Securities code: 002260 securities Name: * ST deo Announcement No.: 2022-024 Dea General Aviation Holding Co.Ltd(002260)
Announcement on receipt of court summons (I)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. The litigation stage of the case: it has not yet been heard
2. The party status of listed companies: defendant
3. Whether it will have a negative impact on the profits and losses of listed companies: since the case has not been heard, it is impossible to judge the impact on the company’s profits in the current period or after the period
Dea General Aviation Holding Co.Ltd(002260) (hereinafter referred to as “the company”) and its subsidiaries Foshan Nanhai Bangzhi Electric Appliance Co., Ltd. and Foshan yilipu Electric Appliance Co., Ltd. received the case No. (2022) Yue 0605 min Chu No. 83 “,” 2022) Yue 0605 min Chu No. 87 “,” 2022) Yue 0605 min Chu No. 93 “from Nanhai District People’s Court of Foshan City, Guangdong Province on February 16, 2022 “(2022) Yue 0605 min Chu No. 93” summons. The relevant matters are hereby announced as follows:
1、 Basic information about this lawsuit
According to the summons, the hearing time of the case of “disputes related to the company” between the plaintiffs Cao Sheng, Zhang Yu, Yang Youmei and Yang Weijian and three defendants including the company and its subsidiaries Foshan Nanhai Bangzhi Electric Appliance Co., Ltd. and Foshan yilipu Electric Appliance Co., Ltd. accepted by Nanhai District Court is March 23, 2022.
Cao Sheng’s claim:
1. Request to invalidate the subscription of reorganization shares between the plaintiff and the defendant I
2. Request the defendant 1 to return the plaintiff’s investment of 17640000 yuan;
3. It is requested to order the defendant to pay the plaintiff the fund occupation fee (based on the investment principal of 17640000 yuan, calculated by 15.4% of four times the LPR published by the people’s Bank of China, from July 23, 2020 to the date of full repayment), and the fund occupation fee is temporarily calculated to be 3848460 yuan by December 23, 2021 (17 months);
4. Request that the defendant 1 be ordered to pay the plaintiff’s loss of 1764000 yuan;
5. Request that the defendant 2 and the defendant 3 be jointly and severally liable for the above two, three and four claims;
6. The three defendants are requested to bear the acceptance fee, preservation fee, preservation guarantee fee and other expenses of this case. The total amount of the above two, three and four claims is 39128460 yuan.
Zhang Yu’s claim:
1. Request to invalidate the subscription of reorganization shares between the plaintiff and the defendant I
2. Request that the defendant 1 be ordered to return the plaintiff’s investment of 630000000 yuan;
3. Request the defendant to order the plaintiff to pay the fund occupation fee (based on the investment principal of 630000000 yuan, calculated by 15.4% of the four times of LPR published by the people’s Bank of China, from July 16, 2020 to the date of full repayment), and the fund occupation fee is temporarily calculated to be 13744500 yuan by December 18, 2021 (17 months);
4. Request that the defendant 1 be ordered to pay the plaintiff’s loss of 22848000 yuan;
5. Request that the defendant 2 and the defendant 3 be jointly and severally liable for the above two, three and four claims;
6. The three defendants are requested to bear the acceptance fee, preservation fee, preservation guarantee fee and other expenses of this case. The total amount of the above two, three and four claims is 99592500 yuan.
Yang Mei’s claim:
1. Request for invalidation of the assignment and distribution agreement of reorganization investors signed by the plaintiff and the defendant I
2. Request the defendant 1 to return the plaintiff’s investment of 50400000 yuan;
3. Request the defendant to order the plaintiff to pay the fund occupation fee (based on the investment principal of 50400000 yuan, calculated by 15.4% of four times the LPR published by the people’s Bank of China, from June 20, 2020 to the date of full repayment), and the fund occupation fee is temporarily calculated to be 11642400 yuan by December 20, 2021 (18 months);
4. Request that the defendant 1 be ordered to pay the plaintiff’s loss of 42840000 yuan;
5. Request that the defendant 2 and the defendant 3 be jointly and severally liable for the above two, three and four claims;
6. The three defendants are requested to bear the acceptance fee, preservation fee, preservation guarantee fee and other expenses of this case. The total amount of the above two, three and four claims is 104882400 yuan.
Yang Weijian’s claim:
1. Request for invalidation of the assignment and distribution agreement of reorganization investors signed by the plaintiff and the defendant I
2. Request that the defendant 1 be ordered to return the plaintiff’s investment of 52920000 yuan;
3. It is requested to order the defendant to pay the plaintiff the fund occupation fee (based on the investment principal of 52920000 yuan, calculated by 15.4% of four times the LPR published by the people’s Bank of China, from June 19, 2020 to the date of full repayment), and the fund occupation fee is temporarily calculated to be 12224520 yuan by December 19, 2021 (18 months);
4. Request that the defendant 1 be ordered to pay the plaintiff’s loss of 44982000 yuan;
5. Request that the defendant 2 and the defendant 3 be jointly and severally liable for the above two, three and four claims;
6. The three defendants are requested to bear the acceptance fee, preservation fee, preservation guarantee fee and other expenses of this case. The total amount of the above two, three and four claims is 110126520 yuan.
Note: the first defendant is a company, the second defendant is Foshan yilipu Electric Appliance Co., Ltd., and the third defendant is Foshan Nanhai Bangzhi Electric Appliance Co., Ltd
2、 The company’s explanation of this lawsuit
Cao Sheng, Zhang Yu, Yang Youmei and Yang Weijian were financial investors introduced during the company’s reorganization in 2020. According to the documents sent by the court, the above four sued the company for concealing major debts (referring to the case of Guangzhou rural commercial bank) during the reorganization in 2020 and defrauding other investors to participate in the bankruptcy reorganization, resulting in losses.
The company once again explained the case:
1. In November 2020, after receiving the notification letter from Guangzhou rural commercial bank, the company immediately started the internal verification procedure. After careful verification: (1) there were no relevant materials such as the balance replenishment agreement involved in the notification letter in the company’s archives; (2) There is no registration record on the use of seals involved in the balance replenishment agreement; (3) The board of directors, the board of supervisors and the general meeting of shareholders have no relevant meeting minutes, voting matters and relevant information disclosure; (4) During the interview, some directors, the Secretary of the board of directors and the chief financial officer of the company made it clear that they did not know about the relevant matters related to the balance replenishment agreement, nor had they communicated or held a meeting on the matter; (5) After contacting Zhu Jiagang and Wang Xinwen, the two chairmen and legal representatives before and after the time point, they replied that they didn’t remember the matters involved in the balance replenishment agreement.
2. After internal verification, the company has not found any matters related to the difference replenishment agreement, and the company has repeatedly dialed the telephone number of the contact person left in the notification letter. One week later, the other party answers the phone and gets in touch. The company immediately identifies itself to the other party and asks for the relevant information and the original or copy of documents and materials. The contact person of the bank said that he would arrange the lawyer of the bank to contact our company, but the company has not received his reply. Since then, the company has repeatedly taken the initiative to call to understand the situation and ask for relevant documents and materials, but Guangzhou rural commercial bank refused to provide them on the grounds of inconvenience.
3. In order to understand the truth, fulfill their duties and respond to the inquiries of regulatory authorities comprehensively, objectively and accurately, on December 2, 2020, the Secretary of the board of directors, the legal affairs of the company, the recommendation agency, lawyers and shareholder representatives of the company arrived at the headquarters of Guangzhou rural commercial Bank (No. 1 Huaxia Road, Tianhe District, Guangzhou) at 2 p.m, Try to communicate with the relevant person in charge of Guangzhou rural commercial bank on the matters of the notification letter on site, understand the course of the matter and restore the truth. After our personnel showed and registered their ID card, telephone number and other work certificates, Guangzhou rural commercial bank prevaricated and obstructed on the grounds of epidemic prevention, safety needs and the inability to verify the identity of the interviewers. After nearly half an hour of negotiation and more than two hours of waiting, only the company’s secretaries and lawyers were released into Guangzhou rural commercial bank at about 5:30. Guangzhou rural commercial bank reserved a contact person and two lawyers to receive our personnel. During the whole meeting, they did not respond to the company’s request to “understand the real background and relevant conditions of the signing of the balance replenishment agreement”, and always refused to provide the original or copy of the loan agreement, guarantee agreement and balance replenishment agreement involved in the notification letter, They also do not agree to browse and view relevant materials and documents on site. Up to now, Guangzhou rural commercial bank has refused to provide the company with the signing background of any balance replenishment agreement and the original or copy of relevant documents and materials.
In addition, due to the application of creditors, the company entered the bankruptcy reorganization procedure by the intermediate people’s Court of Foshan City, Guangdong Province on April 22, 2020, and announced the relevant matters declared by creditors. Haizhu sub branch of Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Haizhu sub branch”), a branch of Guangzhou rural commercial bank, has a loan business with the company, has declared the creditor’s rights of Haizhu sub branch, and has had face-to-face communication with the company for many times. Guangzhou rural commercial bank and Haizhu sub branch have never mentioned the so-called balance replenishment agreement in writing or orally, and Guangzhou rural commercial bank has not declared the creditor’s rights or possible creditor’s rights incurred in the so-called balance replenishment agreement. Guangzhou rural commercial bank is a professional financial institution and a listed company listed on the Hong Kong stock exchange. It should be aware of the legal risk of the invalidity of the external guarantee contract of the listed company without the resolution of the board of directors and the general meeting of shareholders, We should also be aware of the financial crisis of the borrower Huaxiang company in the balance replenishment agreement (according to the investigation, the borrower Huaxiang company involved in the balance replenishment agreement in January 2019 has been involved in many lawsuits and belongs to the dishonest executee), but Guangzhou rural commercial bank failed to perform risk control measures for such large loans and guarantee matters, Ignoring and allowing such risks to occur and exist for a long time is obviously unreasonable and belongs to a non bona fide third party.
In conclusion, the company does not conceal major debts and cheat investors to participate in bankruptcy reorganization. The company believes that the reasons for Cao Sheng, Zhang Yu, Yang Youmei and Yang Weijian to file a lawsuit against the company and its subsidiaries are not tenable, and there are malicious and intentional acts. The company has started to hire a professional legal team to respond to the lawsuit, including case analysis, sorting out materials, forming a response plan, etc.
3、 Are there any other undisclosed litigation and arbitration matters
As of the disclosure date of this announcement, the company has no major litigation and arbitration matters that should be disclosed but have not been disclosed. 4、 Possible impact of the lawsuit announced this time on the company’s current profit or future profit
As of the disclosure date of this announcement, this case has not been heard, and there is uncertainty about the possible impact of the case on the company’s profits in the current period or after the period. The company will continue to pay attention to the follow-up progress of this lawsuit and timely perform the obligation of information disclosure in accordance with relevant regulations and normative documents.
The company solemnly reminds investors: Securities Times and cninfo（ http://www.cn.info.com.cn. ）As the information disclosure media designated by the company, all information of the company shall be subject to the official announcement published in the above designated media. Investors are invited to invest rationally and pay attention to investment risks. 5、 Documents for future reference
1. “(2022) Yue 0605 min Chu No. 83”, “Yue 0605 min Chu No. 87”, “Yue 0605 min Chu No. 93”, “Yue 0605 min Chu No. 93” and other relevant documents.
It is hereby announced.
Dea General Aviation Holding Co.Ltd(002260) board of directors February 18, 2022
