Securities code: 600289 stock abbreviation: St Xintong Announcement No.: pro 2022-010 Bright Oceans Inter-Telecom Corporation(600289)
On the occupation of non operating funds and suspected illegal guarantee of the company
Progress announcement
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. Bright Oceans Inter-Telecom Corporation(600289) (hereinafter referred to as “the company”) provided guarantee for the controlling shareholder Yiyang Group Co., Ltd. (hereinafter referred to as “Yiyang group” or “controlling shareholder”) and the controlling shareholder occupied the company’s funds due to suspected failure to perform the review procedures. For details, see the company’s on October 12, November 16, December 19, 2020, January 15, February 19, March 18 On April 21, May 20, June 20, July 15, August 15, September 19 and October 29, November 17, December 21, January 30, February 26, March 31, April 30, June 1, July 1, July 30, August 28, October 8, October 27, November 30, December 31 and January 29, 2022 Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the progress of the company’s non operating fund occupation and suspected illegal guarantee matters disclosed (Announcement No.: pro 2019-089, pro 2019-103, pro 2019-116, pro 2020-015, pro 2020-027, pro 2020-046, pro 2020-073, pro 2020-099, pro 2020-135, pro 2020-143, pro 2020-151, pro 2020-161, pro 2020-179, pro 2020-187, pro 2020-192, pro 2021-007, pro 2021-012, pro 2021-018, pro 2021-044, pro 2021-052, Pro 2021-067, pro 2021-082, pro 2021-089, pro 2021-0) 95. Pro 2021-099, pro 2021-110, pro 2021-126 and pro 2022-005) and other relevant announcements disclosed by the company.
The progress of the company’s non operating fund occupation and suspected illegal guarantee is hereby announced as follows:
1、 Occupation and repayment of non operating funds by controlling shareholders
(I) occupation of non operating funds
As of the date of this announcement, the total amount of funds actually occupied by the controlling shareholder and wrongly deducted in Deqing Xinyao case was 895.5235 million yuan (the wrongly deducted funds were 33.721 million yuan), including 469.0636 million yuan of non operating funds occupied by the controlling shareholder; Pay 1.6185 million yuan for the controlling shareholder; The company was involved in the execution of litigation judgment, judicial auction and erroneous deduction of 424.8414 million yuan due to suspected illegal guarantee. The company has made timely information disclosure on the above matters. For details, please refer to the company’s designated information disclosure media China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) Relevant announcements of disclosure.
(II) occupation and repayment of non operating funds
1. Cash settlement
On December 25, 2020, the restructuring investor of Yiyang Group Dalian Wanyi Investment Co., Ltd. (hereinafter referred to as “Wanyi investment”) invested RMB 700 million to solve the occupation of controlling shareholders, which has been remitted to the bank account of the wholly-owned subsidiary of the company; The company has received RMB 100000 in cash payable according to the reorganization plan of Yiyang group; On May 28, 2021, the company received a transfer of 29 million yuan from the controlling shareholder.
2. Equity liquidation
On December 25, 2020, according to the ruling of the court, the execution of the bankruptcy reorganization plan of Yiyang group was completed, and the equity amount of “debt to equity swap” obtained by the company was 682.521 million yuan, the number of shares was 66.0252 million shares, and the recoverable amount of this asset was 133 million yuan. Such recoverable amount shall be remeasured on each balance sheet date with the change of the share value of Yiyang group.
3. Swing execution
Among the 424.8414 million yuan of litigation judgment execution and judicial auction amount involved in the above-mentioned company’s suspected illegal guarantee, 33.721 million yuan was wrongly deducted from the application for execution of the case of Huande qingxinyao to Hangzhou intermediate people’s Court (hereinafter referred to as “Hangzhou intermediate people’s court”). The details of these matters are as follows:
Deqing Xinyao participated in the bankruptcy reorganization of Yiyang group and declared his creditor’s rights. When he had obtained the equity of Yiyang group, he applied to Hangzhou intermediate people’s court for the deduction of the company’s capital of RMB 33.721 million. After that, the execution ruling of Hangzhou intermediate people’s court was revoked by Zhejiang higher people’s Court (hereinafter referred to as “Zhejiang high court”) (2021) zhezifu No. 8 execution ruling, The company has applied for a turnaround.
In addition, on October 12, 2020, Chengtai Property Insurance Co., Ltd. issued the guarantee for continued execution of liability insurance policy, with a guarantee amount of 35 million yuan. The company believes that Zhejiang high court has corrected the wrong judgment of Hangzhou intermediate people’s court, and the insurance company has issued the guarantee, which has high recoverability.
The company has received a return of 146200 yuan from Hangzhou intermediate people’s court and applied for the adjustment of the amount of rotation to 33.5748 million yuan.
As of the date of this announcement, the above-mentioned capital occupation has been returned through cash, equity and partial execution reversal, with a total repayment amount of 862.5512 million yuan. Except that 33.5748 million yuan wrongly deducted by the court is still applying for execution reversal, all the other funds have been paid off.
2、 On the suspected illegal guarantee
(I) suspected illegal guarantee
The company’s alleged guarantee litigation for the controlling shareholder involves 41 creditors (55 cases in total based on the actual number of cases according to the case number, of which many case numbers are the same creditor), the principal involved is 4721.3965 million yuan (re counted according to the effective judgment), the non litigation guarantee is 200.5 million yuan, and the total guarantee amount is 4921.8965 million yuan. Of which:
1. The company won the lawsuit, settled with creditors and withdrew the lawsuit from creditors, involving 23 creditors, involving the principal of RMB 2.018 billion;
2. The total amount of creditor’s rights declared by the group is RMB 2.38 billion, and the group’s creditor’s rights and obligations to the main company involved in the reorganization plan are divided into the following three situations:
1) The company has been judged to bear joint and several liability for repayment or compensation, but the repayment has been completed through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, involving 9 creditors and the principal of 812 million yuan; 2) The relevant matters that are still in litigation but have been paid off through debt to equity swap during the bankruptcy and reorganization of Yiyang group involve 4 creditors and the principal of 1.355 billion yuan;
3) The relevant matters that have not sued for guarantee but have been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group involve four creditors and the principal of 201 million yuan.
3. Another five creditors who have not been paid off by debt to equity swap because they have not declared their creditor’s rights to Yiyang group involve a principal of 536 million yuan. The company has declared their creditor’s rights to the manager of Yiyang group, as follows:
During the implementation of the reorganization plan of Yiyang group, There are five creditors [Liu Xiaojuan, Nast Investment Management Co., Ltd. (hereinafter referred to as “Nast”), Shenzhen Qianhai run international M & A fund management Co., Ltd. (hereinafter referred to as “Qianhai run”), Harbin Guangyu Battery Co., Ltd. and huiqiantu (Xiamen) commercial factoring Co., Ltd. (hereinafter referred to as “huiqiantu”)] In case of failure to declare creditor’s rights or withdraw the declaration of creditor’s rights without debt to equity swap, according to the effective judgment of the court or the effective arbitration award, the company shall be jointly and severally liable for repayment or compensation to the five creditors. The court has deducted RMB 275.218 million for the cases involved by the five creditors, except that the execution of Liu Xiaojuan case has been completed, The remaining four creditors are expected to deduct 446.9334 million yuan of the company’s funds (the relevant interest will be calculated until December 25, 2020, and the final deduction will be subject to the actual deduction, including the 100 million yuan repurchase payment paid by Yiyang group for paying part of the funds to be deducted on behalf of the company).
(II) settlement of suspected illegal guarantee
1. The company has been judged to bear joint and several liability for repayment or compensation, but the relevant matters that have been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group involve creditors. Because the relevant creditor’s rights have been paid off in full, the company does not need to bear the liability for repayment. The reorganization plan of Yiyang group has been implemented, and the company is applying for execution objection on relevant matters;
2. For the relevant matters that are still in litigation but have been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, involving creditors, because the relevant creditor’s rights have been paid off in full, the company does not need to bear the liability for repayment, and strives to close the case as soon as possible;
3. For the matters related to the guarantee that has not been sued but has been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, the creditors are involved. Because the relevant creditor’s rights have been paid off in full, the company does not need to bear the liability for repayment;
4. For the five creditors who failed to convert debt into equity due to failure to declare their creditor’s rights or withdrawal of their creditor’s rights declaration, in order to protect the interests of the company and minority shareholders, the company has declared their creditor’s rights to the manager of Yiyang group for the principal, interest and related expenses incurred by the five creditors, except for remittance, The relevant creditor’s rights have been examined and approved by the manager and confirmed by Harbin intermediate people’s Court of Heilongjiang Province (hereinafter referred to as “Harbin intermediate people’s court”).
5. Yiyang group plans to pay the equity price by repurchasing its shares held by the company, so as to pay off its capital occupation and the capital deduction caused by five creditors suspected of illegal guarantee of the company. As of the date of this announcement, Fuxin bank has issued a performance guarantee to the company to provide guarantee for the repurchasing company of Yiyang group to hold its shares. It shall perform all obligations and responsibilities for the repurchasing company of Yiyang group to hold its shares, and undertake an irrevocable and unconditional guarantee to the company with a maximum amount of RMB 556 million. According to Article 5 of the letter of guarantee, if Yiyang group fails to buy back the shares corresponding to Yiyang group held by the company with the same amount of the deducted amount within 10 working days after the deduction, and pay the repurchase amount of this part of the shares to the company, the company shall send a written notice to Fuxin bank requiring Fuxin bank to pay within 15 working days, Fuxin bank will pay the repurchase amount of the notified claim amount to the company within the limit of the guarantee amount, without the company issuing a certificate or stating reasons.
6. As Qianhai Hairun sent a letter to the company, requiring the repayment of no less than RMB 23 million within the specified time, otherwise the company will be subject to judicial deduction. Fuxin bank will pay off the debt according to the performance guarantee (guarantee No.:
Fybh20210428001) paid 23 million yuan to Qianhai Hairun on September 28, 2021.
7. The company received the notice of payment from the parties (2019) Yue 0303 Zhi No. 10822 issued by the people’s Court of Luohu District, Shenzhen City, Guangdong Province, requiring to pay off 23.2096 million yuan within the specified time to pay off the relevant creditor’s rights to Cui Hongye, otherwise the company will be enforced. After the company submitted a payment request to Fuxin bank, Fuxin bank has paid 23.2096 million yuan to Shenzhen Luohu District People’s court in accordance with the relevant provisions of the performance guarantee (guarantee No.: fybh20210428001).
8. In the case of dispute over the financial leasing contract between the company and Derun financial leasing (Shenzhen) Co., Ltd., Hong Kong Yiyang Industrial Co., Ltd. (hereinafter referred to as “Hong Kong Yiyang”) and Yiyang group, according to the execution rulings (2019) Wan 01 Zhihui No. 117 and (2021) Wan 01 Zhihui No. 52, the intermediate people’s Court of Hefei City, Anhui Province deducted 31.5 million yuan from the company’s account. The company has sent a letter to Hong Kong Yiyang and Yiyang group to claim the above deducted amount. If Yiyang group fails to pay the corresponding amount to the company within the specified time, the company will request payment from Fuxin bank according to the performance guarantee issued by Fuxin bank.
9. Since the company has not signed the formal share repurchase agreement on the repurchase of the company’s shares by Yiyang group, in order to avoid the problem of new capital occupation after the company was deducted due to the historical violations of Yiyang group, Yiyang group issued a letter of commitment to the company and made the following commitments:
1) If the company generates new capital deduction due to the suspected historical illegal guarantee behavior of Yiyang group in the future, Yiyang group will make compensation arrangements for the company with equivalent cash or equivalent assets within 10 working days after the company is deducted or requested in writing;
2) If the company reaches an agreement with Yiyang group on share repurchase and signs formal share repurchase transaction documents in the future, the cash or equivalent assets of the deducted amount paid by Yiyang group to the company will be used to offset the corresponding share repurchase amount;
3) If the company finally fails to reach an agreement with Yiyang group on the share repurchase and sign the formal share repurchase transaction document, the cash or equivalent assets of the deducted amount paid by Yiyang group to the company are given to the company free of charge, and the company does not need to return them.
As of the date of this announcement, the outstanding balance of suspected illegal guarantees involved 2.591 billion yuan of principal and interest, of which 2.167 billion yuan, and the company did not bear the responsibility of guarantee or repayment (including the principal of the guarantee amount still in litigation of 1.355 billion yuan). The company still needs to bear the guarantee or repayment liability and the amount to be deducted is 423.934 million yuan (the relevant interest will be calculated until December 25, 2020, and the final amount will be subject to the actual deduction, including the repurchase amount of 100 million yuan paid by Yiyang group to pay part of the funds to be deducted on behalf of the company). Yiyang group has issued an irrevocable guarantee with a maximum amount of 556 million yuan through Fuxin bank The unconditional performance guarantee provides bank credit guarantee for it, and the company will no longer occupy new funds due to illegal guarantee.
According to the progress of the above matters, the company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations. The information disclosure media designated by the company are China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN), book
