On February 7, Shandong Xinchao Energy Corporation Limited(600777) (Stock Code: 600777, hereinafter referred to as the “company”) issued an announcement to disclose the latest progress of the company’s trust and loan litigation disputes between Guangzhou rural commercial bank and Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as “Huaxiang investment”) and other companies and natural persons.
The announcement shows that according to the results of the first instance judgment of the above cases, Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) , Dea General Aviation Holding Co.Ltd(002260) shall be liable for half of the debts determined by the first instance judgment that Huaxiang investment cannot be paid off within 15856666.67 yuan respectively; And bear the above case acceptance fee and property preservation fee within the range of 7978551 yuan respectively.
Shandong Xinchao Energy Corporation Limited(600777) in this regard, it is believed that there are errors in the determination of facts and applicable laws in the first instance judgment of the case. The company will appeal to the higher people’s Court of Guangdong Province within the statutory time limit in accordance with relevant regulations, and will continue to actively take a number of measures to protect the interests of listed companies and all shareholders.
involved in a dispute due to a paper of “balance replenishment agreement”
Panorama combed the case and found that on June 27, 2017, Guangzhou Rural Commercial Bank signed the single fund trust contract for Sinotrust Huaxiang Beijing loan with Sinotrust, with a trust scale of RMB 2.5 billion and an expected term of 48 months. On the same day, Huaxiang investment signed the trust loan contract with guoxintong trust, which granted loans of 1.5 billion yuan and 1 billion yuan to Huaxiang investment on June 28, 2017 and August 3, 2017 respectively.
And Shandong Xinchao Energy Corporation Limited(600777) was involved in the case because of a “balance replenishment agreement”. According to the statement of Guangzhou rural commercial bank, on June 27, 2017, the company signed the balance replenishment agreement with the bank. The content of the agreement shows that if Guangzhou rural commercial bank fails to receive the investment principal or income agreed in the trust contract in full on any accounting date agreed in the trust contract (including interest distribution date, principal repayment date and trust early termination date), it shall bear the obligation of making up the difference to Guangzhou rural commercial bank for any reason.
The shareholders of Shenzhen jinzhichangshun Investment Development Co., Ltd. decided to guarantee the debt of Huaxiang investment with Shandong Xinchao Energy Corporation Limited(600777) 342757575 shares. In addition, 15 other defendants, Beijing Wutong Xiangyu Investment Co., Ltd., Shenzhen Jinchang Asset Management Co., Ltd. and Cai Hongjun, respectively, promise to provide guarantee for the performance of the above-mentioned trust loan contract under different terms of agreement.
On April 14, 2020, guoxintuo issued the notice of early termination of guoxintuo · Huaxiang Beijing loan single fund to Guangzhou rural commercial bank. Guoxintuo decided to terminate the trust and liquidate it in advance on April 24, 2020, and register the settlement of the trust property in accordance with relevant regulations. The borrower Huaxiang investment should 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, the difference is made up, 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.
the agreement is signed or artificially stamped with “radish seal”
It is worth noting that in this case, the authenticity of the balance replenishment agreement signed by Shandong Xinchao Energy Corporation Limited(600777) was in doubt, or fell into a dispute due to the “radish chapter”. It is understood that Shandong Xinchao Energy Corporation Limited(600777) argued in the first instance that the authenticity of the seal ” Shandong Xinchao Energy Corporation Limited(600777) ” stamped on the balance replenishment agreement was in doubt, which was not enough to determine that Xinchao company had the real intention to provide the balance replenishment obligation. To say the least, the authenticity of the contract seal will not be considered. The balance replenishment agreement has not been deliberated by the board of directors and shareholders’ meeting of the listed company or information disclosure procedures, and Guangzhou rural commercial bank, as a creditor, has not been examined, which does not constitute goodwill. Therefore, the balance replenishment agreement is invalid and Xinchao company does not need to bear any responsibility.
In addition, the provisions of the balance replenishment agreement are only applicable to the distribution of trust principal and income in cash. In this case, the trust property is distributed in the form of maintaining the original state, and the provisions of the balance replenishment agreement are not applicable. Xinchao company shall not bear the obligation of balance replenishment. Moreover, the difference replenishment agreement involved in the case has obvious subordination. The terms of the difference replenishment agreement have the intention to provide guarantee, which belongs to a general guarantee contract. Because Guangzhou rural commercial bank did not require Xinchao company to bear the guarantee liability during the guarantee period, the guarantee liability under the balance supplement agreement of Xinchao company has been exempted. In terms of ten thousand steps back, the difference agreed in the difference replenishment agreement cannot be determined at present, and the payment terms of Xinchao company have not been achieved.
At the same time, when the balance replenishment agreement was signed and signed, Liu Ke, the current legal representative of Xinchao company, was not the legal representative of Xinchao company. CICC innovation (Beijing) Asset Management Co., Ltd. and its partnership also had no equity relationship with Xinchao company. Xinchao company did not have any reasonable reason to provide balance replenishment for Huaxiang company.
the first instance judgment finds facts or has errors
the company will continue to file an appeal
Shandong Xinchao Energy Corporation Limited(600777) in this regard, the company believes that there are errors in the facts identified in the judgment and the applicable law. The company said that it will appeal to the higher people’s Court of Guangdong Province within the statutory time limit in accordance with the relevant provisions, and will continue to actively take a number of measures to try its best to protect the interests of the listed company and all shareholders.
The company said that the judgment of first instance confirmed the authenticity of the balance replenishment agreement involved in the case based on the appraisal conclusion and the fact that Huang Wanzhen signed without authorization without the deliberation and authorization of the company, then the evidence of Huang Wanzhen’s suspected breach of trust and damage to the interests of Listed Companies in Article 169 of the criminal law is conclusive, and the people’s court shall transfer and deal with it according to law. However, the first instance judgment held that “there is no evidence to prove that the facts involved in this case involve a criminal crime”, which is contrary to the facts and contradictory.
In addition, there are obvious contradictions between the reasons for determining that the difference replenishment Agreement constitutes an atypical guarantee in the first instance judgment, which cannot be established. The difference replenishment agreement involved in the case is not an “atypical guarantee” stipulated in the judicial interpretation of the Supreme Court at all, but a typical guarantee and a general guarantee.
Shandong Xinchao Energy Corporation Limited(600777) believes that the existing evidence can prove that Guangzhou rural commercial bank knew that the then legal representative Huang Wanzhen exceeded her authority and signed the difference supplement agreement without authorization, resulting in the invalidity of the contract. It should apply the provisions of Article 20 of the minutes of the nine people and determine that Shandong Xinchao Energy Corporation Limited(600777) will not bear the civil liability after the invalidity of the contract. Shandong Xinchao Energy Corporation Limited(600777) is the victim of a criminal act and has no fault or minor fault. In the first instance, according to the highest standard of judicial interpretation, it was decided that Shandong Xinchao Energy Corporation Limited(600777) should be liable for compensation for half of the debtor’s debts, which is the improper distribution of fault liability of all parties.
It is reported that the judgment belongs to the judgment of first instance and has not yet taken effect. The final effective judgment result cannot be determined at present.
