On March 13, Songdu Co., Ltd. (600077) announced that its holding subsidiary Zhejiang Songdu Lithium Technology Co., Ltd., Tusqingyuan (Shanghai) New Material Technology Co., Ltd., and Tibet Everest (600338) Resources Co., Ltd. and other relevant parties to sign an agreement to advance 1.6 billion yuan to participate in related projects.
The three independent directors of the company all abstained from voting. The reasons are: the company has entered an unfamiliar field this time with financial assistance, which has increased certain unknown risks. The company should conduct a detailed due diligence based on the company’s own cash flow, and consider the current international situation and future trends, economic risks and risks. Industry research and careful decision-making.
On the same day, Songdu Jiye Investment Co., Ltd. issued an announcement stating that the company received the “Inquiry Letter Regarding Songdu Jiye Investment Co., Ltd. Signing a Cooperation Agreement and Providing External Financial Assistance” from the Shanghai Stock Exchange.
It is reported that Songdu Lithium, as the leading unit of the consortium, is responsible for the advance, supply and operation of the project, and receives penalties, negotiates with owners, and handles relevant economic negotiations. The above cooperation constitutes financial assistance to Mount Everest in Tibet. At present, Songdu Lithium does not have the professional knowledge reserves, technology and personnel for the construction of lithium extraction from salt lakes.
To this end, the “Inquiry Letter” requires Songdu to make additional disclosures from four dimensions:
The first is to combine the main responsibilities and obligations of each party in this cooperation, specify the specific resources that each party needs to provide and the economic benefits obtained, and clarify whether the company needs to make follow-up investment in addition to the financial assistance provided.
The second is to explain whether the company has other risks other than the disclosed risks, such as potential liability for compensation, etc., based on the company’s actual experience in relevant fields, technical accumulation and risk control capabilities, and give sufficient reminders.
The third is the specific situation of Tusqingyuan and related teams, including but not limited to the operating experience in the relevant fields of the project, the project scale and profitability of the previous operation, the technical patents obtained and the application, etc., to clarify whether Tusqingyuan has the project requirements. All relevant technologies, personnel, and experience required, whether outsourcing, outsourcing, or obtaining technical licenses from other parties, etc., and explain the benefit distribution mechanism between the company and Tusqingyuan in terms of cost settlement, cost sharing, and income distribution.
The fourth is to self-examine whether the company, controlling shareholders, actual controllers and all directors, supervisors and senior executives have affiliated relationships, business and capital transactions, and other interest arrangements with the transaction partners, their controlling shareholders, actual controllers and related parties, etc. Combined with the current credit standing of the company’s controlling shareholder and actual controller, pledge risks, the large-amount deposit certificate pledge has not been released, and the relevant parties’ subsequent reduction arrangements, etc., explain the purpose of this transaction, and clarify whether there are improper demands such as maintaining the stock price.
The Shanghai Stock Exchange noted that for this transaction, all three independent directors abstained from voting on the above two proposals. In this regard, the Shanghai Stock Exchange asked Songdu to explain that other directors, in combination with the abstentions of independent directors, fully explained the situation, basis, and work they expressed on this transaction, and on this basis, explained whether they were diligent and responsible in related matters. , Whether the decision-making is independent, and quantify the commercial feasibility of the company’s participation in this project, and whether it is conducive to safeguarding the interests of the listed company and all shareholders.
The Shanghai Stock Exchange also stated that on January 22, 2022, Songdu Lithium announced that it failed to complete the repurchase plan, saying that the main reason was the centralized funds to ensure the operation of the project and the turnover of the main business. The Shanghai Stock Exchange asked Songdu Lithium to combine its failure to complete the repurchase plan in the early stage and the reasons disclosed, etc., to explain that the company plans to provide large amounts of financial assistance after a lapse of more than one month and set foot in industries unrelated to its main business. Whether there is any inconsistency in the disclosure of information.
In addition, the Shanghai Stock Exchange also asked Songdu to explain the source of funds and project-related risks of this financial assistance.
The Shanghai Stock Exchange asked Songdu to disclose it immediately after receiving the inquiry letter, reply in writing within five trading days, and fulfill the corresponding information disclosure obligations.
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