Home » Received a regulatory letter from the Shanghai Stock Exchange while clearing the employee’s shares of Songdu while delaying the reply – yqqlm

Received a regulatory letter from the Shanghai Stock Exchange while clearing the employee’s shares of Songdu while delaying the reply – yqqlm

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After the twelve daily limit since March 1,Songdu shares(600077.SH) announced on the evening of March 22 that it had sold 32,429,200 employee stock shares short on March 22, almost emptying the 2018 employee stock ownership plan.

And this wave is due to the company’s involvement in lithiumannouncementThe rise triggered by the proposal was collectively abstained by the three independent directors who pointed out that the company had not even conducted an on-site inspection.existCompany AnnouncementAfter the news of the employee shareholding clearing,Songdu sharesThe limit fell on March 23. After the market closed on March 23, the Shanghai Stock Exchange quickly issued a supervisory work letter to the company for the reason of “sending a supervisory work letter on the reduction of the company’s employee stock ownership plan and the postponement of the reply to the inquiry letter”.

“The massive reduction in employee stock ownership plans suggests that insiders maycontractFor more specific risk factors in the performance, the company is obliged to clearly disclose the specific risk factors, instead of generally prompting the risk of stock price fluctuations or repeating the opinions of independent directors. “Wang Zhibin, a lawyer from Shanghai Minglun Law Firm, told a reporter from China Times.

  Clearing Employee Stocks While Postponing Reply

From March 1 to March 22,Songdu sharesIn 16 trading days, there were 12 daily limits. In the process of this surge, the company’s involvement in “salt lake extraction of lithium” has attracted market attention.

On the evening of March 13, Songdu Co., Ltd. issued an “announcement on signing a cooperation agreement and providing financial assistance to external parties”. The company’s wholly-owned subsidiary Songdu Lithium Technology and Tusqingyuan signed a “Consortium Agreement” to form a joint venture. body, participate togetherMount Everest in TibetImplementation of “Argentina Lithium Potassium Co., Ltd. with an annual output of 50,000 tons of lithium carbonate salt lake lithium extraction construction project equipment, operation and technical services”.andMount Everest in TibetSigned a cooperation agreement with the consortium.The project involves equipment purchases amounting to 1.6 billion yuan, and Songdu Lithium Co., Ltd. will make full advances, and the latter has the right to receive an annual fee based on the advance amount.interest rate8% interest. The company’s announcement at the time stated that because the project is located in Argentina, the company was temporarily unable to conduct on-site inspections due to the epidemic, and the company did not directly possess the expertise in the construction project of the Argentine Lithium Potassium Co., Ltd. with an annual output of 50,000 tons of lithium carbonate salt lake. Knowledge reserves, technology and personnel are mainly responsible for technical services such as technology guarantee and equipment supply through the linkage with the other party of the consortium, Tusqingyuan, and relying on the output of its professional team.

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This project was questioned by three independent directors at the time. “We understand that this external financial assistance is a commercial arrangement reached by the company for the development of new business, and the company also has certain risk prevention measures. According to the information provided by the company, we believe that the company’s diversified operations can diversify risks, but at the same time enter the Unfamiliar areas have also added certain unknown risks. The company should conduct detailed due diligence based on the company’s own cash flow, and consider the current international situation and future trends, economic risks and industryresearch, make careful decisions. In view of the above factors, we abstained from voting on this proposal. “Three independent directors abstained from voting.

The exchange quickly issued an inquiry letter on the night of March 13, asking the company to explain the decision-making and commercial rationality of the project.However, the company did not complete the reply within the time limit required by the exchange, but announced the extension of the reply on the evening of March 19, and added the reason for the extension of the reply on the evening of March 20: due to theshareholderwhether the actual controller and all directors, supervisors and senior executives and the transaction partner and its controlling shareholder, actual controller and related parties have related relationships, business and capital transactions, and other interest arrangements are still under verification; Commercial feasibility, including payment nodes, sources of funds, etc. are still under calculation; the company is still communicating with independent directors on matters that require independent directors to express their opinions; the background and reasons for the cooperation between the company and the two partnerships are yet to be partnered. Confirmation by the enterprise; the stock price changes before the cooperation matters are not disclosed is still under verification.

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However, while delaying the response to the exchange’s inquiries, the company quickly emptied its employee stock ownership plan. On the evening of March 22, Songdu shares announced that the company’s 2018 employee stock ownership plan has sold 32.4292 million shares, with a transaction amount of 220 million yuan and an average transaction price of 6.77 yuan per share. On December 13, 2018, the company disclosed that its 2018 employee stock ownership plan completed the purchase of 33.0287 million shares, accounting for 2.46% of the company’s total share capital, with a transaction amount of 128.4004 million yuan and an average transaction price of about 3.89 yuan per share. That is to say, after the shareholding reduction, only 600,000 shares remain unsold in the shareholding plan, which is 98% cashed out. Calculated based on the average opening price of 3.89 yuan per share and the average selling price of 6.77 yuan per share, the shares held in this period The plan achieved a rate of return of 74%, with a profit of about 95 million yuan. According to the previous disclosure of Songdu, the nine directors, supervisors and senior executives represented by the chairman accounted for 41.43% of the shareholding plan in 2018, of which chairman Yu Jianwu was the highest, accounting for 11.67%.

It is worth noting that the company also has an employee stock ownership plan in 2016, holding 49.947 million shares of the company at a transaction price of 3.28 yuan per share. As of press time, there has been no news of this employee shareholding reduction.

  The Shanghai Stock Exchange issued a regulatory work letter

After the company announced the news that employees’ shareholdings were emptied, Songdu shares fell by the limit on March 23. After the market closed on March 23, the Shanghai Stock Exchange quickly issued a supervisory work letter to the company for the reason of “sending a supervisory work letter on the reduction of the company’s employee stock ownership plan and the postponement of the reply to the inquiry letter”.

“The large-scale reduction of the employee stock ownership plan indicates that insiders may know more specific risk factors in the performance of the contract. At this time, the company is obliged to clearly disclose the specific risk factors, instead of generally prompting the risk of stock price fluctuations or risk factors. Repeating the opinion of the independent directors. In addition, our countrysecuritiesIt is not uncommon for cross-border investment to explode in the market. When a listed company invests in a cross-border investment, it is especially necessary to conduct due diligence more prudently. Judging from the current public information, Songdu Co., Ltd. does not seem to have completed this work, and it is doubtful whether the management is diligent and responsible. “Wang Zhibin told a reporter from China Times.

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It should be pointed out that Songdu shares still have many problems.

One isperformanceHuge loss: On January 21 this year, Songdu Co., Ltd. released the 2021 annual performance forecast. According to the calculation of the financial department, it is expected that the amount of shares attributable to shareholders of listed companies in 2021 will benet profitAbout -400 million yuan to -300 million yuan, a year-on-year decrease of about 752 million yuan to 652 million yuan; net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses is about -380 million yuan to -270 million yuan, a year-on-year decrease A decrease of about 810 million yuan to 920 million yuan.

The second is to provide huge guarantees for major shareholders.Up to now, the company’s certificates of deposit for controlling shareholderspledgeThe guarantee balance is still 2.837 billion yuan unresolved.

Third, the company’s previousrepoThe promise was not fulfilled. At the beginning of last year, Songdu shares launched a plan to repurchase shares. It planned to use 130 million yuan to 260 million yuan to repurchase the company’s shares and use the repurchased shares for equity incentives. However, after a whole year, Songdu shares only spent 8 million yuan to repurchase shares.

Fourth, the chairman of the company was punished for insider trading. At the end of last year, Yu Jianwu, chairman of Songdu, received a huge fine for suspected insider trading, and was fined and confiscated a total of about 147 million yuan.

(Article source: China Times)

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