On August 19, the real estate company Songdu shares opened with a limit down, because the company's cross-border lithium battery project may be "yellow".

On the morning of the 19th, Songdu Co., Ltd. announced that it had just learned that its subsidiary Zhejiang Songdu Lithium Technology Co., Ltd. (hereinafter referred to as "Songdu Lithium Technology") received the "Notice of Termination of Contract" sent by Mount Everest in Tibet the night before. , Tibet Everest unilaterally announced the cancellation of the cooperation agreement and announced it.

Earlier on March 13 this year, Songdu Co., Ltd. disclosed that Songdu Lithium Technology planned to advance 1.6 billion yuan, and jointly participate in the Tibet Everest project with Tusqingyuan (Shanghai) New Material Technology Co., Ltd. (hereinafter referred to as "Tusqingyuan"). Argentina's salt lake lithium extraction project, the share price has since increased by the limit 12 times in 16 trading days.

However, Songdu Co., Ltd.'s cross-border "Lithium" operation has been full of twists and turns from the beginning. At first, the three independent directors of the company all abstained from voting on the project, which caused a "lightning" inquiry from the Shanghai Stock Exchange. With the soaring stock price, Songdu's employee stock ownership plan has been cleared and reduced at a high level. After the market's hot doubts and the continuous letter from the Shanghai Stock Exchange, Dong Jiangao was forced to give up the income.

On the evening of August 18, Tibet Everest, the project partner, suddenly announced that since Songdu Lithium did not perform the contract after the delivery date agreed in the agreement and had no sincerity to rectify the contract, the company had unilaterally terminated the cooperation agreement and turned to Join hands with another listed company Zhezhong Co., Ltd. to continue to promote cooperation.

01 Tibet Mount Everest unilaterally rescinded the cooperation agreement

The project partner took the lead in announcing the unilateral termination of the contract, which Songdu shares seemed a little unexpected.

On the evening of August 18, Tibet Everest issued an announcement on the termination of major contracts for daily operations, saying that because the partners Songdu Lithium and Tusqingyuan failed to perform their contractual responsibilities and obligations after signing the cooperation agreement. Recently, the company has unilaterally terminated the relevant cooperation agreement signed with it.

Songdu Lithium Co., Ltd. is a subsidiary of Songdu Co., Ltd. to undertake the rapid registration of cooperation with Mount Everest in Tibet in March this year. The signatory of the Service Cooperation Agreement (hereinafter referred to as the Cooperation Agreement) is a consortium of Tusqingyuan.

Tibet Everest mentioned in the announcement that the company actively fulfilled its obligations and understood the impact of epidemic prevention and control factors on the normal operations of relevant parties. However, when the agreement was followed up after the delivery date, it was learned that the other party had not actually performed the agreement. Relevant contractual responsibilities and obligations.

"After formally sending a letter to the two consortium units to urge and request for rectification, Tusqingyuan responded with a letter to postpone the fulfillment of the supply obligations. Songdu Lithium's reply letter confirmed that it has not performed the contract and has no sincerity to rectify and perform the contract." Mount Everest in Tibet According to the relevant provisions of the "Cooperation Agreement", the company sent a letter to the two consortium units to terminate the cooperation agreement immediately on August 18, and reserves the right to investigate and compensate for all losses caused by their breach of contract.

However, the termination of the contract will also have a certain impact on the implementation process of the project. Tibet Everest said that the company has launched an emergency alternative plan and selected new partners to continue to promote the matters agreed in the "Cooperation Agreement".

According to the announcement, the new partner is the listed company Zhezhong Co., Ltd. Tibet Everest, Zhezhong Co., Ltd. and Tusqingyuan will promote the cooperation project in accordance with the newly signed "Cooperation Framework Agreement".

Obviously, in this tripartite cooperation, TusQingyuan still retained the cooperative relationship after the termination of the contract, and Songdu shares were replaced by Zhezhong shares.

In the announcement on August 19, Songdu Co., Ltd. admitted that the subsidiary received the "Letter of Reminder" on August 9, and Tibet Everest urged all parties to perform the contract matters in the letter. In this regard, Songdu Lithium has responded to the issues involved in the letter, and at the same time urged Tibet Everest to implement and fulfill its commitments and obligations under the contract in a timely manner.

In addition, Songdu Co., Ltd. said that as of the date of receiving the "Notice of Termination of Contract", the company has made various preparations for the development of cooperation, including hiring a team of lawyers to conduct due diligence on the project, and sending an email to Mount Everest in Tibet in the early stage to ask for assistance in applying for a visa, etc. . The company will verify the specific reasons for the termination of the agreement with Mount Everest in Tibet.

Songdu also believed that Tusqingyuan unilaterally violated the consortium agreement, and signed a cooperation agreement with a third party on the same project without notifying the company or rescinding the original contract with the company. The company will further verify the situation. .

According to the announcement disclosed by Songdu Co., Ltd. on March 13 this year, Songdu Lithium Technology Co., Ltd. is responsible for providing 1.6 billion yuan in advance, supply, operation, etc., and receiving penalties, negotiating with owners, and related economic negotiations. The source is mainly responsible for the technical support of the contract, the design and capital raising, the supply of core equipment and related technical services.

At that time, the announcement of Songdu shares showed that the company's participation in this business cooperation aims to cooperate with professional teams to seek and cultivate new profit growth points, which is conducive to improving the company's overall performance capabilities in the medium and long term.

02 Taking advantage of soaring stock prices to accurately reduce holdings and punished

Before the contract was unilaterally terminated, Songdu's cross-border lithium industry was not smooth, there were many voices in the market, and there were differences within the company.

As a real estate company with more than 90% of real estate revenue, Songdu has no professional knowledge reserves, technology and personnel related to the Huti lithium construction project, and it is difficult to accurately judge what kind of return can be obtained from the investment of 1.6 billion yuan.

According to the disclosed business model, Songdu Lithium has advanced 1.6 billion yuan for the purchase of equipment involved in the cooperation, and Tibet Everest will pay in three installments, but Songdu Lithium has the right to charge an annual interest rate of 8%.

After that, Songdu and TusXinyuan will obtain a 15-year cooperative operation period for the salt lake lithium extraction project, during which Tibet Everest will calculate the product processing fee and operating incentives according to the agreement every month. The unit price of the product processing fee is tentatively set at RMB 19,800 per ton of lithium chloride products; the operating incentive is determined twice a year, and the calculation method is not disclosed.

When the board of directors discussed this matter, the three independent directors of Songdu Co., Ltd. believed that the risk was too great and all abstained from voting. The reason is that the company should make detailed due diligence in light of its own cash flow, and make prudent decisions taking into account the current international situation and future trends, economic risks and industry research.

Obviously, the independent director believes that the company is not ready to enter unfamiliar territory.

In the subsequent inquiry from the Shanghai Stock Exchange, the company was required to further disclose the measures it has taken and plans to take, to clarify whether necessary due diligence procedures have been carried out, and to explain the reasons for continuing to advance relevant projects even when the opinions of the board of directors differ greatly; and the company and Tusqingyuan Benefit distribution mechanism in terms of cost settlement, cost allocation, income distribution, etc.

In addition, whether Songdu shares can take out 1.6 billion funds has also been concerned by the exchange. The financial report shows that as of the end of September 2021, Songdu’s monetary capital balance was 7.723 billion yuan, of which restricted funds were 3.941 billion yuan, and short-term loans and non-current liabilities due within one year totaled 2.041 billion yuan.

Based on this calculation, as of the end of the third quarter of last year, after deducting short-term debt, the cash available to Songdu shares was only 1.741 billion yuan. In February of this year, Songdu Co., Ltd. also failed to complete the minimum share repurchase commitment of 130 million yuan due to "centralized funds to ensure project operation and main business turnover". The company's chairman and president Yu Jianwu and board secretary Zheng Xiliang received regulatory warnings letter.

Judging from the follow-up replies, Songdu Co., Ltd. believes that the overall risk of the project is controllable, and the company has performed the necessary due diligence procedures at the current time when it is unable to conduct on-site inspections due to the impact of the epidemic. Regarding the source of funds, according to the calculation of 65.88% of the de-chemical value of the goods, the company expects that the disposable funds in 2022 will be about 2.2 billion yuan, which can cope with the situation of 1.6 billion yuan in advance.

However, the story of this cross-border lithium mine is not over yet.

Due to the hot concept of "Lithium Extraction from Salt Lake", since March 1, Songdu's stock price has risen by the limit 12 times in 16 consecutive trading days, with a maximum increase of 1.4 times. During this period, the company "shipped" on rallies and quietly reduced its employee stock ownership plan.

Specifically, on March 8, Songdu's 2018 Employee Stock Ownership Plan Committee decided to sell the shares of the employee stock ownership plan. On March 13, the company disclosed its cooperation with Mount Everest in Tibet.

Then from March 14 to March 22, the company's stock price rose by the limit for 7 consecutive days. On March 22 and March 23, its 2018 employee stock ownership plan committee sold all 33.0287 million shares.

In fact, exchanges were already inquiring during this period. As early as March 13, the Shanghai Stock Exchange requested the company in its inquiry letter to self-check the subsequent reduction arrangements of relevant parties and make an announcement within 5 trading days. Due to the delayed reply announcement issued on March 18, Songdu shares did not respond positively to this question.

In the first 3 change announcements and risk warnings during the stock price change, Songdu shares did not mention the reduction plan. On the second day of the disclosure of the third change announcement, the company's employee stock ownership plan suddenly carried out a liquidation-style reduction, which caused an uproar in the market.

On March 28, under the extensive questioning and supervision, the current director of Songdu Co., Ltd., Gao Yu Jianwu, and other 7 people promised to voluntarily give up the actual investment share of the shareholding plan, corresponding to the total income of 27.2 million yuan, and donate the income to the company for free.

On April 22, due to untrue and incomplete information disclosure, the Shanghai Stock Exchange issued a disciplinary decision to publicly condemn Songdu and relevant responsible persons.

03 The main business is weak, increasing revenue but not profit

Statistics show that Songdu Co., Ltd. was established in 1999 and is one of the "Old Eighteen" well-known real estate development companies in Hangzhou. The company entered the capital market through a backdoor in 2011.

From the point of view of operation, the performance of Songdu shares has fluctuated greatly in recent years. Flush iFinD data shows that from 2016 to 2020, the company's revenue was 7.764 billion yuan, 2.749 billion yuan, 4.592 billion yuan, 4.167 billion yuan, 7.161 billion yuan, and the net profits attributable to the mother were respectively It is -199 million yuan, 156 million yuan, 411 million yuan, 588 million yuan, and 352 million yuan.

In 2021, Songdu Co., Ltd. achieved an annual operating income of 7.498 billion yuan, a year-on-year increase of only 4.70%; net profit attributable to the parent was -394 million yuan, a year-on-year decrease of 211.90%.

For the big change in performance, Songdu Co., Ltd. attributed it to two major reasons: "asset impairment provision for self-owned projects" and "decreased gross profit margin of newly delivered projects". The impairment announcement disclosed together with the annual report shows that the company will accrue a total of 231 million yuan for asset impairment for the three self-owned projects of Ruyi Chunjiang Phase I, Luchen Mansion and Xiangxian Mansion, accounting for 231 million yuan of net profit attributable to the parent for the current period. 59%.

In addition, last year, Songdu Co., Ltd. fell into a "land retreat". Due to the cancellation of cooperation by the joint development partners, the company gave up a piece of housing land that was bid for 1.783 billion yuan in the first batch of centralized land supply in Hangzhou, and lost 50 million in security deposit.

Compared with the loss in 2021, the overall performance of Songdu shares in the first half of this year has recovered. However, in the first half of the year, its estimated net profit attributable to the parent of RMB 7.5 million to 11 million is far from the net profit attributable to the parent of RMB 110 million in the mid-2021 report.

At the same time, compared with 8 new land parcels in the whole year of last year, Songdu has rarely acquired land in the open market since the beginning of this year.

It is worth noting that the audited firm Tianjian for the 2021 annual report of Songdu Co., Ltd. issued an audit report with an unqualified opinion with an emphasis paragraph.

As early as May 2020, Songdu Co., Ltd. replied to the Shanghai Stock Exchange that the company's controlling shareholder Songdu Holdings and its actual controller, Yu Jianwu, strive to completely solve the problem of pledge of deposit certificates provided by listed companies for controlling shareholders within one year.

But a year later, in May 2021, the issue remains unresolved. In addition, on December 23, 2021, Yu Jianwu received the "Administrative Punishment Decision" issued by the China Securities Regulatory Commission for suspected insider trading of stocks fine.

Tianjian said that in consideration of the importance of the above matters, it added an emphasised matter paragraph in the audit report and reminded users of the financial statements to pay attention.

In the stock price change announcement on August 18, the company stated that the balance of the deposit certificate pledge guarantee provided for Songdu Holdings was still 2.352 billion yuan. At the same time, the company's controlling shareholder and its persons acting in concert held a total of 50.15% of the company's shares, and the accumulative pledge accounted for 79.15% of the shares held by them, and the proportion of stock pledge was relatively high.

After harvesting a lower limit on August 19, the share price of Songdu shares was 3.78 yuan per share, and the total market value was 5.066 billion yuan.