Shandong Xinchao Energy Corporation Limited(600777) (600777. SH), which is deeply involved in the 2.5 billion illegal guarantee case, is now at the forefront of the storm. If the illegal guarantee problem cannot be solved in the next month, the company’s shares may be St.
On February 11, 2022, Shandong Xinchao Energy Corporation Limited(600777) issued a reply announcement again in response to the inquiry letter on matters related to the progress of Shandong Xinchao Energy Corporation Limited(600777) litigation issued by Shanghai Stock Exchange, insisting that the company did not find the original or copy of the balance replenishment agreement and the seal records of relevant legal documents and letters after inquiring about the archives and seal records; The guarantee matters related to the agreement were not submitted to the board of directors and the general meeting of shareholders for deliberation, and the guarantee matters related to the agreement were not disclosed.
It is worth mentioning that, according to the first instance judgment of the court, after judicial appraisal, the company seal stamped on the balance replenishment agreement is indeed the true seal of Shandong Xinchao Energy Corporation Limited(600777) . Therefore, in the inquiry letter, the Shanghai Stock Exchange questioned the company’s previous claim that the authenticity of the seal in the balance replenishment agreement was in doubt.
In response, Shandong Xinchao Energy Corporation Limited(600777) still insisted in its reply to the announcement that after self-examination, according to the company’s archives, seal use records, the archives of the three sessions and the written consultation conclusions of the current directors, supervisors and employees, the company has no other undisclosed external guarantees, related capital transactions, transaction arrangements, etc.
Interface news previously reported that on June 27, 2017, Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Guangzhou rural commercial bank”) signed the single fund trust contract for Guotong Huaxiang Beijing loan with Guotong, with a trust scale of RMB 2.5 billion and an expected period of 48 months. On June 28, 2017 and August 3, 2017, Guangzhou rural commercial bank provided a total of 2.5 billion yuan of loans to Huaxiang company through guoxintong trust, and was guaranteed by Shandong Xinchao Energy Corporation Limited(600777) and other entities.
According to the balance replenishment agreement signed between Shandong Xinchao Energy Corporation Limited(600777) and Guangzhou rural commercial bank, it is agreed that Shandong Xinchao Energy Corporation Limited(600777) will undertake the obligation of balance replenishment for the trust loan granted by Guangzhou rural commercial bank to Huaxiang company. 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 interface news reporter noted that the signature of the legal representative of the “balance replenishment agreement” in the evidential materials provided by Guangzhou rural commercial bank showed that “Huang Wanzhen” was manually signed. In the lawsuit, Guangdong Hengxin judicial expertise Office held that “the company seal and the signature of the legal representative (Huang Wanzhen) on the difference supplement agreement are true”, and the civil judgment (2020) Yue 01 min Chu No. 2011 made by Guangzhou intermediate people’s court found that the difference supplement agreement was signed by the legal representative of the company, Huang Wanzhen, without the deliberation and authorization of the company and beyond the legal authority.
In this regard Shandong Xinchao Energy Corporation Limited(600777) believes that, based on the above situation, the main responsible person of the balance replenishment agreement should be Huang Wanzhen, the former legal representative of the company. The implication is that even if the company seal stamped on the balance replenishment agreement is true, the balance replenishment agreement has not been deliberated by the board of directors and the general meeting of shareholders of the listed company or information disclosure procedures. Therefore, the agreement is invalid, and the company should not bear any responsibility. It is also the victim of the illegal guarantee case.
It should be noted that according to the information of the second extraordinary general meeting of shareholders in 2017 disclosed by Shandong Xinchao Energy Corporation Limited(600777) on April 6, 2017, Huang Wanzhen was also the deputy general manager of Shenzhen jinzhichangshun Investment Development Co., Ltd. (hereinafter referred to as “jinzhichangshun”). Jin zhichangshun and Shandong Xinchao Energy Corporation Limited(600777) Shenzhen jinzhichangsheng Investment Co., Ltd., the controlling shareholder at that time, were the same actors, and both were enterprises controlled by Liu Zhichen, the former actual controller of the company. In this case, Jin zhichangshun and his shareholder Shenzhen Jinchang Asset Management Co., Ltd., as the guarantor of the debtor Huaxiang (Beijing) Investment Co., Ltd., were ordered by the first instance to bear the corresponding guarantee liability.
In this case, besides Shandong Xinchao Energy Corporation Limited(600777) , Huaxiang (Beijing) Investment Co., Ltd., Beijing Wutong Xiangyu Investment Co., Ltd., Beijing Zheng He Xing Ye Cci Capital Ltd, Li Liyun, Cai Hongjun, Zhang Long, Huo Jiamei, Yan Li, Zhu Xiaohong and many other companies and many self interested persons were also held responsible for the trial order or ordered to share their shares as pledge objects.
According to the above-mentioned civil judgment made by Guangzhou intermediate people’s court, its judgments Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) (002021. SZ), Dea General Aviation Holding Co.Ltd(002260) (002260. SZ) are liable for compensation for half of the debts that the defendant Huaxiang (Beijing) Investment Co., Ltd. cannot pay off within the range of 1.586 billion yuan respectively.
Shandong Xinchao Energy Corporation Limited(600777) stressed that, as mentioned in the verification disclosed in the announcement, the current directors, supervisors and senior managers of the company were unaware of the difference replenishment agreement involved before the case occurred, let alone participated in it. In response to the negative impact of the judgment on the company’s profits and losses, Shandong Xinchao Energy Corporation Limited(600777) responded that there were errors in the facts and applicable laws in the first instance judgment of the case, and the company will appeal to the higher people’s Court of Guangdong Province within the statutory time limit in accordance with relevant regulations.
In response to the inquiry of the Shanghai Stock Exchange on “how to avoid the recurrence of such matters,” Shandong Xinchao Energy Corporation Limited(600777) said that the company revised the seal management system and strengthened the use management of the company’s seal. On September 26, 2018, the company issued the Shandong Xinchao Energy Corporation Limited(600777) seal and certificate management measures, re engraved the company’s seal and standardized the seal management behavior. In the Shandong Xinchao Energy Corporation Limited(600777) seal and certificate management measures, clear provisions are made on the seal and certificate management department, seal and certificate keeper and the use of certificates. The main contents include: the relevant seal and certificate can only be used after being reviewed by the department head and approved by the general manager of the company. Employees are strictly prohibited from taking the seal out of the company without permission. If it is really necessary to take the seal out for use due to work needs, the seal user shall complete the corresponding approval process, obtain the consent of the department head and the approval of the main person in charge of the company, and be accompanied by the seal keeper.
According to public information, Shandong Xinchao Energy Corporation Limited(600777) is mainly engaged in the exploration, exploitation and sales of oil and natural gas. The company’s main products are crude oil and natural gas. The company’s core assets Howard and Borden oil fields are located in the core area of the Permian Basin, the core shale oil producing area of the United States. Permian Basin is one of the most important oil and gas producing areas in the United States. It is the most productive and fastest growing shale oil and gas basin in the United States.
From the perspective of business performance, Shandong Xinchao Energy Corporation Limited(600777) is not seriously affected by this case. Thanks to the significant year-on-year increase in oil and natural gas prices in 2021 and the year-on-year increase in natural gas production, on the evening of January 26, Shandong Xinchao Energy Corporation Limited(600777) issued a pre profit announcement. It is expected that the net profit attributable to shareholders of Listed Companies in 2021 will turn loss into profit compared with the same period of last year (legally disclosed data), and the net profit attributable to shareholders of listed companies will be 850 million yuan.
Shandong Xinchao Energy Corporation Limited(600777) said that because the company’s main business is the exploration, exploitation and sales of oil and natural gas, its main assets and business activities are in the United States, which is operated and managed by the company’s independent corporate company in the United States. The company is a holding and management enterprise, the parent company is the decision-making subject, the U.S. subsidiary is the operation subject, and the subject of this compensation liability is the company itself. Therefore, relevant matters are not expected to have a serious impact on the development of the company’s main business.
However, if Shandong Xinchao Energy Corporation Limited(600777) bears the relevant liability according to the above maximum compensation amount of 1.586 billion yuan in the first instance, it will put great pressure on the company’s cash flow. You know, the debt principal expenditure alone accounts for about 12.83% of the company’s latest audited net assets.
As it is still in the appeal stage, there is no clear time point for the opening and sentencing of the second instance. According to the stock listing rules of Shanghai Stock Exchange, if the problem of illegal guarantee cannot be solved in the next month, Shandong Xinchao Energy Corporation Limited(600777) will not escape the fate of being St.
