Securities code: 002592 securities abbreviation: Nanning Baling Technology Co.Ltd(002592) Announcement No.: 2022-007 Nanning Baling Technology Co.Ltd(002592)
Progress announcement on capital occupation
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of fund occupation
Nanning Baling Technology Co.Ltd(002592) (hereinafter referred to as "the company") acquired 51% equity of Beijing Hongrun Tianyuan gene Biotechnology Co., Ltd. (hereinafter referred to as "Hongrun Tianyuan") in cash in May 2019. Since Hongrun Tianyuan's main business involves bioengineering technology and is highly professional, Wang Anxiang, the performance commitment party, will still serve as the legal representative and be responsible for operation and management after the acquisition. In May 2020, the company found in its self inspection that Hongrun Tianyuan and its wholly-owned subsidiary Hainan Hongrun Tianyuan gene Biotechnology Co., Ltd. (hereinafter referred to as "Hainan Hongtian") had large amounts of non operating funds occupied by related parties and illegal guarantees. Taking advantage of his position as the legal representative, chairman and general manager of Hongrun Tianyuan and the legal representative, executive director and general manager of Hainan Hongtian, Wang Anxiang manipulated Hainan Hongtian company to provide external guarantees in violation of regulations and provided non operating funds for himself. The details are as follows:
1. On October 28, 2019, October 29 and January 8, 2020, Wang Anxiang, in violation of the prescribed procedures and without the approval of the company, successively arranged to pledge and guarantee three time deposit certificates of Hainan Hongtian with the amount of 146 million yuan, 150 million yuan and 170 million yuan, constituting an illegal guarantee. The total guarantee amount was 466 million yuan, accounting for 32.05% of the company's audited net assets in 2019. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the above-mentioned illegal guarantee triggered the corresponding situation of "other risk warnings for the shares of listed companies", resulting in the implementation of other risk warnings (st) for the shares of the company from July 2, 2020. In fact, the above-mentioned illegal guarantee is that Wang Anxiang illegally used the funds of Hainan Hongtian to fund his personal loans by colluding with others, forming the occupation of non operating funds by related parties. For details, please refer to the announcement on reply to Guangxi securities regulatory bureau's letter of concern on the supervision of Nanning Baling Technology Co.Ltd(002592) 2019 annual report (Announcement No.: 2020-046), announcement on reply to Shenzhen Stock Exchange's letter of concern (Announcement No.: 2020-047), which was disclosed by the company on May 23, May 30, June 2, June 23 and July 1, 2020 respectively Announcement on risk warning of illegal external guarantee of subsidiaries (Announcement No.: 2020-048), announcement on reply to letter of concern of Shenzhen Stock Exchange (Announcement No.: 2020-062) and announcement on other risks warning of the company's shares (Announcement No.: 2020-068).
2. From December 2019 to January 2020, Hongrun Tianyuan paid an advance payment of 32.804 million yuan to Beijing anjema Trading Co., Ltd. (hereinafter referred to as "anjema trading") actually controlled by Wang Anxiang, which constituted the occupation of non operating funds of related parties.
3. On April 10, 2019 (before M & A), Hongrun Tianyuan paid 42 million yuan to Zhejiang dixiu Trade Co., Ltd. (hereinafter referred to as "dixiu trade") which had no actual business dealings. After verification, the amount is actually the repayment of the loan by Beijing Gemma Health Consulting Co., Ltd. actually controlled by Hongrun Tianyuan on behalf of Wang Anxiang, which constitutes the occupation of non operating funds by related parties.
To sum up, Wang Anxiang and his related parties occupied a total of about 542 million yuan of funds of Hongrun Tianyuan and its subsidiaries through advance payment, current payment and illegal guarantee.
As of the disclosure date of this announcement, Wang Anxiang and his related parties have not returned the above funds. After the above three pledged certificates of deposit matured one after another, due to the debtor's failure to pay off the due debts, all the bank deposits of 466 million yuan in the certificate of time deposit were transferred by the bank to offset the debts.
2、 Solutions and progress
1. After discovering the above illegal guarantee and fund occupation, the company immediately asked Wang Anxiang to release the pledge guarantee of the certificate of deposit and recover the fund occupation. Therefore, Wang Anxiang made a series of repayment commitments as follows:
(1) On June 22, 2020, Wang Anxiang signed the tripartite agreement with the company and Hainan Hongtian, Wang Anxiang promises that he will be responsible for cancelling the pledge of the above 296 million yuan bank deposit certificate provided by Hainan Hongtian to Fuxin Jiubao Energy Co., Ltd. before June 30, 2020, or paying Hainan Hongtian in cash of 296 million yuan to replace the pledged bank deposit certificate before June 30, 2020; Release the pledge of RMB 170 million bank deposit certificates provided by Hainan Hongtian to Fugang Energy Technology Co., Ltd. before June 30, 2020, or pay RMB 170 million in cash to Hainan Hongtian to replace the pledged bank deposit certificates before June 30, 2020; If Wang Anxiang fails to release the pledge of certificates of deposit of 296 million yuan and 170 million yuan on schedule, thus causing losses to Hainan Hongtian, the listed company and the shareholders of the listed company, Wang Anxiang shall bear full responsibility
Ren. Wang Anxiang agreed to repay Hainan Hongtian 296 million yuan and 170 million yuan in cash before October 31, 2020, and pay interest to Hainan Hongtian at the actual amount owed and the annual interest rate of 10% from July 1, 2020 to the date of paying off all the above-mentioned amounts.
(2) On May 21, 2020, Wang Anxiang promised: if the purchase of essential oil business has not occurred before July 30, 2020 or the amount of purchase of essential oil business is less than 32.804 million yuan, Wang Anxiang himself shall be responsible for urging anjema commerce and trade to return the above funds (calculated according to the balance after deducting the amount of purchase of essential oil business, the same below), and pay an annual interest fee of 10%; If anjema trading fails to return the above funds on schedule, Wang Anxiang himself will return the above funds before July 30, 2020 and pay the interest fee at an annual rate of 10%. (3) On May 21, 2020, Wang Anxiang promised that if dixiu trade failed to return all the above-mentioned funds to Hongrun Tianyuan before June 30, 2020, Wang Anxiang himself would be responsible for paying off all the above-mentioned funds to Hongrun Tianyuan before June 30, 2020 and paying interest at an annual rate of 10%.
As of the disclosure date of this announcement, the above commitments have expired. Although the company has repeatedly urged Wang Anxiang to fulfill his commitments, Wang Anxiang has not fulfilled the above commitments, returned the above occupied funds and paid the corresponding interest.
2. For the capital losses caused by the above illegal guarantee, the company has successively launched legal recovery procedures, as follows:
(1) In August 2020, the company filed a lawsuit against the intermediate people's Court of Nanning City, Guangxi Zhuang Autonomous Region (hereinafter referred to as "Nanning intermediate people's court") for the 170 million yuan of guarantee loss funds deducted by Chongqing Branch of Guangdong Development Bank for Hainan Hongtian, recourse to Wang Anxiang, and took property preservation measures. On December 27, 2021, Nanning intermediate people's court made a first instance ruling on the case, holding that Wang Anxiang's behavior was suspected of a criminal crime and should be transferred to the public security organ for handling. Therefore, it ruled to reject the prosecution of the company.
(2) In July 2021, Hainan Hongtian filed a lawsuit against the Guangzhou intermediate people's Court of Guangdong Province (hereinafter referred to as "Guangzhou intermediate people's court") for the 146 million yuan of guarantee loss funds deducted by the Zhujiang branch of Bank of Guangzhou, Request the Guangzhou intermediate people's court to confirm that the certificate of deposit pledge contract numbered (2019) Zhujiang sub branch Cunzhi Zi No. yc-003 signed with the Zhujiang sub branch of Bank of Guangzhou on October 28, 2019 is invalid, and require the Zhujiang sub branch of Bank of Guangzhou to return 146 million yuan. On November 5, 2021, Guangzhou intermediate people's court made a first instance judgment on the case, rejecting all the claims of Hainan Hongtian. Hainan Hongtian has appealed to the higher people's Court of Guangdong Province, and the second instance of the case has not yet opened.
3. The company will continue to take legal means such as property preservation and litigation to recover the funds lost by Hainan Hongtian from Wang Anxiang and other responsible parties, or directly promote the filing of criminal charges to the public security organ, investigate Wang Anxiang's criminal responsibility and require him to return all the occupied funds.
3、 Relevant risk tips
1. As of the disclosure date of this announcement, the above funds have not been recovered, and the company does not meet the conditions for applying for cancellation of other risk warnings. Please pay attention to the investment risks.
2. Although Wang Anxiang promised to return the above amount, up to now, all his repayment commitments have been overdue, and Wang Anxiang has not fulfilled his commitments so far. The company has taken capital recovery measures and has not recovered any of the above funds so far. There is still major uncertainty about whether the above funds can be recovered in the end. Please pay attention to the investment risks.
3. There is a large risk of bad debt in the above-mentioned funds. The company has individually accrued the credit impairment loss of 70% of the above-mentioned funds in the 2020 annual report. Based on the principle of prudence, the company will further evaluate the recoverability of the above funds. If the above funds are still not recovered before the disclosure of the company's 2021 annual report, the company may withdraw the impairment loss for the remaining 30% of the above funds in a single amount. Please pay attention to the investment risk. 4. The company will timely perform the obligation of information disclosure in strict accordance with the requirements and provisions of relevant laws and regulations according to the progress of the above matters. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn, All information of the company shall be subject to the official announcement published by the company in the above designated media. Please pay attention to investment risks and invest rationally.
It is hereby announced.
Nanning Baling Technology Co.Ltd(002592) board of directors January 29, 2022
