du Shares received a decision of administrative supervision measures from Zhejiang Securities Regulatory Bureau. Yu Jianwu, chairman and president of the company, and Zheng Xizliang, secretary of the board of directors were respectively taken to issue a warning letter of supervision and management measures, and recorded in the integrity file.The reason for the punishment is that on January 22, 2021, the company issued a share buyback plan of no less than 130 million yuan and no more than 260 million yuan, with a 12-month buyback period. However, by January 22 this year, the company issued the Notice on failing to complete the buyback on schedule and ending the buyback of the Company’s shares, and the actual amount of the buyback was only 7.9998 million yuan.It only accounts for 6.15% of the lower limit of the repurchase plan amount.The company said it failed to complete the buyback plan mainly because it “concentrated funds to ensure the operation of the project and the turnover of the main business”.To this end, the Shanghai stock exchange required the company :(1) specify the payment method, object and time node of 1.6 billion yuan of funds, and combined with the company’s credit situation to specify the specific source of funds;(2) combined with company’s current monetary fund situation, daily working capital requirements, repayment arrangements in recent year, illustrate the rationality of the large foreign provide financial support, the remaining money can meet the daily need of working capital, that may be on the company’s production and operation and the adverse effects of solvent, and the company’s response;(3) In combination with the failure to complete the buyback plan in the early stage and the reasons for disclosure, the company intends to provide a large amount of financial assistance to the outside world after more than a month and is involved in industries unrelated to its main business, whether there is any inconsistency in information disclosure.In addition, according to the regular report of Tibet Everest, as of the end of September 2021, its monetary fund balance was only 103 million yuan, and its net assets were only 2.696 billion yuan, mainly consisting of exploration assets of 1.257 billion yuan and fixed assets of 1.546 billion yuan.The SSE requires the company to further verify and disclose the source of Tibet Everest repayment funds, analyze the risk degree of difficulty in recovering the principal of financial assistance and whether the relevant safeguard measures are sufficient in combination with the fund situation of Tibet Everest, the difficulty of asset realization, only providing credit guarantee, and the company’s preconditions for receiving payment.Nine days five limit, the maintenance of stock prices?Controlling shareholder pledge ratio as high as 93% of a single directors collective abstention of the cooperation project, because of the “lithium” this popular theme, the market is still more buy.On February 22, 2022, Tibet Qomolangma announced that it had signed a cooperation agreement with Qidi Qingyuan and its consortium.Since February 22, song Du shares rose 24.16%, the last nine trading days closed five daily limit, March 1-3 more consecutive three days of daily limit.Shanghai stock exchange requires the company to make additional disclosure :(1) the cooperation planning process, including but not limited to sponsors, important time nodes, major participants, etc., and on this basis, explain whether there is a problem of timely information disclosure;(2) Comprehensively check the insider registration and insider information control of the transaction, explain whether the company’s insider information system is sound, and whether the relevant provisions on insider information control are strictly implemented in this cooperation planning.Verify the recent stock transactions of the directors, controlling shareholders and actual controllers of the company, counterparties, other relevant parties and insider information of the directors, major shareholders and actual controllers of the company, and submit relevant information of insider information for verification in accordance with regulations.In addition, the Shanghai Stock Exchange also requires the company, controlling shareholders, actual controllers and all directors to check whether there is any association, business and capital transactions or other interest arrangements with the transaction partner and its controlling shareholders, actual controllers and related parties.Combined with the current situation of the company’s controlling shareholders and actual controller, such as credit, pledge risk, the pledge of CDS has not been cancelled, and the subsequent reduction arrangement of relevant parties, the purpose of this transaction is explained, and whether there is any improper demand to maintain the share price.According to the company’s announcement on September 10 last year, the company’s controlling shareholder Song Du Holding and its unanimous action persons have pledged 79.15% of the shares in total, of which Song Du Holding has pledged up to 92.94%.