Securities code: 600777 securities abbreviation: Shandong Xinchao Energy Corporation Limited(600777) Announcement No.: 2022-003 Shandong Xinchao Energy Corporation Limited(600777)
Progress announcement involving litigation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
★ litigation stage of the case: judgment of first instance
★ party status of listed company: defendant
★ amount involved: according to the results of the first instance judgment, 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 (Beijing) Investment Co., Ltd. cannot pay off within the range of 1585666666.67 yuan respectively; And bear the case acceptance fee and property preservation fee within the range of 7978551 yuan respectively.
★ whether it will have a negative impact on the profits and losses of listed companies: this judgment belongs to the judgment of first instance and has not yet taken effect. The final effective judgment result cannot be determined at present. The specific impact of this matter on the profits of the company in the current period and after the period shall be subject to the annual audit data of accountants. The company will appeal according to law, advocate its own legitimate rights and interests, and actively safeguard the legitimate rights and interests of the company and shareholders.
Shandong Xinchao Energy Corporation Limited(600777) (hereinafter referred to as ” Shandong Xinchao Energy Corporation Limited(600777) “, “company” or “trendy company”) has received the civil judgment (2020) Yue 01 min Chu No. 2011 of Guangzhou intermediate people’s court forwarded by the attorney, and now the specific situation is announced as follows:
1、 Basic information of this lawsuit
Acceptance time: November 23, 2020
Case No.: (2020) Yue 01 min Chu No. 2011
Plaintiff: Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Guangzhou rural commercial bank” or “Guangzhou rural commercial bank”)
Defendant: Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as “Huaxiang investment” or “Huaxiang company”), Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) (referred to as ” Zoje Resources Investment Co.Ltd(002021) “), Dea General Aviation Holding Co.Ltd(002260) (referred to as ” Dea General Aviation Holding Co.Ltd(002260) “), Shenzhen Jin Chi Shun Shun Investment Development Co., Ltd., Beijing Wutong Xiang Yu investment Co., Ltd., Beijing huayaba Enterprise Management Co., Ltd. Yuhuan Jieguan Investment Co., Ltd., Beijing Junyi Investment Management Co., Ltd., Shenzhen Jinchang Asset Management Co., Ltd., Li Liyun, Cai Hongjun, Zhang long, Huo Jiamei, Yan Li and other 10 companies and 7 natural persons.
Third party communications Co., Ltd. (hereinafter referred to as “third party communications”)
Name of litigation institution: Guangzhou intermediate people’s Court of Guangdong Province
Location of litigation institution: Guangzhou City, Guangdong Province
See the announcement of Shandong Xinchao Energy Corporation Limited(600777) litigation involved (Announcement No.: 2021-011) disclosed by the company on March 4, 2021 for the basic information of litigation. The company also issued the Shandong Xinchao Energy Corporation Limited(600777) announcement on receiving the case receipt from the public security organ (Announcement No.: 2021-018) on April 6, 2021, which disclosed that the company reported the case to the Economic Crime Investigation Detachment of Yantai Public Security Bureau of Shandong Province and received the case receipt.
2、 Facts, reasons and claims of litigation
(I) facts and reasons of litigation
1. The plaintiff claimed that: (1) according to the contents of the trust contract of Guotong trust Huaxiang Beijing loan single fund (hereinafter referred to as the “trust contract”, dated June 27, 2017, and the main payers are Guangzhou rural commercial bank and Guotong trust), the trust scale is RMB 2.5 billion, and the expected term is 48 months, calculated from the date of establishment of the trust. On June 28, 2017 and August 3, 2017, the plaintiff transferred the trust fund of RMB 1.5 billion and RMB 1 billion to the special account of trust property designated by Guotong trust, and the trust plan was established.
(2) According to the content of the trust loan contract (dated June 27, 2017, and the subject of the signing is Huaxiang investment and Guotong trust), guocommunication Trust provides the loan amount to Huaxiang investment and stipulates the loan term, interest rate and other terms. On June 28, 2017 and August 3, 2017, guoxintong successively granted loans of RMB 1.5 billion and RMB 1 billion to Huaxiang investment.
(3) According to the contents of the balance replenishment agreement (dated June 27, 2017, with the company and Guangzhou rural commercial bank as the subject of the payment), when the plaintiff 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, It shall undertake the obligation of making up the difference to the plaintiff; The company promises that “Party A guarantees that the signing and performance of this contract is a true and voluntary expression of Party A’s will. 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 the plaintiff at 0.05% of the overdue amount per day for each overdue day.
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.
(4) 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 trustee’s duties and obligations under the trust contract of guoxintong trust will be terminated as of the early termination date, and guoxintong trust will no longer bear any management responsibilities of the trust. Guoxintuo will hand over the relevant materials of the trust property to Guangzhou rural commercial bank and send a written notice to the debtor that the creditor is changed into Guangzhou rural commercial bank, which is deemed to have distributed the trust property; Guoxintuo issued the notice of assignment of creditor’s rights to each debtor, notified the fact of assignment of creditor’s rights, and required each debtor to directly fulfill the debt / guarantee liability that Guangzhou rural commercial bank should bear as the debtor / guarantor. On May 6, 2020, guocommunication trust issued the liquidation report to Guangzhou rural commercial bank, and guocommunication trust relieved its fiduciary responsibility for the trust.
(5) 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, 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.
2. The defendant Huaxiang company argued that: (1) 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) Xinchao company and Zoje Resources Investment Co.Ltd(002021) both filed criminal proceedings, and the prosecution should be dismissed in this case.
3. The defendant Xinchao company argued that: (1) the trust contract relationship and the loan contract relationship are two different independent legal relationships. Xinchao company has nothing to do with the dispute over the financial loan contract in this case. In this case, the supplement of the difference between Guangzhou rural commercial bank and Xinchao company for the trust contract should not be tried together. (2) The authenticity of the seal ” Shandong Xinchao Energy Corporation Limited(600777) ” stamped on the balance replenishment agreement is in doubt, which is not enough to confirm that Xinchao company has the real intention to provide the balance replenishment obligation. (3) 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. (4) The issue of whether Xinchao company should bear the liability for compensation should not be solved in this case. The lawsuit request of Guangzhou rural commercial bank against Xinchao company should be rejected and informed to file a separate lawsuit. (5) The provisions of the balance replenishment agreement are only applicable to the situation of cash distribution of trust principal and income. 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. (6) 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. (7) 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. (8) At the time of signing and signing the balance replenishment agreement, 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.
(II) claims
This case involves a total of 23 claims, and the claims involving the company are as follows:
1. The defendant Shandong Xinchao Energy Corporation Limited(600777) undertakes the obligation of making up the difference of RMB 3583668607.64 (as of November 6, 2020) to the plaintiff;
2. Shenzhen jinzhichangshun Investment Development Co., Ltd. shall be jointly and severally liable to the plaintiff within Shandong Xinchao Energy Corporation Limited(600777) 342757575 shares with a value of 1213361816 yuan;
3. 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.
3、 Progress of litigation
The main contents of the civil judgment of Guangzhou intermediate people’s Court (No. 01, 2011) are as follows:
1. The first item of the judgment is that the defendant Huaxiang (Beijing) Investment Co., Ltd. shall repay the plaintiff Guangzhou Rural Commercial Bank Co., Ltd. the loan principal of 2.5 billion yuan and the interest, penalty interest and compound interest within 15 days from the date of legal effect of this judgment. As of November 6, 2020, the interest, penalty interest and compound interest totaled 1764574305.55 yuan, and the interest, penalty interest and compound interest calculated and paid during the contract period The sum of compound interest shall not exceed the upper limit based on RMB 2.5 billion and calculated according to the standard of 24% annual interest rate. From November 7, 2020 to the date of actual repayment, the penalty interest shall be calculated and paid according to the standard of 24% annual interest rate based on RMB 2.5 billion;
2. Items 2 to 4 of the judgment are that the defendant Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) , Dea General Aviation Holding Co.Ltd(002260) shall be liable for compensation for half of the above-mentioned debts of the defendant Huaxiang investment within the range of 1585666666.67 yuan respectively;
3. Item 5 of the judgment is that the defendant Shenzhen jinzhichangshun Investment Development Co., Ltd. shall bear joint and several liabilities for the above-mentioned first debt invested by the defendant Huaxiang within the value range of 342757575 defendant Shandong Xinchao Energy Corporation Limited(600777) shares held by it on June 19, 2021;
4. Items 6 to 18 of the judgment are the responsibilities of other defendants (omitted here).
5. Item 19 of the judgment is to reject other claims of the plaintiff Guangzhou Rural Commercial Bank Co., Ltd.
If the obligation to pay money is not fulfilled within the period specified in this judgment, the debt interest during the period of delayed performance shall be doubled in accordance with Article 260 of the Civil Procedure Law of the people’s Republic of China.
The case acceptance fee is 24645200 yuan and the property preservation fee is 5000 yuan, totaling 24650200 yuan, which shall be borne by the plaintiff Guangzhou Wai. Other litigation costs shall be borne by other defendants.
If you are not satisfied with this judgment, you can submit a petition to the Guangzhou intermediate people’s court within 15 days from the date of service of the judgment, and submit copies according to the number of opposite parties or representatives to appeal to the Guangdong Higher People’s court.
4、 The impact of the litigation situation of this announcement on the company
1. This judgment belongs to the judgment of first instance and has not yet taken effect. The final effective judgment result cannot be determined at present. The specific impact of this matter on the company’s current and future profits shall be subject to the annual audit data of accountants. According to the stock listing rules (revised in January 2022) of Shanghai Stock Exchange, the company’s shares may be subject to other risk warnings.
2. After full discussion by the board of directors, the company believes that:
(1) Before the promulgation of the civil code, there were no clear legal provisions on the identification of the balance replenishment agreement and the treatment of the invalidity of hidden insurance of listed companies involved in this case, but the effective civil code and supporting judicial interpretations have made clear provisions, so the new law should be applied to this case. The mistakes in the judgment of first instance shall be applied to the old law and shall be corrected. (2) There are “trust contract relationship” and “financial loan contract relationship” in this case, which are two different and independent legal relationships. The judgment of the first instance held that the trust contract was legal and valid, recognized the effectiveness of the transfer of trust loan creditor’s rights between Guotong trust and the plaintiff, denied the trust relationship between Guotong trust and Guangzhou rural commercial bank, and held that the loan relationship actually occurred between the plaintiff and Huaxiang company, The plaintiff’s application for Shandong Xinchao Energy Corporation Limited(600777) based on trust relationship was forcibly tried in this case (financial loan case). Contradictory and contrary to legal procedures.
(3) The judgment of the first instance confirms the authenticity of the difference replenishment agreement involved in the case according to the expert conclusion and the fact that Huang Wanzhen signed without authorization without the deliberation and authorization of the company, then Huang Wanzhen is suspected of violating Article 169 of the criminal law and damaging the interests of the listed company. The evidence 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.
(4) The judgment of the first instance on the “balance replenishment agreement” involved in the case constitutes an atypical burden
