Securities code: 600643 securities abbreviation: Shanghai Aj Group Co.Ltd(600643) Announcement No.: pro 2022-006 Shanghai Aj Group Co.Ltd(600643)
With regard to the announcement of Shanghai Aijian commercial factoring Co., Ltd. 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:
The litigation (Arbitration) stage of the case: case 1, case 2 and case 3 have been filed and have not yet been heard
Party status of the listed company: Shanghai Aj Group Co.Ltd(600643) (hereinafter referred to as "the company" or "the company"), a wholly-owned subsidiary of Shanghai Aijian commercial factoring Co., Ltd. (hereinafter referred to as "Aijian factoring") is the plaintiff
Amount involved: the amount involved in case 1 is the principal of RMB 40 million and the corresponding interest; The amount involved in case 2 is the principal of RMB 39.2655 million and the corresponding interest; The amount involved in case 3 is the principal of RMB 40 million and the corresponding interest
Whether it will have a negative impact on the profits and losses of the listed company: Aijian factoring has adopted the method of combined provision for impairment on December 31, 2021 in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, respectively withdrawing 2% provision for impairment of the principal involved in case 1 of RMB 40 million and 25% provision for impairment of the principal involved in case 2 of RMB 39.2655 million, The 2% provision for impairment of the principal involved in case 3 is 40 million yuan. The above provision has a corresponding impact on the company's net profit in 2021, and the final impact is subject to the results confirmed by the annual audit. At the same time, given that the above three cases have not yet been heard, there is uncertainty, and the relevant guarantors may be unable to perform or fully perform their guarantee obligations. Therefore, there is the possibility of withdrawing asset impairment according to relevant regulations in the follow-up of the above accounts receivable, and the impact on the company's future profits is uncertain. 1、 Basic information of this lawsuit
On February 15, 2022, the company received the report of Aijian factoring, a wholly-owned subsidiary of the company. Due to the factoring contract dispute (hereinafter referred to as "case 1") with Fujian Honghui Real Estate Development Co., Ltd. (hereinafter referred to as "Honghui real estate"), Aijian factoring filed a lawsuit and property preservation with the people's Court of Pudong New Area, Shanghai in the early stage, The buyer and the seller under the factoring contract are required to perform the obligation to pay accounts receivable and other repayment obligations respectively, and the other two defendants are required to perform the corresponding joint and several repayment liability and joint and several guarantee liability obligations respectively. Aijian factoring recently received the relevant acceptance documents issued by the people's Court of Shanghai Pudong New Area, and the people's Court of Shanghai Pudong New Area decided to file a case for prosecution.
Due to the factoring contract dispute (hereinafter referred to as "case 2") with Chengdu Jintang Languang Hejun Real Estate Co., Ltd. (hereinafter referred to as "Chengdu Jintang Languang"), Aijian factoring applied to the people's Court of Pudong New Area of Shanghai for pre litigation property preservation in the early stage, and required the buyer and seller under the factoring contract to perform the obligations of paying accounts receivable and anti transfer of accounts receivable respectively, The remaining three defendants respectively perform the corresponding joint and several liability and the guarantee obligation of maximum joint and several liability. The people's Court of Shanghai Pudong New Area has issued a civil ruling ((2021) Hu 0115 Cai Bao No. 306), ruling to freeze the bank deposits of 41845799.01 yuan of the five respondents or to seal up, freeze and detain their property of corresponding value. Aijian factoring recently received the relevant acceptance documents issued by the people's Court of Shanghai Pudong New Area, and the people's Court of Shanghai Pudong New Area decided to file a case for prosecution.
Due to the factoring contract dispute with Huizhou Tangpu Industry Co., Ltd. (hereinafter referred to as "Tangpu industry") (hereinafter referred to as "case III"), Aijian factoring filed a lawsuit and property preservation with the people's Court of Pudong New Area of Shanghai in the early stage, requiring the buyer and the seller to perform the obligations of paying accounts receivable and other repayment obligations respectively under the factoring contract, The guarantor shall perform the guarantee obligation of joint and several liability. The people's Court of Shanghai Pudong New Area has issued a civil ruling (2021) Hu 0115 Caibao No. 436, ruling to freeze the bank deposits of 42271534.72 yuan of the respondent Huizhou Tangpu Industrial Co., Ltd., Jiangxi Xinyu Construction Engineering Co., Ltd. and Xinli Real Estate Group Co., Ltd., or to seal up, freeze and detain their property of corresponding value. Aijian factoring recently received the relevant acceptance documents issued by the people's Court of Shanghai Pudong New Area, and the people's Court of Shanghai Pudong New Area decided to file a case for prosecution.
1. Object of case 1:
Plaintiff: Shanghai Aijian commercial factoring Co., Ltd
Defendant 1: Fujian Honghui Real Estate Development Co., Ltd
Defendant 2: Mingzhu Construction Engineering Group Co., Ltd. (hereinafter referred to as "Mingzhu Construction Engineering")
Defendant 3: Yango Group Co.Ltd(000671) (hereinafter referred to as " Yango Group Co.Ltd(000671) shares")
Defendant 4: Fujian Sunshine Group Co., Ltd. (hereinafter referred to as "Fujian sunshine")
2. Case II involved:
Plaintiff: Shanghai Aijian commercial factoring Co., Ltd
Defendant: Chengdu Guanghe Real Estate Co., Ltd
Defendant 2: Anhui angumei Architectural Decoration Engineering Co., Ltd. (hereinafter referred to as "angumei")
Defendant 3: Sichuan Languang Development Co.Ltd(600466) (hereinafter referred to as "Sichuan Blu ray")
Defendant 4: Luo Zheng
Defendant 5: Wang Jin
Defendant 6: Anhui Water Resources Development Co., Ltd. (hereinafter referred to as "Anhui water resources development")
3. Object involved in case 3
Plaintiff: Shanghai Aijian commercial factoring Co., Ltd
Defendant 1: Huizhou Tangpu Industrial Co., Ltd
Defendant 2: Jiangxi Xinyu Construction Engineering Co., Ltd. (hereinafter referred to as "Xinyu construction")
Defendant 3: Xinli Real Estate Group Co., Ltd. (hereinafter referred to as "Xinli real estate")
2、 Facts, claims and reasons of this lawsuit
(I) case 1
1. Facts and reasons of the case
Aijian factoring signed the China factoring contract (hereinafter referred to as the "factoring contract") with the defendant Fujian Honghui Real Estate Development Co., Ltd. (the buyer) on January 19, 2021, and the defendant two Construction Engineering Group Co., Ltd. (the seller) issued the participation agreement to confirm that they, as parties to the factoring contract, enjoy and undertake all rights and obligations in the factoring contract. The factoring contract stipulates that Aijian factoring provides open factoring to Mingzhu construction engineering, that is, Mingzhu construction engineering transfers the accounts receivable enjoyed by Honghui real estate to Aijian factoring.
On the same day, the plaintiff Aijian factoring signed the maximum guarantee contract with the defendant No. 4 Fujian Sunshine Group Co., Ltd. Fujian sunshine was willing to assume joint and several guarantee liability for all the creditor's rights of Aijian factoring to Mingzhu construction engineering and all the creditor's rights of Honghui real estate in the factoring contract, and issued a resolution of the shareholders' meeting on the guarantee.
On the same day, the defendant 3 Yango Group Co.Ltd(000671) issued the letter of commitment for difference payment to the plaintiff Aijian factoring, indicating that it was willing to be a joint debtor and bear joint and several liability for the difference of creditor's rights not fully paid by the factoring Contractor under the factoring contract.
On January 26, 2021, the plaintiff Aijian factoring and the defendant's two construction workers issued the notice of transfer of accounts receivable to the defendant Honghui real estate, informing Honghui real estate that, according to the factoring contract, the famous construction workers had transferred the accounts receivable of 40 million yuan under the construction project construction contract signed with Honghui real estate to Aijian factoring, The due date of accounts receivable is January 27, 2022.
Honghui real estate issued a receipt to confirm and agree to pay.
On February 7, 2021, the plaintiff Aijian factoring issued the notice of interest payable to the two construction workers of the defendant, informing them of the period and amount of interest on the advance payment, and the construction workers issued a confirmation receipt and agreed to pay.
At present, according to the publicity information of China judicial document network and tianyancha, the defendant Honghui real estate and Mingzhu construction engineering are involved in major litigation, and the defendant Mingzhu construction engineering failed to pay the interest of factoring advance payment in full and on time, which has violated the relevant provisions of factoring contract. Aijian factoring has sent the notice of anti transfer of accounts receivable to the defendant construction engineering to require it to pay the repurchase money, but the defendant failed to fulfill the corresponding payment obligation, so Aijian factoring filed a lawsuit.
2. Claim
Due to the above facts, Aijian factoring filed a lawsuit with the people's Court of Pudong New Area, Shanghai, The claims are as follows: (1) order the defendant Fujian Honghui Real Estate Development Co., Ltd. to pay the plaintiff Shanghai Aijian commercial factoring Co., Ltd. the accounts receivable of 40000000 yuan and the overdue fine from the overdue date to the actual repayment date (based on the unpaid accounts receivable of 40000000 yuan, calculated at 0.05% per day);
(2) Order the defendant Construction Engineering Group Co., Ltd. to pay the plaintiff Shanghai Aijian commercial factoring Co., Ltd. the factoring advance payment interest of 825000 yuan and the overdue fine from the next day of the interest payment date of each period of factoring advance payment to the actual repayment date (based on the interest of each period of unpaid factoring advance payment, calculated at 0.05% per day);
(3) Order the defendants Fujian Honghui Real Estate Development Co., Ltd. and Mingzhu Construction Engineering Group Co., Ltd. to compensate the plaintiff Shanghai Aijian commercial factoring Co., Ltd. for the loss of lawyer fees of 285000 yuan;
(4) Order the defendant Yango Group Co.Ltd(000671) and Fujian Sunshine Group Co., Ltd. to bear joint and several liabilities for the payment obligations of the defendants Fujian Honghui Real Estate Development Co., Ltd. and Mingzhu Construction Engineering Group Co., Ltd. in Items 1 to 3 above;
(5) Order the defendant Construction Engineering Group Co., Ltd. to pay the plaintiff Shanghai Aijian commercial factoring Co., Ltd. the repurchase amount, i.e. RMB 40000000 and the overdue fine from the overdue date to the actual repayment date (based on the unpaid accounts receivable of RMB 40000000, calculated at 0.05% per day);
(6) It is ordered that if either of the defendants Fujian Honghui Real Estate Development Co., Ltd. and Mingzhu Construction Engineering Group Co., Ltd. performs the corresponding payment obligations in Items 1 and 5 of the above litigation claims, the payment obligations of the other party to the plaintiff Shanghai Aijian commercial factoring Co., Ltd. shall be exempted within the scope of the performed payment obligations;
(7) It is ordered that all the defendants shall bear the case acceptance fee, property preservation application fee and other litigation expenses as well as the loss of litigation preservation insurance premium.
(II) case II
1. Facts and reasons of the case
Aijian factoring signed the China factoring contract (open, recourse, M + 1) (hereinafter referred to as the "factoring contract") with the defendant Chengdu Jintang Blu ray on December 23, 2020, which agreed that the amount of accounts receivable financing approved by Aijian factoring for Chengdu Jintang Blu ray is RMB 40 million, and the validity of the amount is until November 25, 2021. The factoring contract defines the seller as the defendant Er'an Gumei. On the same day, the defendant of the seller, an Gumei, signed the participation agreement with Aijian factoring, promising that it would meet the standards of the approved seller agreed in the factoring contract, voluntarily accept all terms and conditions, and enjoy and assume the rights and obligations of the approved seller under the factoring contract.
In order to guarantee the financing of the above accounts receivable, Aijian factoring signed the following legal documents with the relevant commitment and guarantor:
(1) On the same day, Sichuan Blu ray signed the commitment letter of difference payment with the promisor, which promised that Chengdu Jintang Blu Ray would be jointly and severally liable for the difference of creditor's rights that had not been fully paid off to Aijian factoring under the factoring contract. (2) On the same day, he signed the maximum guarantee contract (guarantee for the buyer) with the guarantors Luo Zheng and Wang Jin and promised to provide the maximum joint and several liability guarantee for Chengdu Jintang Blu ray.
After the factoring contract and the participation agreement were signed and came into force, on December 23, 2020, the defendant Er'an Gumei submitted the application for transfer of accounts receivable (hereinafter referred to as "transfer application I") to the plaintiff, transferring the creditor's rights and related rights of accounts receivable totaling 34.76 million yuan under the two basic transaction contracts signed with the defendant Chengdu Jintang Blu ray to the plaintiff. On February 1, 2021, the defendant an Gumei submitted the application for transfer of accounts receivable (hereinafter referred to as "transfer application II") to the plaintiff, transferring the creditor's rights and related rights of accounts receivable totaling RMB 4505463.96 under seven basic transaction contracts signed with the defendant Chengdu Jintang Blu ray to the plaintiff.
On March 29, 2021, the seller an Gumei pledged all the accounts receivable enjoyed by the seller an Gumei to Aijian insurance under the construction project construction professional subcontract to guarantee all its debts under the factoring contract.
Because Chengdu Jintang Blu ray has a breach of contract that constitutes "major breach of contract between the buyer and other financial institutions" as agreed in the factoring contract, and also constitutes the situation that the buyer may lose the ability to perform its debts as agreed in the factoring contract, Aijian factoring is based on the agreement to protect its own rights and interests to the greatest extent, Announce that the undue accounts receivable are due in advance and transfer the accounts receivable to the seller an Gu Mei counter, requiring Chengdu Jintang Blu ray to pay off all approved accounts receivable in advance.
2. Claim
Due to the above facts, Aijian factoring filed a lawsuit with the people's Court of Pudong New Area, Shanghai. The claims are as follows: (1) ordered the defendant to pay the accounts receivable of RMB 39265463.96 to the plaintiff;
(2) Order the defendant to pay the plaintiff the overdue fine incurred from August 14, 2021 to the date of actual settlement due to the unpaid accounts receivable (taking the unpaid accounts receivable of RMB 39265463.96 as the base, calculated according to the standard of 0.05 per ten thousandth of each overdue day, temporarily calculated as RMB 2120335.05 until November 29, 2021);
(3) The defendant 2 was ordered to pay RMB 39265463.96 in the reversal transfer and the overdue fine from September 1, 2021 to the date of actual repayment (based on the outstanding reversal transfer of RMB 39265463.96 and calculated according to the standard of 0.05% of each overdue day, it is temporarily calculated as RMB 1766945.88 until November 29, 2021) To pay the plaintiff the unpaid part of the defendant I to the plaintiff;
(4) Order the defendant I and the defendant II to pay the plaintiff 400000 yuan of lawyer's fees and 60000 yuan of property preservation fees for the realization of the creditor's rights;
(5) Order the defendant 3 to be jointly and severally liable for the difference between the above debts in Items 1, 2 and 4 that the defendant 1 has not paid off to the plaintiff;
(6) Order defendant four and defendant five
