Securities code: 002102 securities abbreviation: St Guanfu Announcement No.: 2022-005
Guanfu Holdings Co.Ltd(002102)
About creditors related to Tongfu industrial private debt project
Announcement of signing settlement agreement
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.
Guanfu Holdings Co.Ltd(002102) (hereinafter referred to as “company” and “Party C”) provided guarantee for Fujian Tongfu Industry Co., Ltd. (hereinafter referred to as “Tongfu industry” and “Party B”) to issue private placement bonds of no more than 600 million yuan (the same currency below). Recently, due to the shortage of its own funds, the private placement bonds issued by Tongfu industry have been overdue and have not been cashed, This has also led to relevant disputes and litigation. In order to properly resolve disputes with investors and actively resolve social contradictions, the company has reached a settlement and signed the settlement agreement with relevant creditors of Tongfu industrial private placement debt project (hereinafter referred to as “creditors”) and other relevant parties through friendly negotiation. The relevant information of the settlement agreement signed from January 1 to February 15, 2022 is hereby announced as follows:
1、 Basic information of this settlement
The creditor purchased the financial products issued by Party B in Huaxia Wenguan Asset Management Co., Ltd. (hereinafter referred to as “Party D”), and now Party B fails to honor the financial products when due. Based on Party B’s current inability to cash the corresponding amount of the product purchased by Party A, Party B requests Party C to pay on behalf of Party A. After verification by Party B, Party C and Party D, the bond products purchased by the creditor belong to the scope of private placement bonds issued by Party B. All parties agree that Party C shall pay the corresponding amount for the purchase of products on behalf of Party B.
2、 Main contents of settlement agreement
After the parties sign the settlement agreement, Party C shall pay the agreed amount to the relevant creditors on behalf of Party B. See the following table for the name of the creditor and the main contents of Clause 1 “unpaid bond principal and interest” and Clause 2 “amount payable after settlement” in the settlement agreement:
Order creditor bond product / outstanding amount (yuan) total amount of principal and interest of financial product No. payable after settlement (yuan)
1 Liu Ruihua Qiaojin office Tongfu Dingrong 400000.00 14876.71 414876.71 290413.70
2. Yang Ruixiang Qiaojin office Tongfu Dingrong 1000000.00 41841.10 1041841.10 729288.77
Total 1400000.00 56717.81 1456717.81 1019702.47
3. If Party C pays the amount specified in Article 2 to the creditor in accordance with the settlement agreement, it shall be deemed that Party B has paid to the creditor
The creditor has paid all the money (including principal, interest, liquidated damages, etc.) for the product, and all the creditor’s rights and debts between the creditor and Party B and Party C have been settled. The creditor shall no longer claim against Party B, Party C and Party D for the product
Any right (including requiring Party C to bear the guarantee liability) and any amount (including interest outside the payment period and breach of contract)
Joaquin et al.). For all payments made by Party C to the creditor on behalf of Party B, whether Party C undertakes the guarantee or not
Party B confirms all responsibilities and agrees to repay the principal and interest to Party C in accordance with the settlement agreement, and Party C can be in office
When to recover the principal and interest from Party B.
4. The creditor confirms that the creditor has no concealment or omission, except for the products agreed in this agreement,
The creditor has not purchased any other products issued by Party D from Party B, and Party B has no other creditor’s rights
For the products cashed by the creditor, the creditor has no right to claim any right or any money from Party B, Party C and Party D; Creditor’s rights
The subscription agreement, subscription confirmation and letter of guarantee (if any) held by the person when receiving the repayment from the settlement agreement
(yes) and other documents shall lose all legal effect at the same time and shall be delivered to Party C on the repayment date.
5. Party B confirms that Party B does not have any concealment or omission. Except for the products agreed in the settlement agreement, Party B
Party A has no other products that should be cashed to the creditor, otherwise, Party B shall bear all the losses caused to Party C
Loss. Party B shall be obliged to repay Party C all the payment from the date when Party C pays the creditor on behalf of Party C
Party C has the right to recover all the money and interest advanced by Party C, and the expenses arising therefrom (including but not limited to)
Party B shall bear all legal fees, arbitration fees, lawyer’s fees, transportation expenses, accommodation expenses, etc.).
6. Party D is responsible for confirming the quantity, amount, term and interest rate of Party B’s products purchased by the creditor through Party D, and is responsible for all data in the settlement agreement. After this mediation, the creditor and Party B have no further purchase through Party D
Any product.
7. The creditor must confirm whether the mediation matters of the settlement agreement are subject to legal proceedings or arbitration. If reconciliation agreement
If a lawsuit or arbitration has been filed for the products involved in the negotiation, the creditor shall bear the litigation fees or arbitration fees involved (including acceptance fees, processing fees, preservation fees and execution fees), the expenses of the letter of guarantee, the expenses incurred by the creditor in hiring a lawyer (if any) and other expenses. After signing the settlement agreement, the creditor and Party B, Party C and Party D shall apply to the court or arbitration commission for mediation based on the contents of the settlement agreement, and the court or arbitration commission shall act according to the settlement agreement
Party C has the right to directly recover all the advance payment from Party B in accordance with the civil mediation statement. If the court or arbitration commission does not agree to issue the civil mediation statement, the creditor shall apply to the court or arbitration commission for withdrawal of the lawsuit, and each party shall implement it in accordance with the contents of the settlement agreement. If the creditor fails to complete the withdrawal of the lawsuit and issue the withdrawal ruling of the court or arbitration commission to Party C within 30 days after the signing of the settlement agreement, the date of payment made by Party C to the creditor in accordance with the second Treaty of the settlement agreement shall be postponed accordingly, and the settlement agreement shall continue to be valid.
If there is no lawsuit or arbitration for the products involved in the settlement agreement, all parties shall implement it in accordance with the contents of the settlement agreement, and Party C has the right to recover all the advances from Party B in accordance with the contents of the settlement agreement. The expenses (if any) and other expenses incurred by the creditor in hiring a lawyer shall be borne by the creditor. If the creditor deliberately conceals litigation / arbitration or product information, all legal consequences shall be borne by the creditor.
If Party C fails to perform the payment obligation within the time limit agreed in the settlement agreement for any reason, the settlement agreement shall become invalid, and the creditor may still claim its rights in accordance with the original product subscription agreement and subscription confirmation.
8. When signing the settlement agreement, the creditor shall deliver the original of the subscription agreement, subscription confirmation, transfer certificate and other documents to the creditor’s attorney. Within the day when Party C pays off the payment, the creditor or the creditor’s attorney shall deliver the above original to Party C. otherwise, Party C has the right to require the creditor to calculate and collect liquidated damages at the standard of 1000.00 yuan per day.
The copies of all the above-mentioned materials as annexes to the agreement shall be jointly signed and confirmed by the creditors, Party B, Party C and Party D when signing the settlement agreement.
3、 Are there any other undisclosed litigation and arbitration matters
As of the disclosure date of this announcement, the company and its holding subsidiaries have no other major litigation and arbitration matters that should be disclosed but not disclosed, except for the litigation and arbitration that have been disclosed and disclosed this time. However, the former controlling shareholder of the company has issued commercial acceptance bills, external guarantees, external loans and other violations in the name of the company and its holding subsidiary Shanghai Wutian Industry Co., Ltd. (hereinafter referred to as “Shanghai Wutian”), as well as the private debt project guaranteed by the company for affiliated enterprise Tongfu industry, which has not been cashed when due. It is unknown whether there are other litigation and arbitration matters.
4、 Possible impact of the signing of the settlement agreement on the company’s current profit or future profit
Based on the principle of prudence in accounting treatment, the company has accrued bad debt losses or estimated liabilities for the violations of the original controlling shareholder and the private debt project guaranteed by Tongfu industry in 2018. After signing the settlement agreement, the company will offset the over accrued estimated liabilities in the current period and increase the profit of the company by 437000 yuan. The specific data shall be subject to the confirmation of the audit institution.
For the disputes and lawsuits caused by the violation of the original controlling shareholder of the company, after reaching a settlement with relevant creditors, the company will offset the estimated liabilities / bad debt reserves accrued in the early stage. The impact on the current profit is only the account adjustment for the estimated liabilities / bad debt reserves, which is not operating profit, unsustainable, and will not increase the cash flow of the company.
5、 Risk tips
1. The former controlling shareholder of the company issued commercial acceptance bills, external guarantees, external loans and other violations in the name of the company and its holding subsidiary Shanghai five days, which has triggered relevant disputes and lawsuits since October 2018. After verification, the relevant historical materials of the board of directors, the board of supervisors and the general meeting of shareholders of the company do not have any relevant approval documents related to such litigation matters. The board of directors of the company believes that the company should not be responsible for the company’s litigation involving the violation of the controlling shareholder. The board of directors of the company has objections to the demands of the plaintiff in each case, and the company will actively respond to the lawsuit, Fully safeguard the legitimate rights and interests of all shareholders. Based on the principle of prudence in accounting treatment, the company has accrued bad debt losses and contingent liabilities for the above matters in 2018. The company will continue to pay attention to the progress of this matter and timely perform the corresponding information disclosure obligations in accordance with laws and regulations.
For details of the violations of the original controlling shareholder, see the announcement on the reply to the letter of concern of Shenzhen Stock Exchange (Announcement No.: 2018-140) and other announcements issued by the company on the designated information disclosure media on October 12, 2018.
2. The company’s 2015 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2016 approved the company’s joint and several liability guarantee for the issuance of private placement bonds of no more than 600 million yuan by Tongfu industry. Up to now, relevant creditors have sued the company for overdue payment of bond products issued by Tongfu industry through relevant platforms. In view of the debt crisis of the former controlling shareholder of the company, in order to properly solve the disputes with investors and actively resolve social contradictions, the company held friendly consultations with the creditors verified to be within the scope of private placement bonds issued by Tongfu industry, and reached a settlement with some creditors and other relevant parties, The company shall pay the overdue bond products on behalf of Tongfu industry according to the settlement agreement.
3. The violation of the original controlling shareholder of the company has actually caused losses to the company. The board of directors of the company has actively taken relevant countermeasures and initiated legal procedures such as recovery from the original controlling shareholder and its related parties. At present, the company has frozen some shares of the company held by the original controlling shareholder. In view of the debt crisis of the former controlling shareholder of the company, the company will try its best to protect the interests of the company and investors.
4. The company will continue to pay attention to the progress of this matter and timely perform the corresponding information disclosure obligations in accordance with laws and regulations. The information disclosure media designated by the company are China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, the relevant information of the company shall be subject to the announcement published in the above designated information disclosure media. Please pay attention to the relevant announcements of the company, make rational investment and pay attention to investment risks.
6、 Documents for future reference
1. Settlement agreement – Liu Ruihua (principal: 400000 yuan);
2. Settlement agreement – Yang Ruizhen (principal: 1 million yuan).
It is hereby announced.
Guanfu Holdings Co.Ltd(002102) board of directors
February 16, 2002
