Securities code: 600112 stock abbreviation: * ST Tiancheng Announcement No.: pro 2021-141 Guizhou Changzheng Tiancheng Holding Co.Ltd(600112)
With regard to the reply announcement to the inquiry letter of Shanghai Stock Exchange, 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.
On December 10, 2021, Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) (hereinafter referred to as “the company”) received the inquiry letter on Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) solving some capital occupation matters through debt restructuring (SSE Gong Han [2021] No. 2997, hereinafter referred to as “the inquiry letter”) issued by the management department of listed companies of Shanghai Stock Exchange. The company attaches great importance to and actively organizes relevant parties to the inquiry letter The questions involved in the inquiry are implemented one by one. The replies to the questions related to the inquiry letter are as follows:
Question 1: the announcement said, Tiandi Heming Technology Group Co., Ltd. (hereinafter referred to as Tiandi Heming) and Shenzhen SDIC commercial factoring Co., Ltd. (hereinafter referred to as SDIC) signed the asset replacement agreement and transferred the creditor’s rights of 78.8074 million yuan enjoyed by SDIC to the company. SDIC has sent a notice of creditor’s rights transfer to the company on December 6, 2021. The company and relevant parties are requested to make supplementary disclosure: (1) The specific reasons for the formation and capital flow of the company’s 78.8074 million yuan to SDIC, whether the loan is actually invested in the daily production and business activities of the company and relevant subsidiaries, whether the financing fund actually flows to major shareholders and their related parties, and whether it constitutes capital occupation; (2) asset replacement agreement signed between Tiandi Heming and SDIC And relevant supplementary agreements, including the consideration of Tiandi Heming’s assignment of SDIC’s creditor’s rights, the effective conditions and termination conditions of the agreement, the relevant arrangements for creditor’s rights delivery, and the current performance of the asset replacement agreement; (3) In combination with the answers to the above questions, verify whether Tiandi Heming has become a legal creditor of the company. Ask a lawyer to express his opinions on relevant issues.
reply:
(1) On June 15, 2017, Beihai Yinhe switchgear Co., Ltd. (hereinafter referred to as “Yinhe switch”), a wholly-owned subsidiary of the company, signed the state-owned factoring business contract with Shenzhen SDIC commercial factoring Co., Ltd. (hereinafter referred to as “SDIC”) (Contract No.: gtbl-yhkg-201706-1), the factoring financing amount is RMB 50 million and the factoring financing period is 12 months. The financing under the contract is used to supplement the enterprise’s working capital and daily production and operation activities. On the same day, SDIC signed the guarantee contract (Contract No.: gtbl-yhkg-201706-1 Bao Zi No. 2) with the company in the form of joint and several liability guarantee.
As Galaxy switch failed to repay the factoring financing funds, interest and other expenses of SDIC on schedule, SDIC filed a lawsuit against Galaxy switch and the company to the court. Shenzhen intermediate people’s Court issued civil judgments (2018) Yue 03 min Chu No. 4075 and (2019) Yue 03 min Chu No. 1971 on December 11, 2020 and October 23, 2020, respectively.
According to the state-owned factoring business contract (Contract No.: gtbl-yhkg-201706-1), the guarantee contract (Contract No.: gtbl-yhkg-201706-1 Bao Zi No. 2) and the civil judgment (2018) Yue 03 min Chu No. 4075 and (2019) Yue 03 min Chu No. 1971 made by Shenzhen intermediate people’s court, beiyashi Asset Appraisal Office (special general partnership) issued《 Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) asset evaluation report on the value of debt involved in the proposed debt restructuring (North Asia review Zi [2021] No. 01-981), as of November 30, 2021, the company and Yinhe switch should return the principal 49550000 yuan, interest 21975425 yuan, liquidated damages 6721025 yuan, case acceptance fee, preservation guarantee fee and lawyer’s fee 560946.46 yuan, with a total debt of 78807396.46 yuan.
According to the verification of the company, all the financing funds were used for daily production and operation activities such as payment of Galaxy switch payment, Bill deposit and cashing of bill due exposure, and did not flow to the shareholder Galaxy Tiancheng Group Co., Ltd. (hereinafter referred to as “Galaxy Group”) and its affiliates, and no capital occupation was formed.
(2) The asset replacement agreement is signed by Tiandi Heming, SDIC and Anshan Henglong mall Investment Co., Ltd. (hereinafter referred to as “Anshan Henglong”) ）The three parties agree and sign. Suzhou tianxinmai Enterprise Management Co., Ltd. and Suzhou Xinfang dust-free Technology Co., Ltd. hold 55% and 21% of Anshan Henglong respectively, and Tiandi Heming holds 92.31% and 95.24% of Suzhou tianxinmai Enterprise Management Co., Ltd. and Suzhou Xinfang dust-free Technology Co., Ltd. respectively. Tiandi Heming is the actual controller of Anshan Henglong.
According to Article 1 of the asset replacement agreement, Tiandi Heming’s consideration for accepting SDIC’s creditor’s rights is: “SDIC replaces Tiandi Heming’s property registered in the name of Anshan Henglong in Anshan Yongkang electromechanical hardware and building materials City, Anshan City, Liaoning Province, with its creditor’s rights under (2019) Yue 03 Min Chu No. 1971 and (2018) Yue 03 min Chu No. 4075 civil judgment”; According to Article 11.4 of the agreement, the effective conditions of the agreement are: “the contract shall come into force after being signed or sealed by the legal representatives, principals or authorized representatives of all parties and stamped with the official seal or special seal for contract”; According to Article 2.5 of the agreement, the termination condition is: “if Anshan Henglong fails to register the property right change of the real estate with a total area of 11328.80 square meters in the name of SDIC (or its designated party) within 60 days after the signing of this agreement, the asset restructuring will be terminated, or SDIC and Tiandi Heming will negotiate a transaction plan separately”; According to the supplementary agreement signed by both parties on December 6, 2021, Party A and Party B agree to continue to perform the main agreement through negotiation; With regard to the arrangement of creditor’s rights delivery, after all changes of the real estate with a total area of 11328.80 square meters agreed in the agreement are registered in SDIC, it shall be deemed that the transfer of creditor’s rights delivery is completed, At the same time, SDIC shall notify the debtor and the guarantor when delivering the creditor’s right certificate (one original of the judgment and one set of copies of the corresponding litigation evidence materials) to Tiandi Heming. At present, the real estate delivery procedures agreed in the asset replacement agreement signed by Tiandi Heming, SDIC and Anshan Henglong have been completed, and SDIC has obtained the real estate registration certificate of all the delivered real estate.
(3) Recently, the company received the notice letter on the transfer of creditor’s rights issued by SDIC, informing the company that the obligations and liabilities undertaken by the company as a debtor under the civil judgment (2019) Yue 03 min Chu No. 1971 and (2018) Yue 03 min Chu No. 4075 should be performed to Tiandi Heming (new creditor), and Tiandi Heming has become a legal creditor of the company.
Verification opinions of lawyers of Beijing Zhonglun (Chongqing) law firm:
According to the information and instructions provided by Tiancheng holdings and verified by our lawyers, our lawyers believe that as of the date of issuance of this legal opinion, By signing the asset replacement agreement and the supplementary agreement, SDIC transferred all the creditor’s rights under the civil judgment ((2019) Yue 03 min Chu No. 1971 and (2018) Yue 03 min Chu No. 4075) to Tiandi Heming; according to the notice on debt right transfer issued by SDIC to Tiancheng holdings, all the creditor’s rights have been settled; the above-mentioned creditor’s rights do not exist Under the circumstances that article 545 of the civil code of the people’s Republic of China stipulates that it is not allowed to transfer, SDIC may transfer its creditor’s rights over Tiancheng holdings to Tiandi Heming; Moreover, SDIC has notified Tiancheng holding of the transfer of creditor’s rights, and Tiandi Heming has become the legal creditor of Tiancheng holding.
Question 2: the announcement said that Tiandi Heming, Galaxy Group and the company signed the creditor’s right and debt compensation agreement to offset part of the company’s debt to Tiandi Heming with part of the company’s creditor’s rights to Galaxy Group. The company and relevant parties are requested to make supplementary disclosure: (1) Tiandi Heming and the company’s former controlling shareholder Galaxy Group, the former actual controller Pan Qi, and the current largest shareholder Guangxi railway development investment fund (limited partnership) whether there is an association or concerted action relationship between them, whether there is an undisclosed agreement or arrangement, and Liu Keyang and Tiandi Heming’s motivation and intention to help Galaxy Group solve the occupation of some funds; (2) if there is a relevant agreement or arrangement between the above-mentioned related parties, whether it will affect the income recognition of this debt restructuring; (3) Quantitatively analyze the specific impact of this debt restructuring on the company’s finance. Please ask the accountant to express his opinions on relevant issues.
reply:
(1) On June 5, 2020, Mr. Liu Keyang was elected as a director of Galaxy Biomedical Investment Co.Ltd(000806) (stock code 000806, hereinafter referred to as “Galaxy biology”), and on February 26, 2021, Mr. Liu Keyang was elected as a director of the company. Galaxy Group is the original controlling shareholder of the company and Galaxy biology, and Pan Qi is the actual controller of galaxy group. The signing agreement on controlling shareholders disclosed by Galaxy biology on July 28, 2021
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Suggestive announcement of (Announcement No.: 2021-082), Mr. Liu Keyang and Galaxy Group are acting in concert; Zhao Aiyin, the controlling shareholder of Tiandi Heming company, is Mr. Liu Keyang’s immediate family member, and Tiandi Heming forms a strategic partner with Galaxy Group; Mr. Liu Keyang and Tiandi Heming form an associate with Galaxy Group, the former controlling shareholder and Pan Qi, the former actual controller of the company.
Mr. Liu Keyang and Tiandi Heming have no relationship with Guangxi Railway Development Investment Fund (limited partnership) (hereinafter referred to as “Guangxi railway investment”), the company’s largest shareholder.
Mr. Liu Keyang has obtained the entrusted voting right of Galaxy biology and become the actual controller of Galaxy biology, but has not obtained the equity of Galaxy biology yet. At present, the financial situation of Galaxy Group continues to deteriorate and the risk is high. As the concerted action person and strategic partner of Galaxy Group, Mr. Liu Keyang and Tiandi Heming need the strong support and help of galaxy group and its actual controller to gradually resolve the risks and problems of galaxy group. Only when Mr. Liu Keyang and Tiandi Heming can gradually obtain the equity of Galaxy biology, This is closely related to the interests of Mr. Liu Keyang and Tiandi Heming. Galaxy Group’s occupation of the company’s funds and illegal guarantee is one of the major risk problems of galaxy group. This debt restructuring is an important condition for Mr. Liu Keyang and Tiandi Heming to obtain the strong support of galaxy group and its controllers.
(2) Except for the above matters and disclosed matters, there is no agreement or arrangement between the above parties that should be disclosed but not disclosed, which will not affect the income recognition of this debt restructuring.
(3) For the confirmed capital occupation, the company has fully accrued the credit impairment loss. After the completion of the non operating capital occupation of galaxy group by means of debt transfer, the balance of the company’s non operating capital occupation decreased by 48807396.46 yuan, the company’s liabilities decreased by 48807396.46 yuan, and the company’s net assets increased by 48807396.46 yuan.
Of which:
Asset account:
Other receivables – Galaxy Tiancheng Group Co., Ltd. decreased by 48807396.46 yuan;
Bad debt provision – other receivables decreased by 48807396.46 yuan;
Liability account:
Short term loan – Shenzhen SDIC commercial factoring Co., Ltd. (principal) decreased by 49550000.00 yuan; interest payable – Shenzhen SDIC commercial factoring Co., Ltd. (interest and liquidated damages) decreased by 28696450.00 yuan;
Other payables – Shenzhen SDIC commercial factoring Co., Ltd. decreased by 560946.46 yuan;
Other payables – Tiandi Heming Technology Group Co., Ltd. increased by 30000000.00 yuan.
Shareholders’ equity account:
Profit distribution – undistributed profit increased by 48807396.46 yuan
CPA opinion of China Audit Asia Pacific Certified Public Accountants (special general partnership):
(1) After the company offset the non operating funds occupied by the former controlling shareholder Galaxy Group by way of creditor’s rights and debts, the balance of non operating funds occupied by galaxy group decreased by 48807396.46 yuan, the company’s liabilities decreased by 48807396.46 yuan, and the company’s net assets increased by 48807396.46 yuan. Of which:
Asset account:
Other receivables – Galaxy Tiancheng Group Co., Ltd. decreased by 48807396.46 yuan;
Bad debt provision – other receivables decreased by 48807396.46 yuan;
Liability account:
Short term loan – Shenzhen SDIC commercial factoring Co., Ltd. (principal) decreased by 49550000.00 yuan;
Interest payable – Shenzhen SDIC commercial factoring Co., Ltd. (interest and liquidated damages) decreased by 28696450.00 yuan;
Other payables – Shenzhen SDIC commercial factoring Co., Ltd. decreased by 560946.46 yuan;
Other payables – Tiandi Heming Technology Group Co., Ltd. increased by 30000000.00 yuan.
The shareholders’ equity account (undistributed profit) increased by 48807396.46 yuan.
(2) Because China audit Hua Certified Public Accountants (special general partnership) issued an audit report (CAC Zheng Shen Zi [2021]) on the full provision for bad debts of the company’s related parties in 2020 No. 0275), we still need to implement audit procedures to further verify the matters of withdrawing bad debt reserves from the funds occupied by related parties. Therefore, we are unable to express our opinion on the specific classification amount of undistributed profits at the beginning of the company’s financial statements and profits in the current period affected by the company’s creditor’s rights and debt offset transaction involving the reversal of bad debt reserves of 48807396.46 yuan.
Question 3: the announcement said that the purpose of this debt restructuring is to partially solve the funds of listed companies occupied by Galaxy Group. The company and related parties are requested to make supplementary disclosure: (1) whether this method complies with the “funds occupied by related parties of listed companies shall be paid off in cash in principle” in the notice of China Securities Regulatory Commission and state owned assets supervision and Administration Commission of the State Council on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies and other documents And other relevant requirements; (2) Whether the relevant procedures to be performed to solve some fund occupation through debt restructuring have been completed; (3) whether the debt restructuring is a practical measure to solve the problem of fund occupation; (4) for the unresolved problems of fund occupation and illegal guarantee, the follow-up solutions and progress of the company and relevant parties.
reply:
(1) Score of the subject matter of this transaction
