Securities code: 000587 securities abbreviation: * ST Jinzhou Announcement No.: 2022-015 Jinzhou Cihang Group Co.Ltd(000587)
Reply announcement on the letter of concern of Shenzhen Stock Exchange
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.
Jinzhou Cihang Group Co.Ltd(000587) (hereinafter referred to as the company) has recently received the letter of concern about Jinzhou Cihang Group Co.Ltd(000587) issued by Shenzhen Stock Exchange (company department concern letter [2022] No. 35), and now the reply is as follows:
1. According to the announcement, according to the mediation agreement signed between Zhong’an finance and your company and relevant parties, as of November 20, 2019, your company still owes Zhong’an finance a total of 375 million yuan (including principal, restructuring compensation, liquidated damages, etc.), and the exemption amount of Zhongrun boguan, the transferee of the creditor’s right, is 406 million yuan. Please explain the reasons for the inconsistency and further check whether the amount of debt forgiveness is accurate.
Company reply:
According to the mediation agreement, taking 334.605 million yuan as the principal of the restructured debt, the restructuring compensation shall be calculated from November 21, 2019 (interest rate 10.1%), and the first payment shall be paid on June 20, 2020. At the end of 2020, the company repaid the principal of some debts of Zhong’an finance with assets (106 million yuan), and correspondingly reduced the interest and liquidated damages in 2021 (5 / 10000 / day).
1) As of December 31, 2020, the balance of principal (reduced to 228.605 million yuan), interest (from 20191122) and liquidated damages (from 20200621) after asset compensation is 278.76 million yuan;
2) In 2021, the balance of interest liquidated damages on the principal (calculated as 228605000 yuan) was 343.57 million yuan;
3) In addition, due to the failure to repay in accordance with the mediation agreement, the balance of interest liquidated damages of RMB 40.25 million (starting from 20200621) of Zhong’an financial exemption company is RMB 57.7 million;
The total principal, interest and liquidated damages obtained from 1), 2) and 3) are 401.28 million yuan, accounting for 1.1% of the difference with the debt amount exempted by China Resources boguan of 406 million yuan, which is basically consistent with the exempted amount (the audited financial report shall prevail).
The above data are the results of the company’s preliminary calculation and have not been audited by an accounting firm. The company will disclose the relevant data audited by the accounting firm in detail in the 2021 annual report. Please make careful decisions and pay attention to investment risks.
2. The announcement shows that the cost of Zhongrun boguan’s acquisition of 1.331 billion yuan of creditor’s rights is 157 million yuan in cash and 53.3333 million shares of Jinzhou Cihang, which are funded by external loans. Please further explain to your company: (1) the specific sources of external loans, including lenders, capital cost and term, and further check whether the relevant funds come from the company, controlling shareholders, actual controllers or shareholders holding more than 5%, as well as the relevant directors, supervisors, senior managers or other related persons of the above subjects, Whether the loan agreement has agreed on debt exemption and other matters;
Company reply:
According to the company’s verification of the receipt and payment voucher, the fund comes from Beijing shoutuorongsheng Investment Co., Ltd. (hereinafter referred to as shoutuorongsheng), an affiliate of the company’s shareholders holding more than 5%. The company has not obtained the relevant agreement on the use of the fund, and cannot confirm the cost, term and other matters.
As a compensation for the low consideration of the listed company’s stripping of Fenghui lease, Zhongzhi enterprise group arranged the first expansion Rongsheng plan to invest 500 million yuan in 2021 to solve the debt crisis of Jinzhou Cihang through Zhongrun boguan. Among them, the cash was 400 million yuan, and the first tuorongsheng or its related parties invested 100 million yuan to increase the holding of Jinzhou Cihang shares to offset the debts of listed companies.
According to the above plan, in order to give better play to the capital efficiency, shoutuorongsheng made a commitment to some creditors in September 2021: it will purchase relevant creditor’s rights in cash not exceeding 20% of the principal amount of Jinzhou Cihang creditor’s rights held by creditors.
Related relationship: the original actual controllers (within the past 12 months) of Shoutuo Rongsheng and Zhonghai Shengrong (Beijing) Capital Management Co., Ltd. (hereinafter referred to as Zhonghai Shengrong) are Mr. Xie Zhikun. Zhongrong (Beijing) asset management – Bank Of Hangzhou Co.Ltd(600926) – Zhonghai Shengrong (Beijing) Capital Management Co., Ltd. (hereinafter referred to as the second shareholder of the company) holds 199412800 shares of the company. Zhonghai Shengrong holds 9.39% of the total share capital of the company through the second shareholder of the company, which is the shareholder holding more than 5% of the company.
According to the public information such as the ownership structure and shareholders of Zhongrun boguan, it is not found that it is related to the company, controlling shareholders, actual controllers and shareholders holding more than 5%.
(2) Whether the source of 53.3333 million shares held by Zhongrun boguan is the shareholder holding more than 5% of your company’s shares, and please further check whether the announcement disclosed by your company in the early stage is true, accurate and complete.
Company reply:
According to Article 5.2.2 of the creditor’s rights transfer contract, Zhongrun boguan must deliver 53.33 million shares of Jinzhou Cihang of Zhong’an finance and complete the equity change procedures before June 30, 2022. As the stock delivery is not due, it is now in the planned payment stage. It is uncertain whether the source is more than 5% of the company’s shareholders or their related parties. If there is progress in the follow-up, the company will timely fulfill the obligation of information disclosure. Other relevant clauses of the creditor’s rights transfer contract are as follows: Article 1.7 right transfer date: refers to the date on which China Resources boguan has paid the down payment in accordance with Article 5.2.1 of the contract;
Article 5.2.1 Zhongrun boguan shall pay 10 million yuan to Zhongan finance before December 31, 2021, and another 3 million yuan shall be paid as the performance security;
Article 5.2.3 in order to ensure the timely performance of the transfer price payment obligations under the contract (including cash payment and stock delivery obligations), both parties agree that China Resources View will open a capital supervision account to ensure that the capital in the capital supervision account is not less than 32.72 million yuan before December 31, 2021. If Zhongrun boguan fails to perform the obligation of payment of the transfer price under the contract as agreed, Zhongan finance has the priority to be repaid for the money in the account; Article 7.1.1 the subject creditor’s right shall be transferred to China Resources boguan from the date when China Resources boguan completes the down payment as scheduled in accordance with Article 5.2.1.
According to the above agreement and the judgment of the receipt and payment voucher, Zhongrun boguan completed the payment obligation of the transfer payment referred to in articles 5.2.1 and 5.2.3 on December 31, 2021, and has obtained the creditor’s rights transferred by Anhui Zhong’an Financial Asset Management Co., Ltd. The actual situation of stock payment in the creditor’s rights transfer contract will not have a material impact on the transfer of relevant creditor’s rights of Zhong’an financial holding company to Zhongrun boguan.
As of the reply date, in addition to the above disclosed information, the company has not found any other contrary evidence affecting the authenticity, accuracy and completeness of the announcement disclosed in the early stage. If relevant documents are obtained in the later stage, the company will actively perform the obligation of information disclosure.
3. The announcement shows that according to the debt exemption notice, your company judges that there are no other agreements or obligations between your company, controlling shareholders, actual controllers, shareholders holding more than 5% and the exempt party. Zhongrun boguan and Fenghui leasing shall issue clear supporting materials to explain whether there are no agreements or arrangements that should be disclosed but not disclosed, and a lawyer shall be asked to check the authenticity of the supporting materials.
Company reply:
In addition to the above disclosed matters, according to the reply letter issued by Zhongrun boguan and Fenghui leasing to the law firm respectively:
(1) Qianhai ninth five year plan, the controlling shareholder of Jinzhou Cihang, has entered the bankruptcy reorganization procedure. Zhongrun boguan signed the reorganization investment agreement with the bankruptcy administrator of Qianhai ninth five year plan on December 23, 2021. The reorganization investment plan has not been considered and voted by the creditors’ meeting of Qianhai ninth five year plan.
There are no other agreements and arrangements between Zhongrun boguan and Jinzhou Cihang, the controlling shareholder of Jinzhou Cihang, the actual controller of Jinzhou Cihang and the shareholders holding more than 5% of Jinzhou Cihang’s shares.
The restructuring investment agreement is the relevant agreement of China Resources boguan on the restructuring investment plan of Qianhai ninth five year plan, which mainly includes the debt repayment plan of Qianhai ninth five year plan company, and does not involve any agreed arrangement on the creditor’s rights and debts of Jinzhou Cihang.
Therefore, the act of Zhongrun boguan exempting all debts of Jinzhou Cihang and Zhongrun boguan’s participation in the restructuring investment of Qianhai ninth five year plan company are mutually independent events, which do not belong to the agreed arrangement of the restructuring investment agreement.
(2) For this debt exemption, there is no other agreement arrangement between Fenghui leasing and Jinzhou Cihang, the controlling shareholder of Jinzhou Cihang, the actual controller of Jinzhou Cihang and the shareholders holding more than 5% of Jinzhou Cihang’s shares.
According to the reply letter issued by Zhongrun boguan and Fenghui leasing to the law firm, the company found no other agreements or arrangements or other obligations between the company, controlling shareholders, actual controllers, shareholders holding more than 5% and the exempt party, and no agreements or arrangements that should be disclosed and not disclosed.
The restructuring investment agreement is an agreement between Zhongrun boguan and the controlling shareholder of the company, and does not involve any agreement of Jinzhou Cihang. According to the debt exemption notice, the debt exemption is unconditional and there is no exemption with effective conditions.
The company has not obtained the document of reorganization investment agreement, so it is unable to know the specific contents. Please make careful decisions and pay attention to investment risks.
The conclusion of the legal opinion issued by Fujian Xiping law firm is as follows:
After receiving the reply from Fenghui Leasing Co., Ltd. and Xiamen zhongrunboguan Asset Management Co., Ltd., the lawyer reviewed the authenticity of the letter. After examination, the lawyer recognizes the authenticity of the letter, and the statements in the letter are the true intention of the above company.
4. In combination with the answers to the above questions, please further explain whether there are major uncertainties in the recognition time point and amount of the debt exemption income, and whether the accounting treatment complies with the accounting standards for business enterprises, guidelines for the application of regulatory rules – accounting class 1 and other relevant provisions. In addition, as of the disclosure date of the announcement, the annual audit accountant and independent directors have not replied to the relevant contents. Please reply to the contents of the letter as soon as possible and express clear opinions on accounting treatment, whether to avoid delisting risk and other matters.
Company reply:
According to the descriptions and dates of the shareholders’ decision of Xiamen Zhongrun boguan Asset Management Co., Ltd., the shareholders’ decision of Fenghui Leasing Co., Ltd. and the notice of debt exemption provided by the exempt, this debt exemption has taken effect since the signing date of the above documents. The specific signing time of the two exemption letters is December 31, 2021, which will take effect from now on. Therefore, the effective time of debt exemption is December 31, 2021.
According to Article 575 of the civil code, “if the creditor forgives the debtor in part or in whole, the creditor’s right and debt shall be terminated in part or in whole, except that the debtor refuses within a reasonable period of time”. After receiving the notice of debt exemption issued by the creditor, the company accepted the debt exemption, the debt exemption has taken effect, and the two waivers lost relevant creditor’s rights.
However, the law requires that the relevant acts shall not maliciously damage the legitimate rights and interests of the third party, otherwise the third party has the right to exercise the right of cancellation.
As of the date of reply, the company has not found any malicious damage to the legitimate rights and interests of a third party in part (or all) of the debt cancellation. If a third party exercises the cancellation right within the exclusion period in accordance with relevant laws and regulations, raises an objection to the exemption, and the objection is ruled to be partially (or fully) valid or determined to be revocable by the competent authority, there will be a risk that the exemption will be partially (or fully) revoked, which may affect the corresponding audited financial statement data of the company.
In addition to the above circumstances, according to relevant laws and regulations, the company has not found any significant uncertainty in the time point and amount of revenue recognition as of the reply date; The company’s accounting treatment is not found to be inconsistent with the relevant provisions of the accounting standards for business enterprises, guidelines for the application of regulatory rules – accounting category No. 1 and so on.
Reply of annual auditor:
The company disclosed the announcement on receiving the notice of debt exemption on January 7, 2022, and the accountant has carried out the following audit procedures on relevant debt exemption matters:
1) Obtain the relevant debt exemption notice letter, the information (agreement, payment certificate) of the debt exempt party to obtain the relevant creditor’s rights, the shareholder resolution of the debt exempt party, etc.
2) Recalculate and review whether the amount of exempted debt is consistent with the book value.
3) Analyze the legality and compliance of this debt exemption in combination with the legal opinion issued by the lawyer entrusted by the company. 4) Extend the audit procedures to understand and verify the source and nature of funds of relevant creditor’s rights obtained by Xiamen Zhongrun boguan Asset Management Co., Ltd. and Fenghui Leasing Co., Ltd.
In addition, the audit procedures planned or implemented but not completed by the accountant are as follows:
1) Independently send letters to Xiamen Zhongrun boguan Asset Management Co., Ltd. and Fenghui Leasing Co., Ltd. to confirm the internal resolution procedures of this debt exemption, the acquisition of creditor’s rights and whether there are other agreements.
2) Independently implement letters of credit to the creditors of Jinzhou Cihang, matters related to the transfer of creditor’s rights and whether there are other agreements.
3) Extend the audit procedures and issue letters to the companies that borrowed funds from Xiamen Zhongrun boguan Asset Management Co., Ltd., confirming the agreements related to the loan, the nature of the funds and other matters.
4) Interview the shareholders of Xiamen Zhongrun boguan Asset Management Co., Ltd. to verify and confirm the authenticity and rationality of debt exemption.
As of the reply date of this letter of concern, the accountant’s audit procedures for debt exemption have not been fully implemented and sufficient and appropriate audit evidence has not been obtained. Therefore, no clear opinions can be formed on the above related debt exemption matters for the time being, and relevant opinions are expected to be issued in early March.
Reply of independent director:
According to the relevant provisions of the listing rules and in combination with the notice on delisting risk of the company’s shares (No.: 2022-008), the debt exemption has improved the overall financial structure of the company. However, in view of the fact that the verification work carried out by accountants, letters, interviews and lawyers and other experts has not been completed, we have temporarily discussed the above related matters
