Zoje Resources Investment Co.Ltd(002021) (002021), Dea General Aviation Holding Co.Ltd(002260) (002260) and Shandong Xinchao Energy Corporation Limited(600777) (600777), three originally unrelated companies, are now closely linked because of a lawsuit.
On February 11, 2022, Zoje Resources Investment Co.Ltd(002021) announced that on January 30, 2022, the company received the first instance civil judgment (2020) Yue 01 min Chu No. 2011 forwarded by the attorney to Guangzhou intermediate people’s Court (hereinafter referred to as Guangzhou intermediate people’s court). Due to dissatisfaction with the judgment made by Guangzhou intermediate people’s court, it is planned to appeal according to law.
Zoje Resources Investment Co.Ltd(002021) said that according to the preliminary calculation of the attorney, the company’s appeal cost is 7.9701 million yuan. In order to reduce the company’s appeal cost and reduce the company’s burden, the company plans to appeal together with Shandong Xinchao Energy Corporation Limited(600777) , Dea General Aviation Holding Co.Ltd(002260) and apply to the court to jointly bear the appeal cost. Whether to jointly appeal and the amount of appeal cost shall be subject to the final appeal scheme and the permission of the court.
Behind Zoje Resources Investment Co.Ltd(002021) and Dea General Aviation Holding Co.Ltd(002260) , Shandong Xinchao Energy Corporation Limited(600777) to jointly appeal, three listed companies were involved in a strange loan contract dispute, and the amount involved was as high as 2.5 billion.
In November 2020, Guangzhou intermediate people’s court accepted the case of Guangzhou rural commercial bank suing a number of companies and natural persons, including Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as Huaxiang investment), Zoje Resources Investment Co.Ltd(002021) , St deo and Shandong Xinchao Energy Corporation Limited(600777) , and held a public hearing on July 9 and September 3, 2021. The videos of these two court sessions can be viewed on China’s open court trial website.
According to the judgment in the civil judgment of the first instance of the above case, Huaxiang investment repaid the loan principal of 2.5 billion yuan and the interest, penalty interest and compound interest to the plaintiff Guangzhou Rural Commercial Bank Co., Ltd. within 15 days from the date of legal effect of the judgment. As of November 6, 2020, the interest, penalty interest and compound interest totaled 1.765 billion yuan. At the same time, the judgments Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) , Dea General Aviation Holding Co.Ltd(002260) were within the scope of 1.586 billion yuan respectively, and were liable for compensation for half of the above-mentioned debts of the defendant Huaxiang investment.
According to the third quarterly report of 2021, Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) , Dea General Aviation Holding Co.Ltd(002260) three companies have nearly 300000 shareholders in total. On the evening of February 7, Shandong Xinchao Energy Corporation Limited(600777) , Zoje Resources Investment Co.Ltd(002021) , Dea General Aviation Holding Co.Ltd(002260) three companies announced the above civil judgments at the same time, the stock bars of their respective companies were in an uproar, and many investors threw out arguments against the judgment of the first instance on the Internet.
Zoje Resources Investment Co.Ltd(002021) believes that according to Article 16 of the company law, the guarantee behavior is not a matter that the legal representative can decide alone, and the resolution of the company’s shareholders’ meeting, shareholders’ meeting, board of directors and other company organs must be the basis and source of authorization. Zoje Resources Investment Co.Ltd(002021) for a listed company, its external guarantee needs not only to be decided by the company’s resolution authority, but also to perform the external information disclosure procedures. In this case, Guangzhou rural commercial bank failed to provide the company resolution documents of any company and the other two companies to prove that the relevant guarantee matters have gone through the resolution procedures. Therefore, it can be determined that the difference replenishment agreement involved in the case was signed by the legal representative of the listed company beyond the legal authority. Guangzhou rural commercial bank failed to fulfill its review obligations, which does not constitute goodwill. In accordance with the relevant provisions, The corresponding balance replenishment agreement shall be null and void.
According to the public court trial video, the lawyer at Zoje Resources Investment Co.Ltd(002021) also proposed that Huaxiang company declared zero tax for three consecutive years, which is a shell company. The huge loan of up to 2.5 billion yuan issued by Guangzhou agricultural and commercial bank to Huaxiang company violates the commercial bank law and other national laws. Therefore, the loss of 2.5 billion yuan loan of Guangzhou agricultural and commercial bank should be borne by Guangzhou agricultural and commercial bank.
On the evening of February 11, Shandong Xinchao Energy Corporation Limited(600777) also pointed out in the reply to the inquiry letter that the company had reported the matters involved in the case to the Economic Crime Investigation Detachment of Yantai Public Security Bureau, Shandong Province, and received the case receipt issued by Yantai Economic Investigation on April 2, 2021. The company will continue to actively cooperate with Yantai Economic Investigation and investigate the criminal responsibility of relevant responsible personnel; If necessary in the future, the company will not rule out the possibility of further applying to a higher level people’s court for retrial or applying to the procuratorial organ for supervision and protest against the judgment result of the second instance.
Due to dissatisfaction with the judgment made by Guangzhou intermediate people’s court, Zoje Resources Investment Co.Ltd(002021) plans to jointly appeal with Dea General Aviation Holding Co.Ltd(002260) and Shandong Xinchao Energy Corporation Limited(600777) (600777). The result of the case will be subject to the second instance judgment of Guangdong high court. This newspaper will continue to track the latest progress of the case.
