Letter of concern about Tibet Development Co.Ltd(000752)
Attention letter of the company Department [2021] No. 447 Tibet Development Co.Ltd(000752) the board of directors:
On December 10, 2021, Your company disclosed the announcement on reaching a settlement with Yongdeng County Rural Credit Cooperative Association (hereinafter referred to as the announcement), which said that your company intends to reach a settlement with Yongdeng County Rural Credit Cooperative Association (hereinafter referred to as “Yongdeng Association”) ）Reach a settlement and sign the relevant payment agreement. Zhou wenkun, the director of your company, abstained from voting on the above proposal at the meeting of your company’s board of directors on the grounds that there is insufficient information for decision-making.
According to the announcement, on January 30, 2018 and January 31, 2018, your company, as the payer, issued three e-commerce acceptance bills with your company as the acceptor, totaling 35 million yuan. Due to the refusal of payment, the holder Yongdeng Associated Press issued a notice of recourse and filed a lawsuit with Chengdu Intermediate People’s court, Your company and Sichuan Yongcheng Industrial Development Co., Ltd. (hereinafter referred to as “Yongcheng industry”) ）Repay the holder’s draft amount of 35 million yuan and the interest from July 19, 2018 to the date of actual settlement. On May 6, 2019, the Chengdu Intermediate People’s court considered that the acceptance bill issued in the dispute in this case may fall within the scope of the criminal offence of Wang Chengbo and others, and transferred the case to Lhasa Public Security Bureau for handling, so it ruled to reject the prosecution of the holder; Later, the holder refused and appealed to the higher people’s Court of Sichuan Province. The higher people’s Court of Sichuan Province made a civil ruling (2020) chuanminzhong No. 22, ruling to reject the holder’s appeal. At present, the criminal cases related to creditor’s rights are still in criminal proceedings.
The specific scheme of this payment agreement is that your company, as the payer, agrees to pay 7 million yuan to the holder Yongdeng associated press for three e-commerce acceptance bills. The specific plan is to pay respectively in
Pay 2 million yuan, 2 million yuan and 3 million yuan to Yongdeng associated press within 5 days, 30 days and 60 days after the payment agreement takes effect. If your company fails to perform any payment obligation according to the above payment plan, the holder has the right to require your company to pay all the amount under the contract immediately (7 million yuan), and the holder can also investigate your company’s bill liability according to law.
According to the announcement on the reply of Shenzhen Stock Exchange to the inquiry letter of the company’s semi annual report disclosed on October 29, 2021, your company signed the debt settlement agreement with the creditor Wu Xiaorong on December 30, 2020 in order to promote the resolution of the debt risk caused by historical litigation, and Wu Xiaorong agreed to exempt some debts after signing the agreement, After debt forgiveness, your company shall pay 29.8 million yuan in full to Wu Xiaorong in three installments before August 30, 2021. During the semi annual report of 2021, your company failed to pay on schedule due to fund-raising problems. After consultation with the creditor Wu Xiaorong, Wu Xiaorong obtained the understanding of deferred payment in August 2021. The other party agreed to maintain the amount agreed in the original settlement agreement and extend the payment period of the remaining liabilities of 24.8 million yuan to be paid before May 31, 2022.
Our department is highly concerned about the above situation. Please verify and explain the following matters:
1. Describe in detail the formation time, reasons and background of the three e-commerce acceptances claimed by Yongdeng Associated Press, and the relationship between Yongcheng industry and the above e-commerce acceptances, And explain the specific accounting treatment (including but not limited to the issuance of commercial acceptance bills and interest accrual) of your company in previous years, the expected specific impact on your company’s financial status and operating performance in 2021 after signing the payment agreement, and whether the relevant accounting treatment is in line with the relevant provisions of the accounting standards for business enterprises.
2. In combination with the ruling of rejecting the appeal of the holder Yongdeng associated press made by Sichuan Higher People’s court, explain the reasons and rationality of your company still signing the relevant payment agreement with Yongdeng Associated Press, whether the relevant payment agreement has commercial substance, and whether your company has the right to recourse against other parties.
3. Explain whether the relevant payment agreement signed between your company and Yongdeng associated press has effective conditions; In addition to the payment agreement, whether there are other agreements or agreements between your company, your controlling shareholder, actual controller, directors, supervisors, senior managers and other related parties and Yongdeng associated press. If so, please explain the details, and on this basis, explain the relevant accounting treatment your company intends to make for the payment agreement and whether it complies with the provisions of the accounting standards for business enterprises.
4. Please explain the detailed reasons for your company’s director Zhou wenkun’s abstention, the specific meaning of “insufficient information for decision-making”, and whether your company has provided sufficient information for decision-making to the directors.
5. In combination with the latest progress of the settlement agreement signed by your company for the Wu Xiaorong case in the early stage, explain whether your company has the corresponding ability to pay to Yongdeng Associated Press and Wu Xiaorong on schedule, and whether your company still has the risk of bearing the original execution amount in the future. If so, please specify the specific amount affected and give full risk prompt in time.
Your company is requested to make a written explanation on the above issues, submit relevant explanatory materials to our department for disclosure before December 20, 2021, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws, as well as the stock listing rules, and perform the obligation of information disclosure truthfully, accurately, completely, timely and fairly.
We are writing to inform you that
Shenzhen Stock Exchange listed company management department I
December 15, 2021
