Nearly 15000 shareholders of Super Telecom Co.Ltd(603322) did not expect to be "frightened" on the first trading day of the year of the tiger.
On February 7, Super Telecom Co.Ltd(603322) announced that due to the illegal guarantee, the company was subject to other risk warnings, and the trading of the company's shares will be suspended for one day on February 8 and changed to St chaoxun from February 9.
How on earth did all this happen? The listed company gave an exclusive response to the Shanghai Securities News.
illegal guarantee brought out by self inspection
According to the announcement, Super Telecom Co.Ltd(603322) holding subsidiary Sangrui electronics and its wholly-owned subsidiary Minsheng intelligent legal representative / Chairman / executive director Meng fanding, without any authorization from the company, In 2020, the net assets of diaoxing Bingrui Real Estate Co., Ltd. and diaoxing shunshan intelligent real estate Co., Ltd. provided guarantees in the name of diaoxing Bingrui Real Estate Co., Ltd., which accounted for about 10.09% of its private assets.
Due to the failure to complete the liquidation or rectification of the above illegal guarantees within one month, the company's stock trading will be subject to other risk warnings.
"When the company conducted a routine inspection on its subsidiaries and subsidiaries at the end of 2021, it found that there were abnormalities in one account of Sangrui electronics and Minsheng intelligence. After many parties failed to understand, the company finally sent a lawyer to learn about the above violations from the Diaobingshan people's court." For the above illegal guarantee matters, Super Telecom Co.Ltd(603322) the relevant person in charge responded in an interview with Shanghai Securities News.
The reporter noted that Super Telecom Co.Ltd(603322) disclosed on January 1 that after finding that some bank accounts of Sangrui electronics and Minsheng intelligence were frozen, the company immediately communicated with all parties and learned that the above accounts were frozen because Sangrui electronics and Minsheng intelligence, as one of the litigation respondents, Diaobingshan sub branch and Hongqi sub branch of Tieling bank applied to the court for pre litigation property preservation. After repeated inquiries from the company, Meng fanding provided the scanned copy of the guarantee contract to the company on December 31, 2021.
Super Telecom Co.Ltd(603322) in response to the SSE report, it was identified that the official seal stamped in the above guarantee contract was inconsistent with the company's legal filing official seal. According to the relevant provisions of the civil code, the above guarantee is invalid.
In this regard, insiders said that it is not difficult to see from the information disclosed by listed companies that, unlike the illegal guarantee in the general sense, Super Telecom Co.Ltd(603322) this time fell into a matter of illegal guarantee by individual shareholders, which was not involved by the management and major shareholders of listed companies, but also a direct victim.
take multiple measures to solve the guarantee matters
Super Telecom Co.Ltd(603322) stressed that the incident has deeply reminded the company's management to learn lessons and pay more attention to the construction of employee ethics.
At present, with regard to the above-mentioned shareholders' illegal guarantee, the company has recently adjusted the personnel of important positions of Sangrui electronics and Minsheng intelligence, and taken the following measures to safeguard the rights and interests of all shareholders:
First, a special working group has been dispatched to the site to negotiate with Diaobingshan Municipal People's court, Diaobingshan / Hongqi sub branch of Tieling bank and other relevant units to cancel this guarantee.
Second, Meng fanding and his holding company, Diaobingshan Hongding Taisong Real Estate Development Co., Ltd., were ordered to submit the application for lifting the objection to excess seizure and the application for replacement guarantee to the Diaobingshan people's court, which was accepted by the court on January 13.
Third, Sangrui electronics submitted an online lawsuit filing application to the people's Court of Pudong New Area of Shanghai on January 18, and filed a legal lawsuit on Meng fanding's illegal external guarantee in the name of Sangrui electronics and Minsheng intelligence without any authorization.
As the person responsible for the above illegal guarantee matters, based on the impact of his own illegal behavior on the company and its subsidiaries, Meng fanding voluntarily resigned from the legal representative, chairman / Executive Director / general manager of Sangrui electronics and Minsheng intelligence to the company on January 27.
Super Telecom Co.Ltd(603322) received the notification letter from Tieling bank on February 7. At present, it is actively negotiating with Sangrui electronics and Minsheng intelligence on how to solve the issues of guarantee and account use, and demonstrating and solving them as soon as possible.
the company's strategic layout is not affected
Super Telecom Co.Ltd(603322) there have been a lot of "troubles" recently. In addition to the above illegal guarantees, the company's performance has also become a "slot point".
According to the announcement, due to the provision of goodwill impairment of Sangrui electronics, Kangli IOT and Chengdu Haopu environmental protection, the company is expected to have a loss of 210 million yuan to 250 million yuan in 2021 and an advance loss of 240 million yuan to 280 million yuan after deduction. According to public information, the above three companies are acquired by Super Telecom Co.Ltd(603322) M & A.
Does performance loss, illegal guarantee and other matters mean that Super Telecom Co.Ltd(603322) has a problem with its M & a strategy?
in response, Super Telecom Co.Ltd(603322) responded to the Shanghai Securities News that the company began to layout businesses in public utilities, smart logistics, smart energy and other fields four years ago. From the current and social development trends, this strategic layout is undoubtedly correct. However, covid-19 pneumonia and local economic changes have changed the development track of real enterprises and the ethics of individual employees. The experience and lesson learned by the company this time is that in capital operation and enterprise operation, we always put the awe of rules and ethics in the first place in the evaluation of M & A targets and managers.
Super Telecom Co.Ltd(603322) stressed that the company's confidence in developing the Internet of things business has not been affected. In the future, the company will adhere to the strategic planning, strive to develop IOT technology, improve its position in the field of new generation information technology and enhance the profitability of listed companies.
The reporter noted that Super Telecom Co.Ltd(603322) has asked Meng fanding to raise funds as soon as possible to fulfill the obligation of repurchasing 50.01% equity of Sangrui electronics held by the company. Up to now, the program is still under promotion.
Shandong Xinchao Energy Corporation Limited(600777) spread the same "trouble"
On February 8, Shandong Xinchao Energy Corporation Limited(600777) announced that the company was suspected of illegal guarantee, which may cause the company to bear about 1.594 billion yuan of debt capital, about 12.82% of the company's latest audited net assets.
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, if Shandong Xinchao Energy Corporation Limited(600777) fails to solve the problem of illegal guarantee within one month from the date of " Shandong Xinchao Energy Corporation Limited(600777) announcement involving litigation progress" disclosed on February 8, the company's shares may be subject to other risk warnings.
Specifically, Shandong Xinchao Energy Corporation Limited(600777) received the civil judgment of Guangzhou intermediate people's court forwarded by the lawyer. The Guangzhou intermediate people's court made a judgment of first instance in the case of Guangzhou rural commercial bank suing several companies including the company and natural persons, which ruled that the company and the other two companies were liable for half of the debts that Huaxiang (Beijing) Investment Co., Ltd. could not pay off within the range of 1.586 billion yuan respectively, And bear the case acceptance fee and property preservation fee within the range of 7.98 million yuan.
The announcement shows that according to the relevant provisions of the stock listing rules of the Shanghai Stock Exchange, if the company is found to provide external guarantee in violation of the specified decision-making procedures, the balance reaches more than 5% of the absolute value of the latest audited net assets, or the amount exceeds 10 million yuan, and the company's shares may be subject to other risk warnings if it fails to complete liquidation or rectification within one month.
Shandong Xinchao Energy Corporation Limited(600777) the amount of illegal guarantee involved in this time has far exceeded the aforementioned "red line". According to the third quarterly report of the company in 2021, the net assets of the company were 12.364 billion yuan by the end of September 2021. From this simple calculation, 5% of the absolute value of the company's latest audited net assets is about 600 million yuan, and the illegal guarantee involves the possible debt principal of the company to reach 1.594 billion yuan.
The reporter noted that Shandong Xinchao Energy Corporation Limited(600777) This suspected illegal guarantee may stem from its guarantee for a trust loan of Huaxiang (Beijing) Investment Co., Ltd. in 2017. According to the progress of litigation disclosed by the company, Shandong Xinchao Energy Corporation Limited(600777) and Guangzhou Rural Commercial Bank signed the balance replenishment agreement on June 27, 2017, and both parties agreed that Shandong Xinchao Energy Corporation Limited(600777) would undertake the balance replenishment obligation of RMB 3.582 billion for the trust loan granted by Guangzhou rural commercial bank to Huaxiang (Beijing) investment Co., Ltd.
Later, because Huaxiang (Beijing) Investment Co., Ltd. failed to repay the installment principal of the loan as agreed, Guangzhou rural commercial bank announced the early maturity of the loan on November 3, 2020, and filed a lawsuit against a number of companies and natural persons including Shandong Xinchao Energy Corporation Limited(600777) for loan default until the first instance judgment of Guangzhou intermediate people's Court on February 7 this year.
Interestingly, Shandong Xinchao Energy Corporation Limited(600777) said that after consulting the company's files, there was neither the original or copy of the balance replenishment agreement mentioned in the case, nor the agreement and legal documents related to the provision of balance replenishment for the trust products of Guangzhou rural commercial bank.
"The company's seal records do not include the above balance replenishment agreement or other legal documents and letters related to the provision of balance replenishment for the trust products of Guangzhou rural commercial bank." Shandong Xinchao Energy Corporation Limited(600777) further stated that after inquiring the archived information of the general meeting of shareholders, the board of directors and the board of supervisors of the company, the general meeting of shareholders, the board of directors or the board of supervisors of the company had not considered the relevant proposal involving the provision of balance supplement for the trust loan mentioned in the case.
Faced with the situation that "the balance replenishment agreement" can not be found, Shandong Xinchao Energy Corporation Limited(600777) said that this judgment belongs to the judgment of first instance and has not yet taken effect. At present, the company is actively preparing for the appeal of second instance and will continue to actively take a number of measures to protect the interests of listed companies and all shareholders.
Shandong Xinchao Energy Corporation Limited(600777) the suspected illegal guarantee has attracted the attention of the regulatory authorities. The Shanghai Stock Exchange issued an inquiry letter to the company after disclosing the first instance judgment on the evening of Shandong Xinchao Energy Corporation Limited(600777) February 7, requiring the company to conduct a comprehensive self-examination and disclose the creditor's rights, debts, guarantees and estimated liabilities, explain whether the performance of relevant compensation liabilities will have a significant adverse impact on the company's production and operation, financial status and cash flow, and fully prompt relevant risks.
