Securities code: 000863 securities abbreviation: Sanxiang Impression Co.Ltd(000863) Announcement No.: 2021-067
Sanxiang Impression Co.Ltd(000863)
Announcement on the progress of undrawn debts in the major asset restructuring of the original Heguang commerce
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Sanxiang Impression Co.Ltd(000863) (hereinafter referred to as “the company” or “the company”), formerly known as Shenzhen Heguang modern business Co., Ltd. (hereinafter referred to as “original Heguang business” or “Heguang business”), implemented the sale of major assets and the purchase of assets by issuing shares and related party transactions (hereinafter referred to as “major asset restructuring”) in 2009 ）And completed the above restructuring in 2011. The progress of undrawn debts in the major asset restructuring of Heguang commerce is hereby announced as follows:
1、 Background
(i) Disposal arrangements for undrawn debts in major asset restructuring
On September 23, 2009, the original Heguang commerce Shanghai Sanxiang Investment Holding Co., Ltd. (hereinafter referred to as “Sanxiang holding”, the controlling shareholder of the company) and Tibet Liyang Technology Co., Ltd. (hereinafter referred to as “Liyang technology”, the largest shareholder of Zhongyuan Heguang commerce in major asset restructuring) signed the restructuring framework agreement of Shenzhen Heguang modern commerce Co., Ltd., which agreed that, “Before the completion of this major asset restructuring, the debts, liabilities or other forms of rights of Heguang commerce shall be borne and handled by Liyang technology. After the completion of this major asset restructuring, if Heguang commerce becomes the subject of responsibility or is recourse by others because Heguang commerce fails to obtain the creditor’s consent to completely peel off the debts from Heguang commerce before the completion of this major asset restructuring, Heguang commerce shall Timely notify Liyang technology within the management time, and Liyang technology shall be responsible for handling or paying off; If Heguang commerce assumes any responsibility or suffers any loss due to such matters, Liyang technology shall be responsible for paying off the creditor or making full compensation to Heguang commerce within 20 days from the date of receiving Heguang commerce’s written notice. If Liyang technology fails to make full compensation to Heguang commerce within the above period, Sanxiang holdings will make compensation to Heguang Commerce on behalf of Liyang technology on the request of Heguang commerce. ”
For details, please refer to the report on sale of major assets and purchase of assets by issuing shares and related party transactions of Shenzhen Heguang modern commerce Co., Ltd. disclosed on cninfo.com.cn on November 12, 2011.
（2） Previous litigation of undrawn debts in major asset restructuring
In August 2003, The original Heguang business is Shenyang first refrigerator Co., Ltd. (hereinafter referred to as “YILENG company”) to China China Construction Bank Corporation(601939) Shenyang Nanhu Science and Technology Development Zone sub branch (hereinafter referred to as “Shenyang Construction Bank“) ）A joint and several liability guarantee is provided for the loan, with a guarantee amount of 37600000.00 yuan. On April 19, 2004, Shenyang Construction Bank filed a lawsuit with Shenyang intermediate people’s Court of Liaoning Province, requesting Shenyang first refrigerator Co., Ltd. and yuanheguang commerce to repay the loan principal of 37030343.40 yuan and corresponding interest. According to the judgment of Shenyang intermediate people’s Court of Liaoning Province [2004] Shen Zhong min (3) he Chu Zi No. 221 civil judgment (hereinafter referred to as “civil judgment”) on September 20, 2004, Shenyang No. 1 refrigerator Co., Ltd. shall pay the loan principal of 37030343.40 yuan and interest within 10 days from the effective date of the judgment, and the interest shall be calculated (the interest shall be calculated from the second day after the date of transfer to the date when the judgment comes into effect, deducting the interest of the repaid part) the interest shall be calculated according to the loan interest rate of the people’s Bank of China in the same period; the case acceptance fee of 209270.00 yuan and the preservation fee of 189650.00 yuan shall be borne by YILENG company. Yuanheguang commerce shall bear the joint and several liability for repayment of the loan principal of 37030343.40 yuan, interest and litigation costs. In 2004, YILENG company Yanggulun refrigerator company compensated 17.36 million yuan with 20% equity, and the balance has not been paid. On June 25, 2007, yuanheguang commerce received the execution notice (2005) Zhi Zi No. 127 from Shenyang intermediate people’s Court: yuanheguang commerce must automatically perform before June 26, 2007. If it fails to perform within the time limit, it will be enforced according to law.
In 2008, in order to speed up the urban reconstruction and construction of Tiexi District, according to the municipal construction planning requirements of Shenyang Municipal People’s government, YILENG company was included in the overall demolition scope of enterprises in Tiexi District. To this end, The original Heguang commerce signed the tripartite agreement with Shenyang Tiexi District State owned Assets Management Co., Ltd. (hereinafter referred to as “Tiexi District State owned assets company”) and Shenyang No. 1 refrigerator Co., Ltd It is clearly agreed that Tiexi District State owned assets management company shall be responsible for repaying the loan principal and interest and other debts owed by Shenyang first refrigerator Co., Ltd. to Shenyang Construction Bank, lifting and terminating the corresponding land seizure and litigation, and lifting the loan guarantee liability of Heguang commerce. On this basis, Tiexi state owned assets management company obtains the land use right and real estate ownership owned by YILENG company, and carries out overall demolition of YILENG company. In March 2009, Shenyang Tiexi District State owned Assets Management Co., Ltd. repaid to Shenyang Construction Bank.
See the report of the board of directors of Shenzhen Heguang modern business Co., Ltd. on the implementation of major asset restructuring disclosed on cninfo.com.. CN on March 9, 2012 and the 2016 annual report Sinolink Securities Co.Ltd(600109) disclosed on cninfo.com.. CN on April 26, 2017 Special opinions on undrawn debts in major asset restructuring of Shenzhen Heguang modern business Co., Ltd., special legal opinions of Beijing Deheng Law Firm on undrawn debts in major asset sales, share issuance, asset purchase and related party transactions of Shenzhen Heguang modern business Co., Ltd., and relevant documents disclosed by the company in the past.
2、 Progress
On December 14, 2021, the company received the enforcement notice (2021) Liao 01 Zhi Hui No. 176 from Shenyang intermediate people’s Court of Liaoning Province, which mainly includes: Shenyang Construction Bank applied for compulsory enforcement of the civil judgment, and Shenyang intermediate people’s Court of Liaoning Province ordered YILENG company and Sanxiang Impression Co.Ltd(000863) to perform the obligations confirmed in the above civil judgment.
In response to the above notice of execution, the company has submitted an application for objection to execution to Shenyang intermediate people’s Court of Liaoning Province. The application matters are as follows: 1. Request the people’s court to add Tiexi District State owned assets company as the executee of this case according to law; 2. Request the people’s court to exempt the original Heguang commerce from its guarantee liability within the scope of the value of the land and real estate under the name of the original Heguang commerce that has been released; 3. Request the people’s court to exempt the interest payment liability from the date when the land and real estate under the original Heguang business name are illegally lifted.
On December 28, 2021, after querying China execution information disclosure network, the amount of the subject matter of this execution was RMB 11.88 million, and the company was listed as the dishonest executee.
3、 Impact on the company
(i) The company expects no material loss
The above matters relate to the remaining loan principal of 11.88 million yuan that has not been paid by YILENG company to Shenyang Construction Bank, as well as the corresponding interest and the execution fee of this application. As of the date of this announcement, the amount of the company frozen by the judiciary was 3507084.92 yuan and the judicial deduction was 573330.82 yuan.
The executed event belongs to the category of undrawn debt during the major asset restructuring of the original Heguang commerce. According to the restructuring framework agreement of Shenzhen Heguang modern commerce Co., Ltd, “If Heguang commerce has assumed any responsibility or suffered any loss due to such matters, Liyang technology shall be responsible for paying off the creditor or making full compensation to Heguang commerce within 20 days from the date of receiving Heguang commerce’s written notice. If Liyang technology fails to make full compensation to Heguang commerce within the above period, Sanxiang holdings shall pay compensation to Heguang Commerce on behalf of Liyang technology according to the request of Heguang commerce And light business to make compensation in advance. ” The above matters are expected to have no impact on the company’s profits.
（2） The event is not expected to have a significant impact on the company’s production and operation
The company will continue to pay attention to the progress of the matters to be executed, actively coordinate and deal with the relations between all parties, strive to solve the problems that the company is listed as dishonest persons to be executed as soon as possible, strive to eliminate the possible adverse impact of the above matters on the listed company, and safeguard the legitimate rights and interests of the listed company and all shareholders. Up to now, the above matters are not expected to have a significant impact on the company’s production and operation.
4、 Other situations
As of the disclosure date of this announcement, the company and its holding subsidiaries have no other major litigation and arbitration matters that should be disclosed but have not been disclosed. China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com..cn. ）As the information disclosure media selected by the company, all information of the company shall be subject to the information published in the above media. Please invest rationally and pay attention to risks.
5、 Documents for future reference
1. Implementation notice
2. Application for objection to execution
3. China executive information disclosure network（ http://zxgk.court.gov.cn. ）Query results
It is hereby announced.
Sanxiang Impression Co.Ltd(000863) board of directors December 29, 2021
