Securities code: 002021 securities abbreviation: Zoje Resources Investment Co.Ltd(002021) Announcement No.: 2022-004 Zoje Resources Investment Co.Ltd(002021)
Announcement on receipt of civil judgment of first instance
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.
Zoje Resources Investment Co.Ltd(002021) (hereinafter referred to as “the company” or “Zoje resources”) received the first instance civil judgment (2020) Yue 01 min Chu No. 2011) transmitted by the attorney to Guangzhou intermediate people’s Court (hereinafter referred to as “Guangzhou intermediate people’s court”) on January 30, 2022. The relevant matters are hereby announced as follows: I. Basic information of litigation matters
The case of loan contract dispute between the plaintiff Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Guangzhou rural commercial bank”) and 17 defendants, including Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as “Huaxiang company”) and the company, was filed and accepted by Guangzhou intermediate people’s Court on November 23, 2020, and applied ordinary procedures according to law. On July 9, 2021 The trial was held in public on September 3.
Please refer to the details of the case published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on November 6, 2020, February 2, 2021, March 12, 2021, April 24, 2021, June 4, 2021, June 8, 2021 and August 24, 2021（ http://www.cn.info.com.cn. ）Announcement of Zoje Resources Investment Co.Ltd(002021) on major issues (Announcement No.: 2020-085), announcement of Zoje Resources Investment Co.Ltd(002021) on progress of major issues (Announcement No.: 2021-006), announcement of Zoje Resources Investment Co.Ltd(002021) on receipt of notice of response (Announcement No.: 2021-010), announcement of Zoje Resources Investment Co.Ltd(002021) on progress of major issues (Announcement No.: 2021-011) Announcement of Zoje Resources Investment Co.Ltd(002021) on receiving court summons (Announcement No.: 2021-017), announcement of Zoje Resources Investment Co.Ltd(002021) on receiving notice of change of hearing and summons (Announcement No.: 2021-036), announcement of Zoje Resources Investment Co.Ltd(002021) on receiving court summons (Announcement No.: 2021-037), announcement of Zoje Resources Investment Co.Ltd(002021) on receiving court summons (announcement No.: 2021-045).
2、 Basic information about the case related to the company
Guangzhou rural commercial bank sued Guangzhou intermediate people’s Court: 1. Huaxiang company repaid the principal of the first trust loan of 1.5 billion yuan and the principal of the second trust loan of 1 billion yuan to Guangzhou rural commercial bank, totaling 2.5 billion yuan; 2. Huaxiang company repaid the trust loan interest to Guangzhou rural commercial bank. From June 28, 2017 to November 6, 2020, the trust loan interest corresponding to the trust loan principal of RMB 1.5 billion was RMB 844250000.00 at the annual interest rate of 16.5%; From August 3, 2017 to November 6, 2020, based on the annual interest rate of 16.5%, the trust loan interest corresponding to the principal of RMB 1 billion trust loan is RMB 546333333.33, totaling RMB 1390583333.33; From November 7, 2020 to the date of actual repayment, the penalty interest shall be calculated and charged according to the annual interest rate of 24.75% based on the principal of RMB 2.5 billion; 3. As of November 6, 2020, the default interest incurred by Huaxiang company from the repayment of the principal to the actual repayment date is 185384375.00 yuan (based on the unpaid principal payable on the current day as agreed in the contract, calculated according to the default interest rate of 24.75% to the actual repayment date); 4. Huaxiang company has repaid the interest to Guangzhou rural commercial bank until the actual repayment date, and the compound interest is generated due to overdue repayment of interest. As of November 6, 2020, the compound interest is 344712299.48 yuan (based on the unpaid interest payable on the interest settlement date agreed in the contract and calculated according to the penalty interest rate of 24.75% until the actual repayment date); 5. Huaxiang company paid a penalty of 500 million yuan to Guangzhou rural commercial bank; The principal, interest, default interest, compound interest and liquidated damages of the above 1 to 5 claims are temporarily calculated to November 6, 2020, totaling 4920680007.81 yuan; Six to eight claims are that Zoje resources and the other two companies undertake the obligation to make up the difference of 3583668607.64 yuan (as of November 6, 2020) to Guangzhou rural commercial bank respectively; Items 9 to 22 are litigation claims against other defendants (omitted here); 23. All expenses for realizing the creditor’s rights, such as the acceptance fee and preservation fee of this case, shall be borne by the defendant.
The loan scale of Guoxiang Trust Co., Ltd. is expected to be RMB 2.5 billion from the date of establishment of Guoxiang Trust Co., Ltd. in 2017, which is expected to be 6 months from the date of signing the contract with Guoxiang Trust Co., Ltd; The trust is established on the date when Guangzhou rural commercial bank pays the trust funds in full to the special account of the trust property on schedule. On June 28, 2017 and August 3, 2017, Guangzhou rural commercial bank transferred the trust funds of 1.5 billion yuan and 1 billion yuan to the special trust property account designated by Guotong trust company (Huaxia sub branch of Guangzhou rural commercial bank 058754300000011664), and the trust plan was established. On June 27, 2017, Huaxiang company signed the trust loan contract with Guotong trust company. The details are as follows: the loan amount. Article 1.1 stipulates that “the total amount of each loan under this contract shall not exceed 2.5 billion yuan. Guotong trust company can issue trust loans in multiple batches according to the establishment of the trust in multiple phases, and the letter to be issued by Guotong trust company
The number of entrusted loans is equal to the number of periods when the trust is established. ” On June 28, 2017 and August 3, 2017, Guotong communications trust company successively granted loans of 1.5 billion yuan and 1 billion yuan to Huaxiang company. The loan will naturally expire on June 28, 2021. 3.1 the loan term stipulates that “the starting date of the loan term of the nth loan under this contract is the establishment date of the nth term of the trust, and the maturity date of the nth loan is within 48 months from the starting date of the first loan term, which shall be subject to the loan term recorded in the transfer certificate.” The annual interest rate of the loan. Article 4.1.1 stipulates that “the loan interest rate is 10.83% per year.” Raise interest rates. Article 4.1.2 stipulates that “if Huaxiang company or related parties (including but not limited to the guarantor) violate the provisions of this contract, other guarantee contracts, commitment letters and other transaction documents, the loan interest rate under this contract will rise to the annual interest rate of 16.5% / year from the date of loan issuance.
”Penalty interest rate. 4.2.1: “if Huaxiang company fails to repay the principal as agreed in this contract, guoxintuo has the right to calculate and collect the penalty interest by floating 50% on the basis of the loan execution interest rate agreed in the contract (including the agreed increased interest rate).” Compound interest. 4.2.3: “for the interest overdue or not paid on time during the period of default, compound interest shall be calculated and charged according to the penalty interest rate agreed in the contract.” Interest repayment arrangements. Article 4.3.2 stipulates that “the interest settlement date is the date when the first loan is granted (June 28, 2017) for 24 months, 30 months, 36 months, 42 months and 48 months, and the early maturity date or extension date of N loans.” Repayment arrangement. 6.4.1 the repayment plan stipulates that “Huaxiang company shall repay the loan principal of 50 million yuan to Guotong trust company on the date of 12 months after the establishment of the trust; repay the loan principal of 100 million yuan to Guotong trust company on the date of 24 months after the establishment of the trust; as of 36 months after the establishment of the trust, the cumulative repayment of loan principal to Guotong trust company shall not be less than 1.5 billion yuan.” Breach of contract. Article 11.1.1 (3) stipulates that the remedies for breach of contract for “failure to repay the principal and interest of any loan in full on schedule (including early termination)” include but are not limited to: “The loan interest rate of each loan shall be increased to 16.5% per annum from the agreed date of issuance of the loan. Huaxiang company shall make up the difference between the interest of each trust loan before the increase of the loan interest rate and the increased interest. Until all the difference is made up, it shall not be deemed that Huaxiang company has paid the interest payable in the current period.” 11.2.3: “announce the immediate maturity of the loan and recover the principal and interest of the loan in advance.” 11.2.4: “liquidated damages shall be charged at 20% of the loan principal.” Liquidation order. Article 6.2 repayment principle stipulates that “first, it shall be used to repay various expenses, expenses for realizing creditor’s rights, liquidated damages, compensation and other expenses, and the remaining amount shall be repaid in accordance with the principle of paying interest first, then principal, and interest with principal.” On June 27, 2017, the day of signing the trust loan contract, Zoje resources company and two other companies signed the balance replenishment agreement with Guangzhou rural commercial bank, It is agreed that if Guangzhou rural commercial bank fails to receive the investment principal or income agreed in the trust contract in full on the accounting date agreed in any trust contract (including interest distribution date, principal repayment date and trust early termination date) for any reason, the difference replenishment obligor shall bear the difference replenishment obligation to Guangzhou rural commercial bank. Zoje resources and the other two companies promise: “Party A guarantees that the signing and performance of this contract is a true and voluntary expression of Party A’s intention. This Agreement without the authorization and approval required by Party A will not be a reason for Party A to reduce or exempt the performance of its obligations under this Agreement, and the legal liabilities arising therefrom shall be borne by Party A.” If Party A fails to make up the difference on time, it shall pay liquidated damages to Guangzhou rural commercial bank at 0.05% of the overdue amount per day for each overdue day.
On April 14, 2020, guoxintong trust company issued the notice of early termination of guoxintong Huaxiang Beijing loan single fund to Guangzhou rural commercial bank. Guoxintong trust company decided to terminate the trust and liquidate it in advance on April 24, 2020, and close the registration of the trust property in accordance with relevant regulations. The trustee’s duties and obligations under the trust contract of Guotong trust company shall be terminated as of the early termination date, and Guotong trust company will no longer bear any management responsibilities of the trust. If the property of Guangzhou Rural Commercial Trust Bank is changed, it shall be deemed as the written notice to the creditor of Guangzhou Rural Commercial Trust Bank, and the relevant property shall be transferred to Guangzhou Rural Commercial Trust Bank; Guoxintuo issued the notice of assignment of creditor’s rights to all debtors, notified the fact of assignment of creditor’s rights, and required all debtors to directly perform their responsibilities as debtors / guarantors to Guangzhou rural commercial bank. On May 6, 2020, Guotong trust company issued the liquidation report to Guangzhou rural commercial bank, and Guotong trust company relieved its fiduciary responsibility for this trust contract. The borrower Huaxiang company shall repay the principal of 50 million yuan on June 28, 2018 and 100 million yuan on June 28, 2019. As of the date of prosecution, it has not repaid any debt, made up the difference, and the obligor and equity pledgor have not performed their obligations in accordance with the contract. Guangzhou rural commercial bank announced that the loan was due ahead of schedule on November 3, 2020. To sum up, Guangzhou rural commercial bank has legally obtained the creditor status under the trust loan. Huaxiang company failed to repay the principal and interest on schedule, which constitutes a breach of contract. The other defendants also failed to perform their corresponding contractual obligations, and requested the court to make a judgment according to law to safeguard the legitimate rights and interests of Guangzhou rural commercial bank.
The defendant Huaxiang company argued that: first, Huaxiang company has no objection to the legal relationship of trust loan with Guotong trust company, and has received RMB 2.5 billion. With regard to interest, default interest, compound interest and liquidated damages, Huaxiang company believes that it has exceeded the upper limit specified in Article 2 of the opinions of the Supreme People’s Court on further strengthening financial trial, that is, the borrower of the financial loan contract takes the reason that the interest, compound interest, default interest, liquidated damages and other expenses claimed by the lender at the same time are too high and significantly deviate from the actual loss, The request for a reduction of the total part exceeding 24% of the annual interest rate shall be supported. After calculation, as of November 6, 2020, the interest, penalty interest, compound interest and liquidated damages claimed by Guangzhou rural commercial bank should not exceed about 860 million yuan. With regard to the liquidation of Guotong trust and the transfer of creditor’s rights, according to the evidence submitted by Guangzhou rural commercial bank, in the process of serving the advance maturity notice of Huaxiang company, it shows that Huaxiang company is in the state of rejection. Therefore, Huaxiang company does not know the specific contents of the liquidation of Guotong trust company and the advance maturity of trust loans before the lawsuit. 2、 There is beheading interest in this case. 3、 The trust loan contract stipulates that the loan interest rate shall be adjusted from 10.83% to 16.5%, and the additional annualized interest of 5.67% shall be recognized as penalty interest according to law. 4、 Zoje resources and another company have filed criminal proceedings, and the prosecution should be dismissed in this case.
The defendant Zoje argued that: first, the trust contract relationship and the loan contract relationship are two different legal relationships. Zoje resources has nothing to do with this case. Two different legal relationships should not be tried together in this case. 2、 The authenticity of the seal and signature of the balance replenishment agreement is in doubt. 3、 ZOJE Resources Co., Ltd. is a listed company, and the balance replenishment agreement did not fulfill the review procedures. Even if the then legal representative signed the balance replenishment agreement, it was an ultra vires representative. As a financial institution, Guangzhou rural commercial bank, knowing the above situation, still signed the agreement. It does not constitute goodwill and no fault. Therefore, the balance replenishment agreement is invalid and Zoje resources will not bear any responsibility. (I) as for the nature of the difference replenishment agreement, the difference replenishment agreement is a guarantee and a general guarantee. (II) according to the company law and the articles of association of Zoje resources company, Zoje resources company shall perform the deliberation and decision-making procedures of the board of directors and the general meeting of shareholders according to law when providing external guarantee, and make public disclosure. If there is no resolution and announcement, the creditor is a non bona fide creditor, and the guarantee contract is invalid. In this case, Guangzhou rural commercial bank cannot prove that it has reviewed the resolution or announcement of Zoje resources company. (III) for similar cases, especially those involving creditors as professional financial institutions, the financial institutions should bear a higher duty of care in the review of the guarantor’s resolution. In this case, Guangzhou rural commercial bank, as a financial institution, did not prove this. 4、 Guangzhou rural commercial bank not only does not constitute goodwill and no fault, but also has obvious malice. It maliciously colludes with Guotong trust company to transfer risks to Zoje resources company. Therefore《
