Securities code: Boomsense Technology Co.Ltd(300312) securities abbreviation: ST bangxun Announcement No.: 2022026 Boomsense Technology Co.Ltd(300312)
Announcement on reply to inquiry letter of Shenzhen Stock Exchange
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.
Special tips:
Zhong Xuqiang, the company's illegal secured creditor, sent a written document to Shenzhen Stock Exchange, believing that the announcement on partial debt exemption disclosed by the company on January 6, 2022 was inconsistent with the facts and suspected of misleading statements. Therefore, there is still uncertainty about whether the guarantee liability of the company can be relieved.
The company has accrued an estimated liability of 2894351978 yuan for the guarantee. Due to the uncertainty of whether the guarantee liability can be relieved, the company will conduct corresponding accounting treatment according to the progress of the above events, and the impact of the matter on the company shall be subject to the audit confirmation results of the audit institution.
Boomsense Technology Co.Ltd(300312) (hereinafter referred to as "company" or "bangxun company") received the inquiry letter on Boomsense Technology Co.Ltd(300312) (GEM inquiry letter [2022] No. 21) (hereinafter referred to as "inquiry letter") issued by Shenzhen Stock Exchange on February 22, 2022, asking the company to verify and explain relevant matters. After receiving the inquiry letter, the company attached great importance to it and immediately organized relevant departments to verify the matters involved in the inquiry letter one by one. The reply to the inquiry letter is hereby announced as follows:
Recently, our department received the report materials, reflecting that the announcement on partial debt exemption (Announcement No.: 2022002) disclosed by your company on January 6, 2022 is inconsistent with the facts and suspected of misleading statements. Our department is highly concerned about this. Please verify the following problems and provide written instructions:
1. As disclosed in the above announcement of your company, the creditor issued an irrevocable exemption commitment letter to your company on January 1, 2022 and promised not to require your company to assume any joint and several guarantee liability or perform any other obligations for the performance of all obligations under the loan contract (Contract No.: fn18010501) signed by Zhang Qingwen and him in any way; The exemption is unilateral, unconditional, irrevocable and irrevocable. However, the informant reported that he only agreed to exempt the debts of your company on the premise that his own rights and interests were protected, rather than unconditionally exempt the debts of your company.
Please supplement the specific process and details of signing the above irrevocable exemption commitment letter, and explain whether, in addition to the irrevocable exemption commitment letter, your company and the actual controller explain the reasons why the creditor agrees to exempt the debt and the commercial rationality of unconditional exemption in terms of protecting the rights and interests of the creditor. Ask a lawyer to check and express clear opinions.
reply:
(1) Specific process and details of the company signing the above irrevocable exemption commitment letter
On December 20, 2021, Zhang Qingwen, the chairman of the company, entrusted Chen Zheng, the lawyer of Beijing Bairui law firm, to negotiate with Zhong Xuqiang, the creditor, on the exemption of the company's guarantee liability. On December 22, 2021, Chen Zheng arrived at Baiye company of Shenzhen Rongchao economic and Trade Center. Zhong Xuqiang didn't come forward, but lawyers Chen Shuiming and Zhou Junbo came forward. Chen Shuiming, Liu, Ma, Liao Jicong and others claimed that they were the actual investors who lent money to Zhang Qingwen, so they negotiated. Chen Shuiming and others proposed that the adult children of the principal debtor Zhang Qingwen should be guaranteed to replace the guarantee of the listed company. The two sides failed to reach an agreement on this, and Chen Zheng returned to Beijing on December 23.
Since then, Zhang Qingwen entrusted his friend Zhang to continue to communicate with Zhong Xuqiang. Zhong Xuqiang has basically agreed to issue the irrevocable exemption commitment letter. Zhang Yiming, as an adult child of Zhang Qingwen, also agreed to replace the guarantee in the guarantee contract signed between the listed company and Zhong Xuqiang on January 5, 2018 by providing his own guarantee. If the listed company enters bankruptcy liquidation proceedings, Then Zhang Yiming shall bear the guarantee responsibility for the liquidated creditor's rights corresponding to Zhong Xuqiang's exemption from the debts of the listed company and confirmed by the bankruptcy liquidation procedure (that is, the part that should be paid off by the listed company to Zhong Xuqiang determined by the liquidation group according to the sequence and proportion of the bankruptcy legal liquidation procedure).
On December 30, 2021, the company entrusted lawyer Yan Junhua of Beijing Kangda law firm to go to Shenzhen and arrive at No. 4028, Jintian Road, Futian District, Shenzhen to further communicate with Chen Shuiming and others. Finally, both parties agreed that if the debtor Zhang Qingwen compensated the creditor Zhong Xuqiang for 500000 yuan at the same time, Zhang Yiming, Zhang Qingwen's child, provided a guarantee in the form of a letter of commitment and provided real estate and social security certificates from Beijing, Shanghai, Guangzhou, Shenzhen, Fujian and other places. Zhong Xuqiang signed the letter of commitment on irrevocable exemption and fulfilled the corresponding commitments.
Zhang Qingwen, the debtor, entrusted Gao Haoliang, an employee of the company, to remit money into Zhong Xuqiang's account in two transactions (the first 150000 yuan and the second 350000 yuan) on December 31, 2021 and January 1, 2022, respectively. On the afternoon of December 31, 2021, the letter of commitment issued by Zhang Yiming was signed by video in Beijing after being examined and approved by the other party. After Chen Shuiming and others inquired about Zhang Yiming's real estate and social security certificate, they agreed that Zhong Xuqiang signed the irrevocable exemption commitment letter. So far, the two sides have completely reached an agreement.
On the afternoon of January 1, 2022, lawyer Yan Junhua went to Zhong Xuqiang's location and witnessed Zhong Xuqiang personally sign the irrevocable exemption commitment letter. After Zhong Xuqiang signed, he handed the irrevocable exemption commitment letter to lawyer Yan Junhua on the spot. Lawyer Yan Junhua recorded a video of Zhong Xuqiang's signing process. Before the two sides separated, Zhong Xuqiang informed lawyer Yan Junhua that after the original of the irrevocable exemption commitment letter was delivered to Shenzhen, his lawyer and lawyer Yan Junhua would go to Beijing for handover. At that time, Zhang Yiming, Zhang Qingwen's child, would deliver the original of the guarantee commitment letter to his lawyer. Zhong Xuqiang asked lawyer Yan Junhua to take photos and send them back to the listed company for filing. Lawyer Yan Junhua immediately took a photo of Zhong Xuqiang holding the irrevocable exemption commitment letter in both hands, and a group photo of Zhong Xuqiang's ID card and the irrevocable exemption commitment letter.
On the afternoon of January 2, 2022, lawyer Yan Junhua returned to Beijing. At this time, lawyer pan entrusted by creditor Zhong Xuqiang had arrived in Beijing. However, before Yan Junhua's law firm took off by plane, he received a call from Chen Shuiming asking Zhang Yiming to modify the guarantee commitment letter and change the guarantee liability from replacing the guarantee liability of the listed company signing the guarantee contract to bear all the guarantee liability for the principal and interest of the creditor's rights. The two sides failed to reach an agreement on this. Both parties only delivered the signed electronic information materials, including the photos taken after Zhong Xuqiang and Zhang Yiming signed the letter of commitment and the video materials recorded when signing the letter of commitment, without handing over the original paper version of the letter of commitment. The company has not obtained the original paper version of the letter of commitment for irrevocable exemption.
(2) Explain whether your company and the actual controller have reached other agreements or interest arrangements with them on matters such as protecting the rights and interests of creditors, in addition to the irrevocable exemption commitment letter. If so, please disclose in detail; If not, please explain the reasons why the creditor agrees to exempt the debt and the commercial rationality of unconditional exemption.
The company and its controllers have not reached other agreements or interest arrangements with creditors on matters such as protecting the rights and interests of creditors. The reason why the creditors agreed to exempt the company's guarantee liability is that they put forward two requirements to the actual controller of the company, which have been met: one is to pay 500000 yuan in cash to the creditors; Second, the children of Zhang Qingwen replace the original guarantee responsibility of the listed company to creditors. After both requirements are met, the creditor agrees to issue the irrevocable exemption commitment letter.
For the creditors, the company only guarantees the guarantee liability. Although the creditors have issued the irrevocable exemption commitment letter, the creditors' claims have not been impaired. Although the creditor unconditionally exempted the company's guarantee liability, he also received the unlimited joint and several liability guarantee issued by Zhang Yiming, the child of Zhang Qingwen, the actual controller of the company, and another 500000 yuan in cash. This transaction complies with the principles of equality, voluntariness and fairness stipulated in Articles 4, 5 and 6 of the civil code.
Lawyer's reply:
Bangxun company and its controller have not reached any other agreement or interest arrangement with creditors on the protection of creditors' rights and interests. The reason why the creditor agreed to exempt the guarantee liability of bangxun company is that it has put forward two requirements to the actual controller of bangxun company, which have been met: one is to pay 500000 yuan in cash to the creditor; Second, the children of Zhang Qingwen shall provide the same guarantee responsibility. The creditor agrees to issue the letter of commitment for irrevocable exemption only after both requirements are met.
For creditors, bond news company only guarantees the guarantee liability. Although the creditor has issued the irrevocable exemption commitment letter, the creditor's creditor's rights have not been impaired. Although the creditor unconditionally exempted the guarantee liability of bangxun company, he also received the unlimited joint and several liability guarantee issued by Zhang Yiming, the child of Zhang Qingwen, the actual controller of bangxun company, and another 500000 yuan in cash. This transaction complies with the principles of equality, voluntariness and fairness stipulated in Articles 4, 5 and 6 of the civil code.
2. The above announcement and filing documents show that the creditor promises to submit a written request not to pursue or enforce the relevant responsibilities and property of your company to the court or arbitration tribunal within 5 days from the effective date of the letter of commitment. However, the informant reported that there are still serious differences between you on the specific details of creditor's rights and debts, and you have not provided the original of the irrevocable exemption commitment letter to your company; As of the date of the letter of complaint, the arbitration case was still enforced by the Beijing No. 1 Intermediate People's court and was not paid off or exempted.
(1) Please explain the specific situation and current progress of your differences on the details of creditor's rights and debts as of the disclosure date of the announcement, and whether you have obtained the original of the irrevocable exemption commitment letter issued by the creditor. If not, please further explain that if the creditor explicitly refuses to provide the original of the irrevocable exemption commitment letter to your company, Whether the exemption matters agreed in the irrevocable exemption commitment letter still have legal effect and its judgment basis. If there is a dispute, can your company raise a defense.
reply:
As of the disclosure date of the announcement, the two sides have no differences on the creditor's rights and debts themselves. The two sides have fully reached an agreement when signing the irrevocable exemption commitment letter and guarantee commitment letter. If there is disagreement, it will not be signed. Only on the second day after the irrevocable exemption commitment letter and the guarantee commitment letter were signed and came into force by both parties, Chen Shuiming of the creditor proposed to modify the guarantee scope of Zhang Yiming from replacing the guarantee liability of the listed company signing the guarantee contract to assume full guarantee liability for the principal and interest of the creditor's rights. On this, the two parties had differences, No agreement was reached.
After the irrevocable exemption commitment letter is signed and delivered, the creditor requests the original paper version on the ground that lawyers are required to deliver it to Beijing together. On the second day after the irrevocable exemption commitment letter is signed and takes effect, the creditor refuses to deliver the original paper version if it requests to change and add Zhang Yiming's guarantee scope is not met. As of the date of announcement disclosure, The company has not obtained the original paper version of the letter of commitment for irrevocable exemption.
On January 1, 2022, Zhong Xuqiang met with lawyer Yan Junhua. Zhong Xuqiang signed the irrevocable exemption commitment letter in the presence of the lawyer. At the same time, the lawyer took photos and recorded video materials. The company made an announcement according to the irrevocable exemption commitment letter signed by the creditor, Although at present, the company has only obtained the electronic information materials signed by both parties (including the photos taken after Zhong Xuqiang and Zhang Yiming signed the letter of commitment and the video materials recorded when signing the letter of commitment). Although the paper version of the irrevocable exemption commitment letter is requested by the creditor, the company believes that the irrevocable exemption commitment letter has taken legal effect in accordance with the law after consulting a lawyer. If the creditor fails to fulfill the obligations of the irrevocable exemption commitment letter, the company can appeal to the court for settlement to safeguard its legitimate rights and interests. If there is a dispute between the creditor and the company, the company can defend according to the facts found out by the lawyer and relevant legal provisions.
In this case, whether the letter of commitment for irrevocable exemption has legal effect or not shall be subject to the ruling of the arbitration tribunal or the court. Investors should not make investment decisions based on this. Here is a reminder.
(2) Please clarify whether there are conditions for the effectiveness of the letter of commitment for irrevocable exemption, and clearly state whether the letter has become effective and its judgment basis.
On January 1, 2022, Zhong Xuqiang met with lawyer Yan Junhua. Zhong Xuqiang signed the letter of commitment for irrevocable exemption in the presence of the lawyer. At the same time, the lawyer took photos and recorded video materials. Article 7 of the letter of commitment on irrevocable exemption signed by Zhong Xuqiang shows that the letter of commitment will come into force from the date of my signature. The promisor has Zhong Xuqiang's signature and the signing date is December 31, 2021. Therefore, the company believes that although the creditor has not delivered the original paper version, the company's failure to obtain the original is not equivalent to failure to take effect. Therefore, according to the electronic documents related to the irrevocable exemption commitment letter, the commitment letter has no other effective conditions except the above effective conditions.
(3) Please explain whether the creditors of your company have submitted a written request to the court or arbitration tribunal not to investigate or enforce the relevant responsibilities and property of your company, as well as the progress of the above cases as of the date of announcement and disclosure, and whether they are still enforced by Beijing No. 1 Intermediate People's court.
reply:
At present, the creditor has not submitted a written request to the court not to enforce the relevant responsibilities and property of the company in accordance with the commitment in the irrevocable exemption commitment letter. At present, the cases involved in the irrevocable exemption commitment letter are still enforced by Beijing No. 1 Intermediate People's court.
Opinions of independent directors:
According to the legal opinion issued by Beijing Bairui law firm, bangxun company has entrusted lawyer Yan Junhua to reach an agreement with creditor Zhong Xuqiang, and Zhong Xuqiang has personally signed the irrevocable exemption commitment letter. The video of the signing process was recorded and the photos of the irrevocable exemption commitment letter held by Zhong Xuqiang (including ID card) were taken. However, in the end, the above videos and photo materials were only given to lawyer Yan Junhua, and the paper original of the irrevocable exemption commitment letter was not given to the other party. As an external director, I did not participate in the negotiation process. As for whether the irrevocable exemption commitment letter has legal effect and effective conditions in this case, I am unable to express my opinion. The ruling of the arbitration tribunal or the court shall prevail.
Lawyer's reply:
Judging from the videos, photos and other contents of signing the irrevocable exemption commitment letter and guarantee commitment letter provided by bangxun company, lawyer Yan Junhua and Zhang Yiming, the written form conforming to the above legal provisions is the true meaning of both parties
