Announcement on the company’s receipt of the letter of exemption from guarantee liability
Securities code: Modern Avenue Group Co.Ltd(002656) securities abbreviation: Modern Avenue Announcement No.: 2022015 Modern Avenue Group Co.Ltd(002656)
Announcement on the company’s receipt of the letter of exemption from guarantee liability
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.
Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as “the company” and “modern group”) recently received the letter of exemption on supplementary joint and several liability from Lin Fengguo, and now disclose the relevant information as follows:
1、 Overview of guarantee
On February 20, 2020, the company disclosed the announcement on new arbitration and newly discovered external guarantee matters of the company (Announcement No.: 2020014), and announced that it had received the notice of Arbitration (case No. (2019) szz No. 15777) issued by China Guangzhou Arbitration Commission (hereinafter referred to as “Guangzhou Arbitration Commission”) (2019) szfz No. 15778 and (2019) szfz No. 15779).
According to the above arbitration application documents, in April 2018, Lin Fengguo signed the agreement on share transfer of employee stock ownership plan (hereinafter referred to as the “transfer agreement”) with the company’s supervisors Chen Madi, Zhang QinYong and Lai Xiaoyan respectively, and transferred his Modern Avenue Group Co.Ltd(002656) – 7625000 shares in the first phase of employee stock ownership plan to Chen Madi at a transfer price of 7625000 yuan; Transfer its 7625000 shares to Zhang QinYong at a price of 7625000 yuan; Transfer its share of 403499991 to Lai Xiaoyan at a price of 403499991 yuan. In May 2018, Lin Fengguo signed a supplementary agreement with the company and Lin Yongfei, stipulating that the company shall bear the guarantee liability for assisting Lin Fengguo to complete the repayment obligations agreed in the loan contract, and Lin Yongfei shall bear the joint and several guarantee liability for Chen Madi, Zhang QinYong and Lai Xiaoyan to fulfill the above payment obligations. The above payments are overdue. Lin Fengguo applied for arbitration on the above equity transfer dispute, requested Chen Madi, Zhang QinYong and Lai Xiaoyan to pay the transfer price, liquidated damages and relevant arbitration expenses, and requested the company to bear joint and several guarantee liabilities.
After verification by the company, the above guarantee matters have not been deliberated by the board of directors or the general meeting of shareholders of the company, nor have the approval procedures of the company’s seal been fulfilled. Lin Yongfei, the actual controller of the company, the then chairman of the board and the then legal representative of the company, has not been approved by the company
Announcement on the company’s receipt of the letter of exemption from guarantee liability
When the board of directors and the general meeting of shareholders consider and agree, an individual who signs a contract in the name of the company beyond his authority acts as an agent beyond his authority.
On November 17, 2020, the company disclosed the announcement on the progress of cumulative litigation and arbitration cases (Announcement No.: 2020140), which received the award (2019) szz No. 15777 ~ 15779 issued by Guangzhou Arbitration Commission and made an arbitration award on the dispute over equity transfer between Lin Fengguo v. company, Lai Xiaoyan, Zhang QinYong and Chen Madi, Modern group shall bear one-half of the supplementary compensation liability for the debts payable but not paid off by the above three persons. 2、 Main contents of exemption letter
On March 2, 2022, Lin Fengguo issued the exemption letter on supplementary joint and several liability to the listed company, voluntarily agreeing to exempt modern group from supplementary joint and several liability in the case of equity transfer dispute between modern group and the Executees Lai Xiaoyan, Zhang QinYong and Chen Madi respectively. The exemption letter takes effect immediately.
3、 Impact of this exemption of guarantee liability on the company
The cumulative amount of the company’s illegal guarantee is 435709528 yuan. As of the date of this announcement, the company has released the guarantee of 199285000 yuan, and the balance of illegal guarantee is 236424528 yuan, accounting for 31.13% of the latest audited net assets. In the early stage, the company has accrued corresponding estimated liabilities according to the arbitration award results and the provisions of accounting standards. The company will continue to pay attention to the progress of the above matters, carry out corresponding accounting treatment, and timely fulfill the obligation of information disclosure. The information disclosure media designated by the company are China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.), Please pay attention to relevant announcements and pay attention to investment risks.
4、 Documents for future reference
The letter of exemption on supplementary joint and several liability issued by Lin Fengguo.
Modern Avenue Group Co.Ltd(002656) board of directors March 3, 2022
