Securities code: Kingfa Sci.& Tech.Co.Ltd(600143) securities abbreviation: Kingfa Sci.& Tech.Co.Ltd(600143) Announcement No.: 2022010 Kingfa Sci.& Tech.Co.Ltd(600143) announcement on litigation
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.
Important content tips:
The litigation stage of the case: the case has been filed and has not yet been heard.
Plaintiff: Kingfa Sci.& Tech.Co.Ltd(600143) .
Defendant 1: Aoyuan Capital Investment Group Co., Ltd.
Defendant 2: Aoyuan Group Co., Ltd.
The third party in the case: Guangdong jin’ao commercial factoring Co., Ltd.
Amount involved: 75644860346 yuan for equity transfer and interest during delayed payment.
Whether it will have a negative impact on the profits and losses of listed companies: the lawsuit has not yet been heard in court. Jinfa Technology Co., Ltd. has applied for property preservation measures, sealed up and frozen some properties of Aoyuan Capital Investment Group Co., Ltd. and Aoyuan Group Co., Ltd. at present, it is impossible to accurately evaluate the impact of the lawsuit on the company’s profits in the current period or after the period.
1、 Basic information of this lawsuit
The plaintiff Kingfa Sci.& Tech.Co.Ltd(600143) (hereinafter referred to as ” Kingfa Sci.& Tech.Co.Ltd(600143) ” or “the company”) was involved in a dispute over the equity transfer contract with the defendant Aoyuan Capital Investment Group Co., Ltd. (hereinafter referred to as “Aoyuan capital”), Aoyuan Group Co., Ltd. (hereinafter referred to as “Aoyuan group”) and the third party Guangdong jin’ao commercial factoring Co., Ltd. (hereinafter referred to as “jin’ao factoring”), Submit an online filing application to Guangzhou intermediate people’s Court on November 26, 2021. The Guangzhou intermediate people’s court decided to file a case for trial on December 3, 2021 and served the notice of case acceptance to the company.
Kingfa Sci.& Tech.Co.Ltd(600143) in order to protect their legitimate rights and interests and reduce the risk of litigation execution, they filed a lawsuit on November 26, 2021 and submitted an application for property preservation to the court, requesting the court to freeze the bank deposits of Aoyuan capital and Aoyuan group of RMB 75644860346 or seal up and detain the property with corresponding value according to law. In order to facilitate the smooth implementation of the property preservation measures of the case and prevent the concealment, transfer or other situations affecting the preservation of the property applied for preservation, In accordance with the then applicable business guidelines for the suspension and exemption of information disclosure of listed companies (the relevant provisions are now incorporated into the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure Affairs) and the relevant provisions of Kingfa Sci.& Tech.Co.Ltd(600143) information disclosure suspension and exemption management system, the information suspension and disclosure procedures have been performed, Suspend the disclosure of the above-mentioned prosecution filing and property preservation application.
On March 3, 2022, the company received the hearing summons served by the court and learned that the court had served the hearing summons to Aoyuan capital by means of announcement service, and the reason for delaying disclosure has been eliminated. Now the specific situation of this lawsuit is announced.
2、 Facts and claims of this lawsuit
(I) case background
Aoyuan capital is a one-man limited liability company established by Aoyuan group on November 3, 2017. The registered enterprise type is limited liability company (wholly owned by foreign-invested enterprise legal person).
On February 9, 2018, Kingfa Sci.& Tech.Co.Ltd(600143) and Aoyuan capital signed the letter of intent on cooperation of the promoters of Guangdong jin’ao commercial factoring Co., Ltd. (hereinafter referred to as the “letter of intent on cooperation of the promoters”), agreeing that Kingfa Sci.& Tech.Co.Ltd(600143) and Aoyuan capital contributed 50% respectively to jointly initiate the establishment of jin’ao factoring, with a registered capital of 600 million yuan. Jin’ao factoring was registered and established on February 27, 2018. The registered enterprise type is other limited liability companies Kingfa Sci.& Tech.Co.Ltd(600143) paid in 300 million yuan in March 2018 Kingfa Sci.& Tech.Co.Ltd(600143) disclosed the announcement of Kingfa Sci.& Tech.Co.Ltd(600143) on participating in the investment and establishment of Guangdong jin’ao commercial factoring Co., Ltd. (Announcement No.: pro 2018003) and the announcement of Kingfa Sci.& Tech.Co.Ltd(600143) on completing the industrial and commercial registration and obtaining the business license of the joint-stock company (Announcement No.: pro 2018006) on February 10, 2018 and March 7, 2018, respectively.
On May 25, 2018, due to the development needs of jin’ao factoring business, Kingfa Sci.& Tech.Co.Ltd(600143) and Aoyuan capital signed the investment increase agreement of Guangdong jin’ao commercial factoring Co., Ltd. (hereinafter referred to as the “investment increase agreement”), which agreed that Kingfa Sci.& Tech.Co.Ltd(600143) and Aoyuan capital increased the investment of 450 million yuan to jin’ao factoring respectively, and Kingfa Sci.& Tech.Co.Ltd(600143) increased the paid in capital by 450 million yuan in May 2018, The accumulated paid in capital contribution is 750 million yuan Kingfa Sci.& Tech.Co.Ltd(600143) disclosed the announcement of Kingfa Sci.& Tech.Co.Ltd(600143) on increasing investment and related party transactions to Guangdong jin’ao commercial factoring Co., Ltd. (Announcement No.: pro 2018024) on May 26, 2018.
In May 2018, Aoyuan group, the controlling shareholder of Aoyuan capital, issued a guarantee confirmation letter to Kingfa Sci.& Tech.Co.Ltd(600143) to ensure the safety of Kingfa Sci.& Tech.Co.Ltd(600143) working capital and income in jin’ao factoring, and promised that if Aoyuan capital failed to purchase the equity of jin’ao factoring held by Kingfa Sci.& Tech.Co.Ltd(600143) as agreed, Aoyuan group would be responsible for the full repayment of Kingfa Sci.& Tech.Co.Ltd(600143) investment principal and investment income to be distributed.
On November 4, 2021, the board of directors and shareholders meeting of jin’ao factoring agreed that Kingfa Sci.& Tech.Co.Ltd(600143) transfer its equity of jin’ao factoring to Aoyuan capital. On the same day, Kingfa Sci.& Tech.Co.Ltd(600143) signed the equity transfer contract of Guangdong jin’ao commercial factoring Co., Ltd. (hereinafter referred to as “equity transfer contract”) with Aoyuan capital, and signed the supplementary agreement on equity transfer contract of Guangdong jin’ao commercial factoring Co., Ltd. (I) (hereinafter referred to as “supplementary agreement”) on November 18, 2021, It is agreed to transfer 50% of the equity of jin’ao factoring company held by the company to Aoyuan capital with reference to the audited net asset value and assessed net value. Aoyuan capital shall pay a full equity transfer amount of 75644860346 yuan to Kingfa Sci.& Tech.Co.Ltd(600143) within 20 days after the equity transfer contract is signed (before November 24, 2021). After signing the equity transfer contract and supplementary agreement, Aoyuan capital failed to pay the equity transfer payment on time, and Aoyuan group failed to fulfill the joint and several payment liability promised in the guarantee confirmation Kingfa Sci.& Tech.Co.Ltd(600143) applied to Guangzhou intermediate people’s court for online filing on November 26, 2021, and was accepted on December 3, 2021.
(II) facts of prosecution
Kingfa Sci.& Tech.Co.Ltd(600143) sued that Kingfa Sci.& Tech.Co.Ltd(600143) signed the equity transfer contract with Aoyuan capital on November 4, 2021, and signed the supplementary agreement to the equity transfer contract (I) on November 18, 2021, stipulating that Kingfa Sci.& Tech.Co.Ltd(600143) will transfer the equity of jin’ao factoring to Aoyuan capital at a price based on the audited net asset value and assessed net value, Aoyuan capital shall pay Kingfa Sci.& Tech.Co.Ltd(600143) a full amount of 75644860346 yuan for equity transfer within 20 days after signing the equity transfer contract (before November 24, 2021) Kingfa Sci.& Tech.Co.Ltd(600143) believes that the failure of Aoyuan capital to pay the equity transfer to Kingfa Sci.& Tech.Co.Ltd(600143) on schedule, the failure of Aoyuan capital, a one-man limited liability company established by Aoyuan group, to fulfill the payment liability promised in the guarantee confirmation letter, has constituted a breach of contract and caused economic losses to Kingfa Sci.& Tech.Co.Ltd(600143) in accordance with the provisions of civil code, contract law, company law, civil procedure law and other laws, This case is hereby filed.
(III) request for prosecution
Based on the above facts and reasons, Kingfa Sci.& Tech.Co.Ltd(600143) claims are as follows:
1. The defendant Aoyuan capital was ordered to pay the plaintiff Kingfa Sci.& Tech.Co.Ltd(600143) the equity transfer amount of 75644860346 yuan and the interest during the delayed payment period (the interest is based on 75644860346 yuan and the annual interest rate is 11%, from November 25, 2021 to the date when the principal and interest are fully paid off).
2. Order the defendant Aoyuan group to bear joint and several liabilities for the above-mentioned debt of the defendant Aoyuan capital. 3. Order that the case acceptance fee of this case shall be borne by the defendant Aoyuan capital and Aoyuan group.
3、 Litigation judgment and ruling
The lawsuit is still in the stage of filing and acceptance, and has not yet been heard in court. The substantive handling result of the case has yet to be decided by the court after hearing according to law. So far, the progress of the case is as follows:
On November 26, 2021, the company submitted an online filing application to Guangzhou intermediate people’s court and submitted an application for property preservation at the same time.
On December 3, 2021, Guangzhou intermediate people’s court served the notice of accepting the case to the company and decided to file the case for trial.
On December 27, 2021, Guangzhou intermediate people’s court made a civil ruling (2021) Yue 01 min Chu No. 2540, granting the application for property preservation filed by Kingfa Sci.& Tech.Co.Ltd(600143) and ruling to “freeze 75644860346 yuan of bank deposits of the respondent Aoyuan Capital Investment Group Co., Ltd. and Aoyuan Group Co., Ltd., or seal up and detain their assets of corresponding value”, Then transfer to the preservation for execution. According to the above ruling, the Guangzhou intermediate people’s court successively sealed up or frozen Aoyuan capital and some properties of Aoyuan group with respect to the property preservation clues provided by Kingfa Sci.& Tech.Co.Ltd(600143) from December 2021 to February 2022. If the amount of newly added property preservation measures applied for by the court is insufficient, the actual amount of newly added property preservation measures will be increased as of now. After the Guangzhou intermediate people’s court implemented the above property preservation measures, Kingfa Sci.& Tech.Co.Ltd(600143) received the court hearing summons on March 3, 2022, informing that the case will be heard on April 22, 2022. If the case is complex, the hearing date determined by the summons may be changed to evidence exchange.
4、 The impact of this lawsuit on the company’s current or future profits
The lawsuit is still in the stage of filing and acceptance and property preservation, and has not yet been heard in court. The substantive handling results of the case have yet to be decided by the court after hearing according to law. At present, it is impossible to accurately predict and completely evaluate the impact of the litigation and case handling results on the current or future profits of the company.
5、 Risk tips and others
This litigation case is still in the stage of filing and acceptance, and has not yet been heard in court. The substantive handling result of the case has yet to be decided by the court after hearing according to law. Although the company has filed an application for property preservation at the time of prosecution, up to now, the amount of property actually preserved by the court is not enough to apply for preservation, and the frozen or sealed up property may have difficulty in realizing in the future. The litigation risks related to the handling process and judgment results of this litigation case exist objectively, which reminds investors to pay attention to investment risks.
The company will make every effort to take various measures to require Aoyuan capital and Aoyuan group to fulfill their debts, pay the price of equity transfer, or provide effective property to offset their debts, so as to safeguard the legitimate rights and interests of the company to the greatest extent.
The company will disclose the follow-up progress of the lawsuit or the handling of the case according to law.
It is hereby announced.
Kingfa Sci.& Tech.Co.Ltd(600143) board of directors March 4, 2002
