Securities code: 002102 securities abbreviation: St Guanfu Announcement No.: 2022-006 Guanfu Holdings Co.Ltd(002102)
Measures and measures taken to try to revoke other risk warnings
Announcement on work progress
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.
As the former controlling shareholder of Guanfu Holdings Co.Ltd(002102) (hereinafter referred to as "the company" and "Guanfu") issued commercial acceptance bills, external guarantees, external loans and other violations in the name of the company and its holding subsidiary Shanghai Wutian Industrial Co., Ltd. (hereinafter referred to as "Shanghai Wutian"), as of October 14, 2018, the former controlling shareholder of the company had failed to raise funds that could effectively solve the debt, The aforementioned violations have not been properly resolved. According to the provisions of articles 13.3.1 and 13.3.2 of the stock listing rules (revised in 2018) of Shenzhen Stock Exchange, the company's shares have been subject to other risk warnings since the opening of the market on October 16, 2018. The abbreviation of the company's shares has been changed from "Guanfu shares" to "St Guanfu", the company's securities code is still "002102", and the rise and fall of the company's shares on the trading day is limited to 5%.
With regard to the measures taken to try to revoke other risk warnings and the progress of relevant work, the company has made a report on November 16, 2018, December 15, 2019, January 16, February 16, March 19, April 16, May 16, June 15, July 16, August 16, September 17, October 16, November 16, December 17, January 16, 2020 February 18, March 17, April 16, May 16, June 16, July 16, August 18, September 16, October 16, November 17, December 16, January 16, February 19, March 16, April 16, May 18, June 16, July 16, August 17, September 16, October 16, November 16 December 16 On January 18, 2022, the announcement on the measures taken to withdraw other risk warnings and the progress of relevant work was issued on the designated information disclosure media (Announcement No.: 2018-186, 2018-225, 2019-019, 2019-052, 2019-075, 2019-095, 2019-133, 2019-157, 2019-178, 2019-206, 2019-235, 2019-248, 2019-265, 2019-290, 2020-007, 2020-025, 2020-035, 2020-043, 2020-067, 2020-079, 2020-087, 2020-099, 2020-113, 2020-117, 2020-129, 2020-134, 2021-015, 2021-021, 2021-029, 2021-039, 2) 021-066、2021-074、2021-083、2021-096、2021-111、2021-115、2021-124、2021-126、2022-001）。
As of the date of this announcement, the company is still actively taking actions to eliminate the impact as soon as possible. The specific circumstances are as follows: I. measures taken to eliminate other risk warnings and relevant work progress
(I) after the violation of the original controlling shareholder of the company, the company timely established a "special working group", and then elected Mr. Chen liequan as the chairman of the sixth board of directors and Mr. Deng Haixiong as the vice chairman of the sixth board of directors, so as to promote the handling of various affairs in a timely and efficient manner. The details are as follows:
1. The lawyer team of the company actively and orderly respond to disputes and litigation and other related matters caused by the violation of the original controlling shareholder of the company.
2. The company's internal control mechanism has been further improved to strengthen the company's daily management and ensure the normal development of the company's production and operation.
3. Report the current operation and situation of the company to the local government of the company and its holding subsidiaries and seek support.
4. Shaanxi Ankang Shenqian Mining Co., Ltd. (hereinafter referred to as "Shenqian mining"), a wholly-owned subsidiary, carried out field drilling. At present, the on-site exploration of the mining area has been completed, and the resource reserve report of Shenqian mining right has not been issued. The resource reserves are finally subject to the reserves reviewed and filed by the land and resources department. The company will continue to pay attention to the progress and timely fulfill the corresponding information disclosure obligations in accordance with laws and regulations. In view of the fact that Xiamen Wanqi Technology Co., Ltd., the trusteeship operator of Shenqian mining, withdrew its production, operation and management trusteeship team in 2015, resulting in the suspension of production for more than five years, and the trusteeship operation of both parties has actually been terminated, the company has sent it a notice of termination of cooperation, informing it to terminate the trusteeship operation agreement of Shenqian mining and other documents, and terminate the cooperative relationship between both parties.
5. The financing of the company and its holding subsidiary Shanghai five days to Xinda Financial Leasing Co., Ltd. was overdue. The special working group actively communicated with Xinda Financial Leasing Co., Ltd. and the two sides reached a settlement plan, that is, to adjust the transaction structure and repayment plan of phase I and phase II projects. The settlement plan has been deliberated and approved by the general meeting of shareholders of the company.
6. In order to further expand and strengthen nengte Technology Co., Ltd. (hereinafter referred to as "nengte technology"), nengte technology and DSM nutritional products China enterprise B.V. (hereinafter referred to as "DSM") in the Netherlands established a joint venture yimante health products (Jingzhou) Co., Ltd. (hereinafter referred to as "yimante") on vitamin E and its intermediate business, That is, nengte science and technology will take the relevant assets of vitamin E production business line as physical contribution to establish a wholly-owned subsidiary yimante, and inject 33% equity of the wholly-owned subsidiary nengte Technology (Shishou) Co., Ltd. (hereinafter referred to as "Shishou nengte") into yimante as capital contribution. After the above capital contribution is paid in, 75% equity of yimante will be transferred to DSM in cash, So as to give play to their respective advantages, mutual benefit and win-win results, form complementary advantages and jointly do a good job in vitamin E products. The project has been completed. In order to extend the industrial chain, realize the industrial layout from intermediate to API, and build an API industrialization base that meets the national GMP requirements and meets the standards of EU and FDA, nengte technology transferred 40% equity of Tianke (Jingzhou) Pharmaceutical Co., Ltd. held by Jingzhou chucheng Investment Co., Ltd. for 120 million yuan, and completed the transfer in July 2021.
7. In April 2019, the company signed the park lease contract with Shanghai Tielian Enterprise Management Consulting Co., Ltd. to lease the holding subsidiary Shanghai Wutian's China Menggu xihongqiao Industrial Park located at No. 888 Huaxu Road, Qingpu District, Shanghai as a whole, and made substantial layoffs, so as to improve the use efficiency of Shanghai Wutian's own property and enhance its self financing ability, Increase company profits. At the same time, in order to help revitalize the company's stock assets, improve the company's capital use efficiency and reduce the negative impact of capital pressure on the company's production and operation, the company plans to sell the real estate assets owned by its holding subsidiary Shanghai five days in Qingpu District, Shanghai by means of cash transaction of no less than 600 million yuan. The matter has been deliberated by the general meeting of shareholders and is currently actively seeking counterparties.
8. The company provided guarantee for Fujian Tongfu Industry Co., Ltd. (hereinafter referred to as "Tongfu industry") to issue private placement bonds of no more than 600 million yuan. In 2018, due to the shortage of its own funds, the private placement bonds issued by Tongfu industry were overdue and not cashed, which led to relevant disputes and litigation. In order to properly resolve disputes with investors and actively resolve social contradictions, the company reached a settlement through friendly negotiation with relevant creditors of Tongfu industrial private placement bond project and other relevant parties. As of the disclosure date of this announcement, the company has reached a settlement with 524 creditors (678 businesses in total).
9. According to the overall deployment of the great protection of the Yangtze River and the special rectification of chemical enterprises along the Yangtze River in Hubei Province, as well as the requirements of relevant documents such as the Circular of the people's Government of Hubei Province on printing and distributing the relevant work plans of the ten landmark campaigns of the great protection of the Yangtze River in Hubei Province, such as the customs reform and transfer of chemical enterprises along the Yangtze River (ezf [2018] No. 24) issued by the general office of the people's Government of Hubei Province, The company invested 800 million yuan in the overall relocation, capacity expansion and upgrading of the old plant of nengte technology, and plans to invest in the relocation and reconstruction project of 900 tons of advanced pharmaceutical intermediates per year in the green recycling industrial park of Jingzhou economic and Technological Development Zone (hereinafter referred to as the "project"). During the implementation of the project, nengte technology will first build some production lines and put them into operation, and then gradually close the production lines in the old plant to achieve seamless production. There is no shutdown phenomenon and no significant impact on the production and operation of nengte technology. At present, the project has been accepted and put into operation.
(II) the company urges the former controlling shareholders to actively solve the above violations and other matters
At present, the former controlling shareholders of the company still actively dispose of equity and related assets, strive to raise funds through multiple channels, actively maintain close communication with creditors, and strive to properly handle and terminate the above-mentioned solutions as soon as possible through normal legal channels, including but not limited to equity transfer, asset restructuring, debt restructuring and legal borrowing, So as to reduce the possible risks to the company.
(III) the private placement debt project of Tongfu industry has not been cashed when due and the litigation cases caused by the above violations of the original controlling shareholder
The company provides guarantee for the private placement bonds of no more than 600 million yuan issued by Tongfu industry. Due to the shortage of its own funds, the private placement bonds issued by Tongfu industry have been overdue and have not been cashed. According to the statement on non cashing of private placement bonds due provided by Tongfu industry, as of July 31, 2019, The balance of private placement bonds issued by Tongfu industry and the actual balance (principal) guaranteed by the company is 418138471.92 yuan, which have all matured. The above data related to private placement bonds are provided by Tongfu industry. The company verifies whether all these bond products belong to the scope of the company's guarantee for the issuance of private placement bonds by Tongfu industry. Meanwhile, based on the principle of prudence in accounting treatment, the company has accrued estimated liabilities for the private debt project guaranteed by the company for Tongfu industry in 2018. Due to the overdue and non payment of Tongfu industrial private placement bonds, relevant disputes and lawsuits have been triggered. As of February 15, 2022, creditors have filed lawsuits with the court and the company has received a total of 328 subpoenas, of which 11 cases have been rejected and 215 have been adjudicated / adjudicated. In order to properly resolve disputes with investors and actively resolve social contradictions, the company has reached a settlement with relevant private placement debt creditors, with a total settlement amount (principal) of 365 million yuan, accounting for 87.31% of the total amount of overdue private placement debt.
Since the above-mentioned violations of the company's former controlling shareholder have caused relevant disputes and litigation since October 2018, it is verified that the relevant historical materials of the company's board of directors, board of supervisors and general meeting of shareholders do not have any relevant approval documents related to such litigation matters, and the board of directors of the company considers that the company should not be responsible for the company's litigation involving the violations of the original controlling shareholder, The board of directors of the company has objections to the demands of the plaintiffs in each case. The company will actively respond to the lawsuit and spare no effort to safeguard the legitimate rights and interests of all shareholders. As of the date of this announcement, the details of litigation cases between creditors and the company caused by the aforesaid violations of the original controlling shareholder are as follows:
Case No. the plaintiff was told the subject matter of the lawsuit
No. amount (yuan)
1 (2018) zhe 0102 Zhao hangchen Guanfu Co., Ltd., Wenzhou industry, Tongfu industry, Lin Wen 19900000.00 minchu No. 3965 Chang, Lin Wenhong and pan Jinxi
2 (2018) zhe 0103 Ma Wenping, Guanfu Co., Ltd., Shanghai Wutian, Wenzhou industry, Lin Wen 20000000.00, minchu No. 4478, Chang, Lin Wenzhi, pan Jinxi
3 (2018) Wan 0422 Zhao Yunlong, Yu Xinnian, Shanghai Changyu gold products Co., Ltd. 10000000.00 minchu No. 2856 division, Lin Wenhong, Guanfu Co., Ltd
(2018) xiangminchuzi Hunan Trust Co., Ltd. Tongfu industry, Guanfu industry, Cai Jiaojun, Lin Wenzhi
4 No. 66: Chen Zhongjiao, Lin Wenchang, song Xiurong, Lin Wenhong, shang190000000.00 haiwutian and Shanghai Wutian Supply Chain Service Co., Ltd
5 (2018) Hu 0118 Kan Wei, Lin Wenchang, Shanghai Wutian, pan Jinxi, Lin Fuchun, 5000000.00 minchu No. 15449, Lin Wenzhi
Jinhuitong, Kesheng company, Guanfu industry, Guanfu shares
6 (2018) min 05
