Securities abbreviation: Zjbc Information Technology Co.Ltd(000889) securities code: 000889 Announcement No.: 2022-06 Zjbc Information Technology Co.Ltd(000889)
Announcement on progress of major arbitration matters
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.
Special tips:
1. The arbitration stage of the case: the arbitration application has been accepted and is waiting for the hearing.
2. The party status of the listed company: respondent and counterclaim applicant.
3. The amount involved in the arbitration request of the other party to the dispute: 970540584.05 yuan (excluding arbitration fee); The amount involved in the company’s counterclaim for Arbitration: 1275559618.74 yuan (excluding arbitration fee). 4. Whether it has a negative impact on the profits and losses of listed companies: because the arbitration has not been heard, it is impossible to predict the relevant profit and loss impact data at present.
Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as “the company”, “the company” or ” Zjbc Information Technology Co.Ltd(000889) “) has recently received the notice on accepting the counterclaim of (2021) Jingzhong case Zi No. 2639 arbitration case and the notice on adding the defense of arbitration claim of (2021) Jingzhong case Zi No. 2639 arbitration case issued by Beijing Arbitration Commission (hereinafter referred to as “Beizhong”). The relevant information is hereby announced as follows:
1、 Basic information on the acceptance of this major arbitration
The applicant Liu Yingkui and jiayuchunhua venture capital partnership (limited partnership) in Ningbo Free Trade Zone (hereinafter referred to as “jiayuchunhua”) Ningbo Free Trade Zone Jiahui Qiushi venture capital partnership (limited partnership) (hereinafter referred to as “Jiahui Qiushi”) submitted an application for arbitration to Beizhong for the dispute arising from the agreement on issuing shares and paying cash to purchase assets (hereinafter referred to as “asset purchase agreement”) signed with the company on March 27, 2018. The company on July 1, 2021, After receiving the notice of reply to the arbitration case (2021) jzz No. 2639 issued by Beizhong, Beizhong accepted it on June 1, 2021 in accordance with the arbitration clause under the above agreement. For details, the company posted on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on July 3, 2021, August 3, 2021, August 18, 2021, October 30, 2021 and November 24, 2021 respectively Announcement on major arbitration (Announcement No.: 2021-52) and announcement on the progress of major arbitration matters (Announcement No.: 2021-60, 2021-64, 2021-91 and 2021-104). At present, the arbitration has not been formally heard.
2、 Progress of arbitration matters, etc
(I) the company’s counterclaim for arbitration
On January 12, 2022, the company submitted the counterclaim application for arbitration and other documents with Liu Yingkui, Jiayu Chunhua and Jiahui Qiushi as the respondent to the North arbitration tribunal. Recently, the company received the notice on the acceptance of counterclaim in (2021) Jingzhong case Zi No. 2639 arbitration case issued by Beizhong. According to the arbitration clause in the asset purchase agreement and relevant legal provisions, Beizhong decided to accept it on January 24, 2022.
The details are as follows:
Counterclaim applicant: Zjbc Information Technology Co.Ltd(000889)
Respondent: Liu Yingkui
Counterclaim respondent 2: Ningbo Free Trade Zone Jiayu Chunhua venture capital partnership (limited partnership)
Counterclaim respondent 3: Ningbo Free Trade Zone Jiahui Qiushi venture capital partnership (limited partnership)
The above three respondent of counterclaim are collectively referred to as “respondent of counterclaim”.
Arbitration counterclaim:
1. Rescind the agreement on issuing shares and paying cash to purchase assets, the supplementary agreement on issuing shares and paying cash to purchase assets, the performance compensation agreement on Beijing Zhongtian Jiahua Information Technology Co., Ltd. and the debt settlement agreement signed between Zjbc Information Technology Co.Ltd(000889) and the counterclaim respondent (the above four agreements are collectively referred to as the “case involved agreement”);
2. Counter request the respondent Liu Yingkui to return the paid equity acquisition consideration of 814000000.00 yuan and interest of 253881.56 yuan to Zjbc Information Technology Co.Ltd(000889) ; Counter request the respondent Jiayu Chunhua to return the paid equity acquisition consideration of 328269928.32 yuan and interest of 4888163.80 yuan to Zjbc Information Technology Co.Ltd(000889) ; Counter request the respondent Jiahui Qiushi to return the paid equity acquisition consideration of 93791408.09 yuan and interest of 1396618.23 yuan to Zjbc Information Technology Co.Ltd(000889) .
3. Liu Yingkui, Jiayu Chunhua and Jiahui Qiushi, the respondent of the counterclaim, pay 32359618.74 yuan for the loss caused by the cancellation of the agreement involved in the case;
4. Counterclaim respondent Liu Yingkui, Jiayu Chunhua and Jiahui Qiushi pay the counterclaim applicant 600000 yuan of lawyer’s fees for this case;
5. Counterclaim: Liu Yingkui, Jiayu Chunhua and Jiahui Qiushi, the respondent, shall bear all the arbitration costs of this case.
Facts and reasons of counterclaim:
According to the application for arbitration counterclaim, the main facts and reasons of the counterclaim are as follows: “on March 27, 2018, the company signed the asset purchase agreement and the performance compensation agreement with the counterclaim respondent, and signed the supplementary agreement to the asset purchase agreement (hereinafter referred to as the” supplementary agreement “) on July 15 of the same year, It is agreed that the company will purchase 100% of the total equity of Beijing Zhongtian Jiahua Information Technology Co., Ltd. (hereinafter referred to as “Jiahua information”) held by the respondent of the counterclaim by issuing shares and paying cash consideration, with a transaction price of RMB 1480 million. On August 5, 2020, both parties signed the debt settlement agreement to renegotiate the performance period of the transaction consideration. In this transaction, the company has paid more than 83% of the consideration of this transaction to the counterclaim respondent.
The counter request respondent’s main obligation in this transaction is to fully deliver the equity of Jiahua information to the respondent, so as to ensure that the company can realize the shareholder rights of Jiahua information and realize the continuous operation and profitability of Jiahua information. Although the industrial and commercial registration of the shareholder of Jiahua information is changed as the company, due to the respondent of the counterclaim, the company cannot realize the shareholder rights of Jiahua information and effectively manage Jiahua information. The purpose of this transaction cannot be realized, and the company has the right to terminate the relevant documents of this major asset restructuring transaction according to law.
According to Article 566 of the civil code, if the contract has been performed after the termination of the contract, according to the performance and the nature of the contract, the parties may request restitution or take other remedial measures, and have the right to claim compensation for losses.
Therefore: all the consideration and interest obtained by the respondent of the counterclaim shall be returned to the company and compensate the company for the losses suffered by the company due to the termination of the transaction contract. According to Article 20.4 of the asset purchase agreement, the losing party shall bear the expenses and reasonable expenses incurred by other parties in Arbitration (including but not limited to lawyer’s fees, but the upper limit of lawyer’s fees shall not exceed the arbitration expenses). The lawyer’s fees and arbitration fees in this case are reasonable expenses incurred by the counterclaim applicant to safeguard the legitimate rights and interests, and shall be borne by the counterclaim respondent. “
(II) increase and change of arbitration claims by the other party to the dispute
On January 21, 2022, the arbitration applicant submitted an application for increasing the arbitration claim to the North arbitration tribunal. Recently, the company received the notice on adding defense of arbitration request in (2021) Jingzhong case Zi No. 2639 arbitration case issued by Beizhong arbitration court, which decided to accept it on January 27, 2022 in accordance with the arbitration terms of the above agreement and relevant legal provisions. The details are as follows:
Applicant 1: Liu Yingkui
Applicant 2: Ningbo Free Trade Zone Jiayu Chunhua venture capital partnership (limited partnership)
Applicant 3: Ningbo Free Trade Zone Jiahui Qiushi venture capital partnership (limited partnership)
The above applicants 1, 2 and 3 are collectively referred to as “applicants”.
Respondent: Zjbc Information Technology Co.Ltd(000889)
After the addition and change of the other party to the dispute, the arbitration request is:
1. The ruling confirms that the asset purchase agreement, the supplementary agreement to the asset purchase agreement, the performance compensation agreement and the debt settlement agreement signed by the applicant and the respondent have been terminated;
2. Ruling that the respondent shall return 55% equity of Jiahua information to applicant 1, 35% equity of Jiahua information to applicant 2 and 10% equity of Jiahua information to applicant 3;
3. The specific payment to the respondent due to its breach of contract includes:
(1) Ruling that the respondent shall pay liquidated damages of RMB 40700000 to applicant 1, RMB 25900000 to applicant 2 and RMB 7400000 to applicant 3;
(2) The court ruled that the respondent paid 17669342.28 yuan of the paid taxes to the first applicant, 66330027.29 yuan of the paid taxes to the second applicant and 18128329.88 yuan of the paid taxes to the third applicant. The above tax losses totaled 102127699.45 yuan.
(3) Ruling that the respondent shall pay the loss of equity value of Jiahua information to application 1 of RMB 436208410, the loss of equity value of Jiahua information to application 2 of RMB 277587170, and the loss of equity value of Jiahua information to application 3 of RMB 79310620. The total loss of equity value of the above Jiahua information is RMB 793106200.
4. Ruling that the respondent shall pay the lawyer’s fee of 1113000 yuan, property preservation fee of 5000 yuan and property preservation insurance premium of 188684.60 yuan (the total amount mentioned above is 1306684.60 yuan).
5. Award the respondent to bear all the arbitration costs of the case.
Facts and reasons for the addition and change of arbitration request by the other party to the dispute:
According to the application for adding and changing arbitration claims, The main facts and reasons for the other party to the dispute to increase and change the arbitration request are: “the applicant believes that the respondent’s disruption of the production and operation of Jiahua information has resulted in a devaluation of at least 793.1062 million yuan in the equity value of Jiahua information, and the respondent should compensate for this part of the loss; according to Article 20.4 of the asset purchase agreement and the arbitration rules Article 52 stipulates that the arbitration fee, lawyer’s fee, litigation fee and other expenses arising from the preservation in the arbitration shall be borne by the respondent. As the respondent submitted an application for arbitration counterclaim in January 2022, the applicant incurred an additional lawyer’s fee of 371000 yuan in this case. ” (III) stage of this arbitration
The Beizhong arbitration tribunal decided to hold a hearing on February 19, 2022. The company has hired a team of professional lawyers to actively deal with the arbitration, so as to eliminate the impact of the arbitration on the company and fully safeguard the interests of the listed company and all shareholders.
3、 Description of other matters
According to the relevant provisions of the asset purchase agreement, the performance compensation agreement and the special audit report of Jiahua information, the applicant, as the performance commitment party, failed to complete the performance commitment target of Jiahua information in 2020, triggered the performance compensation clause, and shall be liable for performance compensation to the company; According to the performance compensation agreement and the asset appraisal report Zhongli pingbao Zi (2021) No. 028 issued by Zhongli asset appraisal (Beijing) Co., Ltd., the applicant shall compensate the company for the impairment of Jiahua information assets. On December 21, 2021, the company disclosed that the information of Jiahua, a wholly-owned subsidiary, was out of control
And announcement that it is no longer included in the scope of consolidated statements. For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on October 30, 2021 and December 21, 2021 The announcement on the achievement of performance commitments and performance compensation scheme of Jiahua information, the subject of major asset restructuring (Announcement No.: 2021-89), the announcement on Jiahua information, a wholly-owned subsidiary, no longer included in the scope of consolidated statements (Announcement No.: 2021-113) Announcement on compensation scheme for impairment of assets subject to major asset restructuring (Announcement No.: 2021-114). On January 21, 2022, the company mentioned in the letter of concern to Shenzhen stock exchange that due to the arbitration dispute between the restructuring counterparty and the company, the restructuring counterparty used the status of the founding shareholder of Jiahua information to deliberately confuse the public, interfere with the normal operation of Jiahua information, and instigate the management team of Jiahua information against the management of the company, Ignoring the company as a shareholder holding 100% equity of Jiahua information and wantonly obstructing the company from exercising shareholder rights has unshirkable responsibility for the company’s loss of control over Jiahua information. The company strongly condemns this. The company will no longer include Jiahua information in the scope of consolidated statements, but the company is still a shareholder holding 100% equity of Jiahua information. The company will continue to actively perform the responsibilities of shareholders, make every effort to maintain the stable development of Jiahua information, and reserve the right to investigate the responsibilities of relevant responsible personnel.
In the process of this arbitration dispute, the other party to the dispute submitted an application for property preservation, applying for freezing 100% of the equity of the wholly-owned subsidiaries chuangshiman Road, Jiahua information and Changshi communication held by the company, as well as 70% of the equity of Bochuang Yuntian, the company’s holding subsidiary. The Beijing arbitration commission entrusted the first intermediate people’s Court of Beijing Municipality (hereinafter referred to as “the first intermediate people’s court”) to carry out preservation. The company believes that the amount of property frozen by the court has seriously exceeded the amount of the subject matter of the arbitration in this case, which belongs to the seizure exceeding the standard, and raises an objection to the implementation according to law. The first intermediate people’s court delayed filing the case after receiving the materials, and the company filed the case on the same day after complaining through the 12368 platform. In November 2021, the other party to the dispute changed the arbitration request again and asked for confirmation of the reorganization related agreement
