Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022015 Neoglory Prosperity Inc(002147)
Announcement on the partial supplementary Reply of Shenzhen Stock Exchange to the company’s concern letter
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. Special tips:
The announcement on the reply of Shenzhen Stock Exchange to the letter of concern of the company is still a phased reply. There are still matters such as debt exemption and the performance of the earnest money settlement agreement under verification. In the follow-up, we will make a supplementary reply in time after verifying the relevant situation, and fulfill the obligation of information disclosure in time.
Neoglory Prosperity Inc(002147) (hereinafter referred to as “the company” or “the company”) received the notice on Neoglory Prosperity Inc(002147) issued by Shenzhen Stock Exchange on February 7, 2022 (company Department notice [2022] No. 122). The company made periodic replies to the relevant matters in the notice, For details, please refer to the announcement on the periodic Reply of Shenzhen Stock Exchange to the company’s concern letter disclosed on February 19, 2022 (Announcement No.: 2022013).
Today, the company received the legal opinion of Shanghai jintiancheng law firm on matters related to the company’s reply to the letter of concern of Shenzhen Stock Exchange. Now the relevant contents are supplemented and announced as follows:
Item 1: the announcement shows that your company’s non recurring profit and loss accounted for a large proportion of net profit in 2021, mainly from debt restructuring and debt forgiveness. In 2021, your company reached a debt restructuring agreement with some creditors such as Nanjing xipuyuan Business Consulting Management Co., Ltd., resulting in a debt restructuring income of 1.049 billion yuan. At the end of 2021, Zhejiang Zheshang Asset Management Co., Ltd. issued a letter to your company exempting part of the guarantee liability. Accordingly, your company reduced the estimated liabilities by 784 million yuan and recognized the corresponding restructuring income. In 2021, due to fulfilling the China Zheshang Bank Co.Ltd(601916) compliance guarantee obligations, your company reduced the estimated liabilities by 950 million yuan, and the guaranteed real estate was auctioned by the judiciary, resulting in other income of 460 million yuan. Please your company:
(1) List the debt restructuring agreement, settlement agreement and receipt of debt relief letter signed or effective during the reporting period one by one, including but not limited to the name of creditors, related relationship, causes and amount of debt, debt restructuring or relief arrangement (repayment time, amount and method), timely effective conditions, cancellation or change terms (if any) As of the end of the reporting period, the implementation progress, whether there are other agreements or potential arrangements between your company and relevant parties, and whether the proper review and disclosure procedures have been performed in a timely manner. Ask a lawyer to check and express clear opinions.
Lawyer’s reply:
After verification by our lawyers, during the reporting period, Xinguang Yuancheng signed debt settlement / mediation agreements with Nanjing xipuyuan Business Information Consulting Co., Ltd., Lu Guizhen, Fang Wenxiao, Huarong Securities Co., Ltd. and Shanghai baomei Consulting Management Co., Ltd., and received Shanghai baomei Consulting Management Co., Ltd., Zhejiang Zheshang Asset Management Co., Ltd., Wan Haobo The debt exemption letter issued by Shanghai Honghao Trading Co., Ltd. is as follows:
1、 The signing of settlement agreement between Huarong securities and Xinguang Yuancheng
(I) financial borrowings between Huarong securities and Xinguang Yuancheng, Jiande Xinyue, Xinguang building materials, Wanxia real estate, Yu Yunxin and Zhou Xiaoguang
With regard to the above matters, our lawyers have performed the following verification procedures:
1. Consulted the civil judgment (2019) zhe 07 min Chu No. 381 and relevant execution ruling made by Jinhua intermediate people’s Court of Zhejiang Province;
2. Reviewed the settlement agreement and supplementary agreement numbered 2016s0122001 signed by Huarong securities, Xinguang Yuancheng and other relevant parties;
3. Checked the transfer voucher related to the cash repayment of xinguangyuan for the performance of the settlement agreement;
4. Consulted the relevant housing sales contracts and invoices of the real estate involved in the performance of the above settlement agreement by xinguangyuan;
5. Visit the real estate registration window of Yiwu administrative service center on site to check the filing of housing sales contract and property right registration of mortgaged real estate;
6. Check the documents related to the public information disclosure of the debt of xinguangyuan;
7. Log in to the national enterprise information credit publicity system, enterprise check and other websites to check the public information related to creditors.
8. Video interview with relevant project leaders of Huarong securities.
After verification, the relevant information of the loan and the signed settlement agreement is as follows:
Project content
Creditor Name: Huarong Securities Co., Ltd
The lawyers of this firm log in to the national enterprise information and credit publicity system, enterprise check and other websites to check the list of directors, supervisors and senior managers of Huarong securities and Xinguang Yuancheng and their foreign investment, and check the relevant letters publicly disclosed by Xinguang Yuancheng
According to the information document and the interview with the person in charge of relevant projects of Huarong securities, there is no correlation between Huarong securities and Xinguang Yuancheng.
On April 25, 2020, Huarong securities and Xinguang Yuancheng, Jiande Xinyue, Xinguang building materials, Wanxia real estate, Yu Yunxin and Zhou Xiaoguang made a civil judgment (2019) zh07 minchu No. 381 after hearing the dispute over the financial loan contract between Huarong securities and Jinhua intermediate people’s Court of Zhejiang Province, The judgment finds that Huarong securities has the right to require Jiande Xinyue and Xinguang Yuancheng to repay the principal and interest of the loan and bear the corresponding liability for breach of contract in accordance with the contract. At the same time, the judgment stipulates that Jiande Xinyue and Xinguang Yuancheng need to pay huaerfong Securities: (1) the loan principal is 520 million yuan and the interest is 2796300 yuan; (2) Default interest on overdue repayment (based on the principal of 520 million yuan and the annual interest rate of 10.755%, calculated from July 18, 2018 to the date of actual repayment); (3) Liquidated damages for overdue repayment (based on the principal of 520 million yuan and the annual interest rate of 13.245%, calculated from July 18, 2018 to the date of actual repayment); (4) The plaintiff’s lawyer fee is 100000 yuan and the preservation guarantee fee is 365426 yuan.
On April 19, 2021, Huarong securities (Party A) and Jiande Xinyue, company, Xinguang building materials, Wanxia real estate, Yu Yunxin and Zhou Xiaoguang (collectively referred to as “Party B”) signed the settlement agreement numbered 2016s0122 – settlement 001, which mainly includes the following agreements:
1、 Party A agrees that Party B shall adjust the monetary debt confirmed in the effective judgment (2019) zhe 07 min Chu No. 381 to the total debt of RMB 56602995426 after paying off according to Article 2.
2、 Repayment method
(I) Xinguang Yuancheng shall pay a total of 1272292642700 yuan in cash to Party A in installments to pay off the debts; (II) Party A agrees that the maintenance fund paid by Wanxia real estate is 1480690 yuan to compensate the corresponding debt to be performed by Party B of 1480690 yuan.
(III) it is agreed that Wanxia real estate will use its Hongtao real estate located in Wanxia Yuyuan, northwest of the intersection of Xinglong Street and East Jiangdong Road, Yiwu City, Zhejiang Province, to offset the debt to be performed by Party B at the appraisal price of 43732000000 yuan.
Debt restructuring or exemption (IV) taxes and other expenses sharing the total amount of taxes and other funds generated from the above debt offset asset transactions is RMB exemption arrangement (2069058515 yuan shall be borne by Party B and paid in stages at the time of repayment. Time, amount and Party
(III) the execution cost of this case shall be borne by Party B.
On May 7, 2021, the above parties signed the supplementary agreement, which mainly includes the following agreements:
1、 Article 1 of the original agreement is changed to: After Party B pays off according to Article 2 of this agreement, Party A agrees to adjust the monetary debt confirmed in the effective judgment (2019) zhe 07 min Chu No. 381 to a total of 56685328759 yuan debt.
2、 Party B shall pay the increased penalty interest of RMB 8233333 to Party A in cash within 2 working days from the date of signing this supplementary agreement.
3、 As for the tax and other payments arising from the transaction of debt paying assets in the part of “tax and other cost sharing” in Item 4 of paragraph (III) of Article 2 of the original agreement, RMB 20690, The payment time point of 585.15 yuan is “Party B promises to pay Party A 12, 236, 935.78 yuan within 2 days after the signing of this agreement, and pay another 845364937 yuan to Party A before March 31, 2021.” Change to: within 2 working days from the date of signing this supplementary agreement, Party B shall pay Party A in cash at one time.
4、 Party B shall bear the execution and evaluation expenses arising from this case.
2016s0122 – settlement 001 the settlement agreement stipulates that this Agreement shall be established from the date when the legal representatives or authorized representatives of both parties sign or seal and affix the official seal. If Party B is a natural person, it shall also sign and affix the fingerprint. It shall come into force from the date when the cash payment of RMB 50 million paid by Party B is received separately or cumulatively under the effective conditions of any settlement agreement of the two cases (settlement agreement No.: 2016s0122 – settlement 001 and settlement agreement No.: j2016149ywsm001 – point settlement 001). The supplementary agreement stipulates that this Agreement shall come into force from the date when the legal representatives of Party A and Party B sign or seal and affix the official seal of the company. If they are natural persons, they shall sign and fingerprint.
Cancellation or change clause no payment
By the end of the reporting period, Xinguang Yuancheng had paid a total of 1502419 million yuan in cash to Huarong securities in batches before August 23, 2021, and transferred 41 sets of real estate with a price of 437.32 million yuan to the other party. The above settlement agreement has been fulfilled.
Whether there are other agreements or potential arrangements between Huarong securities and Xinguang Yuancheng according to the instructions issued by the company, the relevant execution ruling of the court and other materials, and the agreement or potential safety interview with the person in charge of relevant projects of Huarong securities. Row
On April 20, 2021, after fulfilling the approval procedures of the president’s office meeting, Xinguang Yuancheng issued the announcement on signing the debt settlement agreement (Announcement No.: 2021033) on the above matters
Our lawyers believe that the above settlement agreement and supplementary agreement were signed and confirmed by the court during the enforcement process of Jinhua intermediate people’s Court of Zhejiang Province, and the court made the execution ruling (2020) zhe 07zhi No. 458-5 on May 11, 2021, The above settlement agreement and supplementary agreement between Huarong securities and Xinguang Yuancheng have been fulfilled.
(II) financial borrowings between Huarong securities and Yiwu Shimao, Xinguang Yuancheng, Xinguang building materials, Yu Yunxin and Zhou Xiaoguang
With regard to the above matters, our lawyers have performed the following verification procedures:
1. Consulted the civil judgment (2019) zhe 07 min Chu No. 388 and relevant execution ruling made by Jinhua intermediate people’s Court of Zhejiang Province;
2. Reviewed the settlement agreement and supplementary agreement numbered j2016149ywsm001 – settlement 001 signed by Huarong securities, Xinguang Yuancheng and other relevant parties;
3. Checked the transfer voucher related to the cash repayment of xinguangyuan for the performance of the settlement agreement;
4. Consulted the relevant documents of the public information disclosure of the debt of xinguangyuan achievement;
5. Log in to the national enterprise information credit publicity system, enterprise check and other websites to check the public information related to creditors.
6. Video interview with relevant project leaders of Huarong securities.
After verification, the relevant information of the loan and the signed settlement agreement is as follows:
Project content
Creditor Name: Huarong Securities Co., Ltd
The lawyers of the firm log in to the national enterprise information and credit publicity system, enterprise check and other websites to check the list of directors, related parties, supervisors and senior managers of Huarong securities and Xinguang Yuancheng and the situation of foreign investment, check the relevant information documents publicly disclosed by Xinguang Yuancheng and interview the person in charge of relevant projects of Huarong securities
