Letter of concern about Jiangsu Dewei Advanced Materials Co.Ltd(300325)
Gem concern letter [2022] No. 146 Jiangsu Dewei Advanced Materials Co.Ltd(300325) board of directors:
In the early stage, our department issued three letters of concern on the debt exemption of your company. According to the reply announcement of the letter of concern disclosed by your company, the verification opinions of relevant intermediaries and the filing documents submitted, your company and relevant parties are requested to further explain the following matters respectively:
1. Transfer of non-performing loans related to this debt exemption
According to the announcement of debt exemption disclosed by your company, Jiangsu Branch of China Cinda Asset Management Co., Ltd. (hereinafter referred to as “Cinda Asset Jiangsu branch”) competed for Suzhou Branch of Hengfeng Bank Co., Ltd. (hereinafter referred to as “Hengfeng bank”) in accordance with legal procedures Agricultural Bank Of China Limited(601288) Suzhou Branch’s creditor’s rights of 184488800 yuan and all related principal and subordinate rights held by your company; Jiangsu Branch of China Huarong Asset Management Co., Ltd. (hereinafter referred to as “Huarong Asset Jiangsu branch”) won the creditor’s rights of RMB 1336905 million and all relevant principal and subordinate rights held by Bank Of Communications Co.Ltd(601328) Taicang branch to your company in accordance with the law.
According to your company’s reply to our letter of concern, Huarong assets Jiangsu branch and Xinda assets Jiangsu Branch competed for relevant creditor’s rights according to legal procedures, signed creditor’s rights transfer agreement with relevant banks, fulfilled the obligation of announcement and notification, and became the holder of the above-mentioned creditor’s rights according to law. According to the public information inquiry, on January 17, 2022, Hengfeng bank issued the announcement on the transfer results of Jiangsu Dewei Advanced Materials Co.Ltd(300325) non-performing loans in 2021 on yindeng.com, saying that it has completed the non-performing loan transfer business through yindeng center, and announced that the transferee of relevant creditor’s rights is Xinda assets Jiangsu branch.
Please further verify and explain the specific time when Huarong assets Jiangsu branch and Cinda assets Jiangsu Branch obtained the relevant creditor’s rights of your company in combination with the specific time, announcement and notice content of each node of the relevant creditor’s rights transfer process, and whether they have become the legal creditor of your company before December 31, 2021 Whether the performance of the publicity process complies with the provisions of industrial regulatory rules, and relevant supporting documents shall be submitted at the same time.
2. Issues on debt compensation and debt exemption of China Overseas Urban Development
According to the announcement of debt exemption disclosed by your company and your company’s reply to our letter of concern, China Overseas Urban Development Co., Ltd. (hereinafter referred to as “China Overseas Urban Development Co., Ltd.”) held a shareholders’ meeting on December 26, 2021 and formed a resolution, Agree to compensate your company for your company’s debt of 56.22 million yuan to Huarong assets Jiangsu branch and your company’s debt of 54 million yuan to Xinda assets Jiangsu branch. At the same time, implement a full exemption to the company for the total debt of 110.22 million yuan formed after assuming the compensation responsibility for your company, and send a letter on debt exemption to the company on December 31, 2021.
According to the public information inquiry, Cinda assets Jiangsu Branch issued an asset disposal announcement on its official website on January 4, 2022, saying that it plans to dispose of the relevant creditor’s rights against your company. The principal of the creditor’s rights is 173361000 yuan, the starting price is 54 million yuan, and the announcement period is 20 working days from the date of announcement. Huarong assets Jiangsu Branch issued an asset bidding announcement on its official website on January 27, 2022, saying that it plans to conduct public bidding for the relevant creditor’s rights of your company from February 10 to February 11. The principal of the subject creditor’s rights is RMB 132 million and the corresponding interest and expenses, and the starting price is RMB 56.22 million.
Please verify and explain the following matters between your company and China Overseas Urban Development Development Co., Ltd.:
(1) Whether the creditor’s rights compensated and exempted by China overseas chengkai are all or part of the creditor’s rights announced by Huarong assets Jiangsu branch and Xinda assets Jiangsu branch. If so, Your company and China overseas chengkai are requested to explain whether China overseas chengkai has the right to exempt such creditor’s rights if it has not obtained the ownership of the subject-matter creditor’s rights. Whether the relevant debt exemption notice of China overseas chengkai has incomplete description of the exempt subject-matter, and whether the essence of the debt compensation of China overseas chengkai is to participate in Huarong assets Jiangsu Branch In the asset disposal auction of Cinda assets Jiangsu Branch, if someone raises an objection or purchases with a higher quotation during the relevant publicity period and public bidding period, how can China overseas chengkai continue to perform its obligation to compensate and exempt your company’s debts
(2) In combination with the above reply, please explain whether there is any ownership defect in some of the creditor’s rights compensated by China overseas chengkai for your company, and whether the relevant debt compensation has been completed and the transfer of relevant creditor’s rights has been completed on December 31, 2021 when the asset disposal procedure has not been completed before December 31, 2021 and the debt restructuring agreement has not been formally signed by all parties Whether China overseas chengkai has become the legal creditor of your company, and whether the debt exemption letter issued by China overseas chengkai to your company on December 31, 2021 has legal effect and provides relevant legal basis.
Ask a lawyer to check the above matters and give clear opinions.
3. Debt exemption and creditor’s rights disposal of Huarong assets Jiangsu Branch
The relevant letters concerning your company’s debt exemption issued by Huarong assets Jiangsu branch on December 31, 2021 show that “In order to support your restructuring, we agree to implement debt restructuring for the above-mentioned debts… According to the requirements of relevant systems, before implementing the above-mentioned debt restructuring, we need to publish an announcement in qualified newspapers and the company’s website for 20 working days and perform public disposal procedures, and during the above-mentioned procedures, no one has raised effective objections to the debt restructuring or proposed to exceed the development of overseas cities Quotation of reimbursement amount. ” The above-mentioned written letter issued by Jiangsu Huarong branch on December 28, 2021 shows that the relevant assets of Jiangsu Huarong are exempted, “During the publicity period of 20 working days of our company, if other parties raise effective objections to this debt restructuring or through our public disposal procedures, other parties put forward an offer exceeding the compensation amount of overseas urban development, the above exemption commitment made by our company will become invalid.”
In addition, Huarong assets Jiangsu Branch issued an asset bidding announcement on its official website on January 27, 2022, saying that it plans to conduct public bidding for the relevant creditor’s rights of your company from February 10 to February 11. The principal of the subject creditor’s rights is RMB 132 million and the corresponding interest and expenses, and the starting price is RMB 56.22 million.
Your company and Huarong assets Jiangsu branch are requested to verify and explain the following matters respectively:
(1) Whether the creditor’s rights to be disposed of in the asset bidding announcement issued by Huarong assets Jiangsu branch on its official website on January 27, 2022 include the creditor’s rights that Huarong assets Jiangsu Branch intends to exempt your company. If so, please explain your company and Huarong assets Jiangsu branch respectively, On December 31, 2021, Huarong assets Jiangsu Branch issued the debt exemption letter that your company considered effective from the time of delivery. Does Huarong assets Jiangsu branch still have the legal qualification to implement public bidding for the exempted creditor’s rights
(2) The relevant debt exemption comes into effect when the debt exemption letter of Huarong assets Jiangsu branch that your company believes will be delivered on December 31, 2021. Whether there is a conflict with whether the relevant creditor’s rights are still handled by the public bidding of Huarong assets Jiangsu branch in January 2022. Please combine it with your company
The above information shows whether the letter concerning debt exemption issued by Huarong assets Jiangsu branch to your company on December 31, 2021 is an exemption from the debt mentioned in the letter and will take effect on December 31, 2021.
(3) In view of the relevant written statement issued by Huarong assets Jiangsu branch on January 28, 2022, the letter issued by Huarong assets Jiangsu branch on December 31, 2021 involving your company’s debt exemption is an exemption commitment, please further confirm it in combination with the fact that the latter is still bidding for the disposal of relevant creditor’s rights after December 31, 2021, Whether the letter concerning debt exemption issued by Huarong assets Jiangsu branch on December 31, 2021 is the express intention of Huarong assets Jiangsu branch to your company’s debt exemption on December 31, 2021. If it is the express intention of “debt exemption effective upon delivery”, Does it conflict with the relevant expression of “invalidation of exemption commitment” mentioned in the note issued on January 28, 2022
(4) During the publicity period and public bidding period for the disposal of your company’s creditor’s rights by Huarong assets Jiangsu Branch, has anyone raised an objection or purchased with a higher quotation, and has the relevant debt exemption been revoked
(5) Please further verify and explain the performance of Huarong assets Jiangsu branch in the approval procedures for creditor’s rights transfer and debt exemption, Whether the relevant debt exemption has been effectively and fully authorized (6) please explain whether the debt exemption matters involved in the letter concerning debt exemption sent by Huarong assets Jiangsu branch to your company on December 31, 2021 have taken effect on December 31, 2021 in combination with the answers to questions (1) to (5), and provide specific supporting materials.
Ask a lawyer to check the above matters and give clear opinions.
4. Debt exemption and creditor’s rights disposal of Cinda assets Jiangsu Branch
The letter on debt exemption related to your company issued by Cinda assets Jiangsu branch on December 31, 2021 shows that “according to the requirements of relevant systems, our company needs to publish the publicity for 20 working days on the qualified newspapers and the company’s website. If there is no objection during the publicity period and there is no willingness to make a high price acquisition, we can sign the debt restructuring agreement.”
Cinda assets Jiangsu Branch announced on its official website on January 4, 2022 that it plans to dispose of the relevant creditor’s rights against your company. The principal of the creditor’s rights is 173361000 yuan. The announcement period is 20 working days from the date of the announcement, and the restructuring consideration is 54 million yuan. After signing the debt restructuring agreement, your company’s restructuring investor zhonghaiwaicheng will open a one-time compensation. During the publicity period of the project, if there is any objection or willing to offer a high price for the acquisition, the implementation of the debt restructuring plan will be suspended, and the objection will be handled if there is any objection; For those who are willing to pay a high price, start the public disposal procedure.
Please verify and explain the following items respectively by your company and Xinda assets Jiangsu Branch:
(1) Whether the creditor’s rights to be disposed of in the above asset disposal announcement of Cinda assets Jiangsu branch include the creditor’s rights exempted by Cinda assets Jiangsu branch from your company. If so, please explain your company and Cinda assets Jiangsu branch respectively. After Xinda assets Jiangsu branch issues the debt exemption letter that your company considers effective on December 31, 2021, Does Cinda assets Jiangsu branch still have the legal qualification to implement public bidding disposal of exempted creditor’s rights
（2） The relevant debt exemption comes into effect when the debt exemption letter of Cinda assets Jiangsu branch that your company believes will be delivered on December 31, 2021. Is there a conflict with whether the relevant creditor’s rights are still handled by the public bidding of Cinda assets Jiangsu branch in January 2022? Please explain that Cinda assets Jiangsu Branch will be held on December 3, 2021 in combination with the answers to the above questions Is the letter concerning debt exemption issued to your company on January 1 a response to this
The exemption of the debt mentioned in the letter will take effect on December 31, 2021.
(3) Your company still believes that the debt exemption of Cinda assets Jiangsu branch is the basis of the legal act with cancellation conditions when the debt restructuring agreement is not signed on December 31, 2021. Is your company’s determination of the effectiveness of the exemption from the beginning sufficient and accurate
(4) During the publicity period of Xinda assets Jiangsu Branch’s disposal of your company’s creditor’s rights, whether anyone raised an objection or offered a higher price for acquisition, and whether the relevant debt exemption was revoked
(5) Please further verify and explain that Cinda assets Jiangsu Branch has fulfilled the approval procedures for the transfer of creditor’s rights and debt exemption, Whether the relevant debt relief has been effectively and fully authorized (6) please explain whether the debt relief matters involved in the letter concerning your company’s debt relief sent by Cinda assets Jiangsu branch on December 31, 2021 have come into force on December 31, 2021 in combination with the answers to the above questions (1) to (5), And provide specific supporting materials.
Ask a lawyer to check the above matters and give clear opinions.
5. Special opinions of lawyers in the early stage
The lawyer of your company said in his special opinion in the early stage that CNOOC chengkai has the same amount of creditor’s rights as undertaking the compensatory obligation to your company, and Huarong assets Jiangsu branch and Cinda assets Jiangsu branch have the debt right to your company after deducting the amount of compensatory obligation undertaken by CNOOC chengkai. The compensatory act is unconditional, irrevocable and unalterable, The original creditor has no right of recourse; This exemption “is an irrevocable and unalterable exemption with cancellation conditions, and the exemption will take effect from the beginning”. The lawyer of your company is requested to explain whether the previous relevant opinions are objective, accurate and effective and whether there is anything that needs to be supplemented and corrected in combination with the information involved in this letter of concern and the replies of relevant parties.
6. Accounting treatment of this debt exemption
When replying to our concern letter in the early stage, your company said that the relevant exemption had taken effect on December 31, 2021, and the relevant current obligations had been relieved. Although there was a risk of being relieved, according to the historical data, the risk probability of the debt disposal plans of Huarong assets Jiangsu Branch and Cinda assets Jiangsu branch being relieved due to effective objections during the publicity period was very low, At the same time, considering the identity of potential shareholders of creditors related to this debt exemption who intend to participate in the bankruptcy reorganization of the company in the future, the company plans to terminate the recognition of corresponding financial liabilities on December 31, 2021 and conduct accounting treatment as an equity transaction.
The accountant of your company believes that “the company’s judgment on legal acts is reasonable;
