Securities code: 600248 securities abbreviation: Shaanxi Construction Engineering Group Corporation Limited(600248) Announcement No.: 2022-002 Shaanxi Construction Engineering Group Corporation Limited(600248)
On non operating capital transactions of other related parties to Shanghai Stock Exchange
Reply and announcement of supervision work letter
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.
Shaanxi Construction Engineering Group Corporation Limited(600248) (hereinafter referred to as “the company”) recently received the supervision work letter on Shaanxi Construction Engineering Group Corporation Limited(600248) other related parties’ non operating capital transactions (SSE Gong Han [2021] No. 3041) from Shanghai Stock Exchange. The company immediately conducted a serious self-examination, and now replies to the relevant matters as follows:
Question 1: according to the announcement of the company, the holding subsidiary of the company, Beiyou engineering, will not bear joint and several guarantee liabilities for relevant arrears. Your company shall verify the reasons and legal basis for Yanchang finance company to deduct relevant funds without agreement support, and take all necessary measures as soon as possible to require Yanchang finance company to return the deducted funds and corresponding interests as soon as possible, safeguard the legitimate rights and interests of listed companies, and fulfill the corresponding information disclosure obligations. [reply]
(I) background and deduction of the self deduction of Yanchang Financial Secretary
1. Deduction background
1.1 previous Division
The former North Petroleum Engineering Co., Ltd. signed the working capital loan contract with Yanchang finance department on December 28, 2017, with the loan amount of 380000000.00 yuan and the loan period up to December 28, 2020. In 2018, before the company implemented major asset restructuring, the original north oil engineering was separated. The loan was not yet due at the time of division. According to the separation agreement of Beijing Petrochemical Engineering Co., Ltd. jointly signed by Beiyou engineering, tianjuyuan technology and the original shareholders of Beiyou engineering, the above loans are shared by Beiyou engineering and tianjuyuan technology after separation, of which the shared loan balance of Beiyou engineering is 100528814.43 yuan and the shared loan amount of tianjuyuan technology is 279471185.57 yuan, Both parties shall not be jointly and severally liable for the above apportioned loan. On December 29, 2017, Yanchang finance department also issued the letter of confirmation on agreeing to deal with the debt involved in the division of the north oil project, agreeing that the debt of 279471185.57 yuan of the original north oil project shall be borne by tianjuyuan technology after the division, and the north oil project after the division is not required to bear joint and several liability for the debt.
According to the split balance sheet of Beiyou engineering audit report (xikuaishan Zi (2018) No. 0160) issued by sigma Certified Public Accountants on January 18, 2018, the financial situation of tianjuyuan technology at the time of split is as follows: investment real estate is 37097261.92 yuan, fixed assets are 399891804.09 yuan, and the total assets are 436989066.01 yuan; The non current liabilities due within one year are 279471185.57 yuan, the paid in capital is 100000000 yuan, the capital reserve is 50000000 yuan, the surplus reserve is 7517880.44 yuan, and the total owner’s equity is 157517880.44 yuan.
1.2 loan registration and communication after division
In May 2018, after the division of the original CNPC project was completed, the surviving CNPC project proposed to change the working capital loan contract to adjust the loan amount to 100528814.43 yuan. However, Yanchang finance company has not handled the change procedures of the loan contract, so that the loan record of CNPC project in Yanchang finance company is still 380000000.00 yuan.
Yanchang finance department believes that since tianjuyuan company was newly established in May 2018, it does not meet the review requirements of the CBRC and the finance company on the loan borrower. In September 2018, Yanchang finance company, Beiyou engineering and tianjuyuan technology jointly signed the debt undertaking agreement. Yanchang finance company agreed that the debt (and corresponding interest) of 279471185.57 yuan of the original Beiyou engineering should be borne by tianjuyuan technology after separation, And it will not claim joint and several liability for the debt (i.e. 279471185.57 yuan and corresponding interest) from the separated north oil project. At the same time, all parties confirm that tianjuyuan technology will raise funds by itself to repay the above-mentioned loan amount (i.e. 279471185.57 yuan and corresponding interest). When tianjuyuan technology returns its debt of 279471185.57 yuan (and corresponding interest), it shall first transfer the repayment amount to the special account opened by CNPC in Yanchang Finance Department, and then return it to Yanchang finance department by CNPC.
On August 16, 2019, Yanchang finance department sent a letter to Beijing Petroleum Engineering Co., Ltd., asking for early repayment of the loan on the grounds that Beijing Petroleum Engineering Co., Ltd. no longer belongs to Yanchang group. On August 20, 2019 and September 3, 2019, CNPC engineering sent two letters to Yanchang finance department, which clearly pointed out that CNPC engineering only needs to repay the loan of 100528814.43 yuan, and the rest should be returned by tianjuyuan technology.
On December 13, 2019, Beiyou engineering company repaid the loan of 100528814.43 yuan to Yanchang finance company, and fulfilled the repayment obligation. However, Yanchang finance department still recorded the remaining loan of 279471185.57 yuan belonging to tianjuyuan technology under the name of CNPC. The aforesaid debt (i.e. 279471185.57 yuan and corresponding interest) has expired on December 28, 2020, but tianjuyuan technology has not repaid it to Beiyou engineering or Yanchang finance department.
OK, positive communication. Meanwhile, CNPC also actively urged tianjuyuan technology and Yanchang finance department to go through the debt registration and change procedures. However, the handling of debt registration and change procedures is not controlled by CNPC. As of the deduction date, Yanchang finance company has not gone through the formalities for changing the creditor’s rights, and the above-mentioned debts are still recorded in the name of CNPC.
1.3 background of this deduction
On March 9, 2021, CNPC was listed as non-performing loan transaction in the credit investigation center system of the people’s Bank of China. After continuous communication, Beiyou engineering, tianjuyuan technology and Yanchang Finance Department discussed the possibility of tianjuyuan technology to solve the problem of overdue loans by selling assets or equity. Although CNPC cannot determine the specific repayment time of tianjuyuan technology, all parties have reached a certain consensus.
On April 26, 2021, Beiyou Engineering Co., Ltd. sent the letter on entrusted payment of stock debt to Yanchang finance department, The original text of the letter is as follows: “according to the debt undertaking agreement signed by our company, Beijing tianjuyuan Technology Co., Ltd. and your company on September 11, 2018, the debt (and corresponding interest) of 279471185.57 yuan of the original Beijing engineering company’s 380 million yuan loan from the finance company has been apportioned to Beijing tianjuyuan Technology Co., Ltd.
Now our company is entrusted by Beijing tianjuyuan Technology Co., Ltd. to pay you the loan principal of 279471185.57 yuan and the corresponding interest during the outstanding period (the specific amount shall be calculated by the finance company on the actual repayment date). In the near future, Beijing tianjuyuan Technology Co., Ltd. will transfer the debt settlement funds to the 01-100-11290000-2 account opened by our company in your company. At that time, please deduct the debt principal of 279471185.57 yuan and the corresponding interest calculated according to the actual repayment date to fulfill the “debt settlement process”.
After Beiyou engineering sent the above letter on entrusted payment of stock debt to Yanchang finance department, it did not receive a written reply from Yanchang finance department. According to the reply on Relevant Issues in the letter on supervision of Shanghai Stock Exchange issued by Yanchang group to the company on January 21, 2022, it believes that the letter on entrusted payment of stock debts issued by Beiyou engineering company to Yanchang finance department is an entrusted handling document, and there is no explicit request for a written reply in the letter.
2. Details of this deduction
On June 10, 2021, Beiyou engineering received a refund of 300000.00 yuan of quality assurance deposit for yanneng chemical project of Shaanxi Yanchang Petroleum Yan’an energy and Chemical Co., Ltd. On the same day, Yanchang finance department deducted the equivalent debt principal of 279471185.57 yuan and interest of 9329291.59 yuan from the settlement account, with a total deduction of 288800477.16 yuan.
The company believes that the basis for deduction is insufficient. The source of RMB 300000000.00 in the account of CNPC is the repayment amount of RMB 279471185.57 and the corresponding interest). Yanchang finance department still deducted the principal and interest of the debt from the account of CNPC, failed to comply with the provisions of the debt undertaking agreement, and failed to meet the preconditions for deduction in the letter on entrusted repayment of stock debt.
(II) measures taken by listed companies
1. Measures taken by CNPC
With regard to this deduction, Beiyou engineering sent the letter on recovering the wrong deduction of repayment funds to Yanchang finance department five times on June 15, August 10, September 14, October 15 and December 7, 2021, requesting Yanchang finance department to immediately correct the deduction behavior, and the wrong party of the event shall bear the capital interest during the deduction period; Meanwhile, on the above-mentioned date, CNPC engineering delivered the letter on urging tianjuyuan technology to fulfill the debt undertaking agreement five times, urging tianjuyuan technology to immediately fulfill its repayment obligations, and reserves the right to resort to law against tianjuyuan technology and claim compensation.
On September 27, 2021, Beiyou engineering sent a lawyer’s letter to Yanchang finance department through Shanghai Jianwei (Beijing) law firm to urge it to correct the deduction behavior.
As of the disclosure date of Shaanxi Construction Engineering Group Corporation Limited(600248) suggestive announcement on capital transactions of other related parties of the company (Announcement No.: 2021-115), neither Yanchang finance department nor tianjuyuan technology has replied to written opinions.
2. Measures taken by listed companies
On June 15, 2021, after the company learned of the deduction of funds, it immediately contacted Yanchang finance company and Yanchang group. The chairman, general manager, Secretary of the board of directors and financial director of the company actively communicated with Yanchang group and Yanchang finance company for many times, and organized relevant personnel to have an on-site discussion with Yanchang group and Yanchang finance company, Request Yanchang finance department to return the deducted funds from the account of north oil engineering, and actively seek solutions, including but not limited to proposing and trying to promote tianjuyuan technology to sell its equity or assets, repay north oil engineering after obtaining cash, and strive to solve this dispute through negotiation as soon as possible and properly. Yanchang Petroleum said it was actively demonstrating and striving to solve relevant problems in accordance with the law and regulations in the shortest time.
According to the reply on Relevant Issues in the supervision letter of Shanghai Stock Exchange issued by Yanchang group to the company on January 21, 2022, it said that due to the impact of covid-19 epidemic in Xi’an at the end of 2021, the disposal of tianjuyuan assets or equity was forced to be shelved. After the overall resumption of work and production in Xi’an, it will accelerate the settlement of relevant matters.
Subsequently, the company will continue to take positive measures to resolve this dispute. First, continue to maintain communication with Yanchang group and Yanchang finance department. Since the company and Yanchang group are both holding enterprises of Shaanxi SASAC, and Yanchang finance department and tianjuyuan technology are holding subsidiaries of Yanchang group, the leaders of the company will take the lead in consultation and coordination with the leaders of Yanchang group to promote the solution from top to bottom. Second, tianjuyuan technology is required to perform the equity or asset disposal procedures as soon as possible, and repay the above-mentioned debts to Beiyou project after obtaining cash. Third, reserve the right to sue Yanchang finance department, tianjuyuan technology and other relevant parties, and safeguard the interests of listed companies by legal means when necessary.
Question 2. Your company should conduct a comprehensive self-examination of the deposits, loans and other monetary funds of the company in Yanchang finance company and other related parties, and verify whether the company can freely dispose of the relevant funds, whether there are joint or co managed accounts with the controlling shareholder or other related parties, and whether the monetary funds are actually used by other parties, And fully assess the possible security risks of relevant funds.
[reply]
The company conducted a comprehensive self-examination on a total of 4222 bank accounts at the level of consolidated statements to verify whether related party relationships and specific conditions exist in relevant financial institutions one by one. After investigation, it is confirmed that in addition to the above one settlement account of PetroChina Company in Yanchang finance department, the company does not have other accounts in Yanchang finance department, nor does the company have other deposit balances in related parties. The company has no deposit, loan or other monetary capital business with other related parties, no joint or co managed accounts with controlling shareholders or other related parties, and no restrictions on the actual use of monetary funds by other parties.
As of December 31, 2021, the balance of the company’s deposit in the settlement account of Yanchang finance company was 186.34 yuan. On February 22, 2022, the account was cancelled by CNPC. The company has no loans and other monetary funds in Yanchang finance department.
To sum up, there is basically no risk in the security of other funds of the company.
Question 3: your company should self inspect the deposits in Yanchang finance company and the capital settlement through the account of Yanchang finance company, carefully evaluate the relevant risks, and take practical measures to ensure the safety of the company’s funds and avoid the reoccurrence of the above-mentioned occupation of non operating funds.
[reply]
Please refer to question 2 for the company’s deposits in Yanchang finance department. In May 2014, according to the relevant requirements of Yanchang group for the fund management of its affiliated units, the former North Oil Engineering opened a settlement account in Yanchang finance department, which is used for the settlement of all corporate businesses; After 2019, this account will only be used for project settlement of CNPC Yanchang group project. Except for the two deductions this time, the capital transaction settlement of this account is normal.
On February 22, 2022, the account was cancelled by CNPC. The project settlement of CNPC in Yanchang group will be settled through the basic account opened by CNPC in Shanghai Pudong Development Bank Co.Ltd(600000) Beijing Qinghuayuan sub branch. As of the date of disclosure of this announcement, CNPC Engineering
