Stock abbreviation: ST Yinyi Stock Code: Yinyi Co.Ltd(000981) Announcement No.: 2022013
Yinyi Co.Ltd(000981) about
Progress announcement on the full settlement of non operating fund occupation, performance compensation and cash dividend return
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
According to the arrangement of Yinyi Co.Ltd(000981) reorganization plan (hereinafter referred to as the “reorganization plan”), historical problems such as performance compensation, cash dividend return and capital occupation of the original controlling shareholders and their controlling shareholders will be solved in the investor’s equity adjustment plan. At present, Yinyi Co.Ltd(000981) (hereinafter referred to as “the company” or “Yinyi shares”) has implemented and completed the plan of converting the capital reserve into share capital in the reorganization plan, and the historical problems such as performance compensation, cash dividend return and capital occupation of the original controlling shareholders and their controlling shareholders have been fully solved.
The company’s reorganization progress, occupation of non operating funds, performance compensation and cash dividend return and their solutions are hereby announced as follows:
1、 Progress of company reorganization
On June 23, 2020, Ningbo intermediate people’s Court of Zhejiang Province (hereinafter referred to as “Ningbo intermediate people’s court”) ruled to accept the application for reorganization of the company, and designated the Yinyi enterprise liquidation group composed of relevant government departments and relevant intermediaries as the temporary manager of the company. The company entered the reorganization procedure. The temporary manager of the company has voted to become the formal manager at the first creditors’ meeting (hereinafter collectively referred to as the “manager”).
On December 11, 2020, the second creditors’ meeting and the investors’ group meeting of the company were held, and the Yinyi Co.Ltd(000981) reorganization plan (Draft) and the investor’s rights and interests adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft) were voted and approved respectively. On December 14, 2020, Ningbo intermediate people’s court ruled to approve the reorganization plan of Yinyi shares and terminate the reorganization procedures of Yinyi shares.
At present, the plan of converting capital reserve into share capital in the company’s reorganization plan has been implemented, For details, see the suggestive announcement on the implementation progress of the conversion of capital reserve into share capital and the resumption of trading of shares of the company (Announcement No.: 2022007) disclosed by the company on February 25, 2022 and the suggestive announcement on changes in shareholders’ equity and changes in controlling shareholders and actual controllers (Announcement No.: 2022008) disclosed on February 28, 2022.
2、 Occupation of non operating funds
(I) basic information
On April 30, 2019, the company disclosed the suggestive announcement on other risk warnings triggered by the occupation of funds by the company’s controlling shareholders and their related parties and the suspension of trading of the company’s shares (Announcement No.: 2019051). Through self-examination, the company found that there was the occupation of funds by Yinyi holdings and its related parties, That is, the accumulated capital occupation balance of the former controlling shareholder Ningbo Yinyi Holding Co., Ltd. (hereinafter referred to as “Yinyi holding”) and its related parties was 224777586 yuan, accounting for 14.92% of the company’s audited net assets in 2018.
(II) progress of Solutions
1. The company disclosed the progress announcement on capital occupation (Announcement No.: 2019087) on May 25, 2019. Yinyi holdings and its related parties have returned the occupied capital of HK $140 million (equivalent to RMB 1230586 million), and the balance of capital occupation is RMB 21247173 million.
2. The company disclosed the progress announcement on capital occupation (Announcement No.: 2019095) on May 31, 2019. As of the disclosure date of the announcement, Yinyi holdings and its related parties have repaid the occupied capital of HK $140 million (equivalent to RMB 123058600) and RMB 31 million, and the balance of capital occupation is RMB 2093717300.
3. On June 13, 2019, the company disclosed the progress announcement on capital occupation (Announcement No.: 2019113). As of the disclosure date of the announcement, Yinyi holdings and its related parties have repaid the occupied capital of HK $140 million (equivalent to RMB 1230586 million) and RMB 18842726 million, and the balance of capital occupation is RMB 193629 million.
4. On August 24 and September 16, 2019, the company disclosed the announcement on the debt repayment and related party transactions by controlling shareholders (Announcement No.: 2019161) and the announcement on the completion of the transfer of the subject matter of debt repayment and related party transactions by controlling shareholders (Announcement No.: 2019180), Yinyi holdings used its 100% equity of its wholly-owned subsidiary Ningbo Plessis Electronics Co., Ltd. (hereinafter referred to as “Plessis”) to offset the share of RMB 4340312 million [Tianjian Certified Public Accountants (special general partnership) In the 2019 year financial report audit process, we reduced the price of Pulis to 3 million 906 thousand yuan, and correspondingly adjusted the amount of compensation for the amount of 3 million 906 thousand yuan, that is, the actual compensation of 437 million 937 thousand and 200 yuan. After the above-mentioned debt repayment with assets is completed, the balance of fund occupation is RMB 1498352800.
5. On September 29, 2019, after Ningbo yingri metal products Co., Ltd. repaid 3 million yuan in cash, the fund occupation balance was 1495352800 yuan.
6. On December 4, 2019, the company disclosed the announcement on debt repayment and related party transactions by controlling shareholders (Announcement No.: 2019203), and the company’s subsidiary Ningbo Yinyi Real Estate Development Co., Ltd. (hereinafter referred to as “Ningbo Yinyi real estate”) Ningbo Bangqi automatic transmission Co., Ltd. (hereinafter referred to as “Bangqi automatic transmission”) and Xinjiang yinzhouxing International Trade City Co., Ltd. (hereinafter referred to as “Xinjiang yinzhouxing”) signed the debt repayment agreement with Yinyi Group Co., Ltd. (hereinafter referred to as “Yinyi group”) and Ningbo yingri metal products Co., Ltd. (hereinafter referred to as “Ningbo yingri metal”), That is, Bangqi automatic transmission plans to transfer its 49% equity transfer payment of 3957473007 yuan to Xinjiang yinzhouxing of Yinyi group and Xinjiang yinzhouxing plans to transfer its profit sharing payment of 333012403 yuan to Ningbo Yinyi real estate, so as to compensate Ningbo yingri metal’s partial share of 4290485410 yuan to Ningbo Yinyi real estate. After the above-mentioned debt repayment with assets is completed, the balance of capital occupation is RMB 1452448000.
7. On December 17, 2019 and January 4, 2020, the company disclosed the announcement on signing the equity transfer and debt repayment agreement and related party transactions (Announcement No.: 2019208) and the announcement on the completion of the transfer of the subject matter of debt repayment and related party transactions by controlling shareholders (Announcement No.: 2020004), Mr. Xiong Xuqiang, the former controlling shareholder of the company and the actual controller of Yinyi holding, used the 49% equity of Shanxi kaineng Mining Co., Ltd. (hereinafter referred to as “Shanxi kaineng”) held by Ningbo Rusheng Industrial Co., Ltd. (hereinafter referred to as “Rusheng industry”) controlled by him to offset the amount of 929650600 yuan held by Yinyi holding and its related parties, At the same time, 51% equity of Shanxi kaineng is used to provide guarantee for the remaining payment obligations of Yinyi holding and its related parties. After the above-mentioned debt repayment with assets is completed, the company nominally holds 100% equity of Shanxi kaineng, and the balance of capital occupation is RMB 522797400.
8. On March 10, 2020, after Ningbo Zhuoyue Shenglong Industrial Technology Co., Ltd. repaid 3 million yuan in cash, the balance of capital occupation was 519797400 yuan.
9. On December 14, 2020, Ningbo intermediate people’s court ruled to approve the reorganization plan and terminate the reorganization procedure of Yinyi shares. According to the arrangement of “1. 6.48 shares per 10 shares converted into shares” in (III) of “II. Investor equity adjustment plan” of the reorganization plan, “② complete performance compensation – return of cash dividends and solve the problem of capital occupation”, A total of 1174433403 performance compensation shares and the remaining 3752927 converted shares not distributed to the original controlling shareholders and their controlling shareholders, a total of 1178186330 shares, will be transferred to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds, The funds used to repay the controlling shareholders and their related parties to Yinyi shares and their subsidiaries amounted to 144944798668 yuan and the corresponding interest.
The conditions for the reorganization investor to acquire the above shares include: 1) the cash consideration paid is used to repay the controlling shareholder and its related parties to the company and its subsidiaries with a total amount of 144944798668 yuan and corresponding interest, so as to completely solve the problem of fund occupation; 2) The remaining cash consideration paid is used to repay the cash dividends that should be returned by Ningbo Shengzhou and Tibet Yinyi to Yinyi shares, totaling 78641654700 yuan, and complete the obligation to return the cash dividends in full.
According to the suggestive announcement on the implementation progress of the conversion of the company’s capital reserve into share capital and the resumption of trading of the company’s shares (Announcement No.: 2022007) disclosed by the company on February 25, 2022 and the suggestive announcement on the change of shareholders’ equity and the change of controlling shareholders and actual controllers (Announcement No.: 2022008) disclosed on February 28, 2022, At present, the plan of converting capital reserve into share capital in the company’s reorganization plan has been implemented. Meanwhile, from January 13, 2021 to the disclosure date of this announcement, the manager has paid a total of 260 Zhejiang Dingli Machinery Co.Ltd(603338) 059 yuan to creditors and the company, This amount can cover the total consideration of 245047341405 yuan for the transferred shares transferred by the restructuring investors to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds (including 166405686705 yuan for the cash consideration of 144944798668 yuan and 21460888037 yuan for the repayment of fund occupation to Yinyi shares).
In addition, the company has completed the industrial and commercial change registration procedures for the overall purchase and transfer of 100% equity of Shanxi kaineng to Rusheng industry in accordance with the reorganization plan and the equity transfer and debt repayment agreement, and the company no longer holds the equity of Shanxi kaineng. For details, please refer to the announcement on the purchase and transfer of 100% equity of the subject assets offset by assets disclosed by the company on March 8, 2022 (Announcement No.: 2022012).
In conclusion, the remaining problems of the occupation of non operating funds by Yinyi holdings and its related parties have been completely solved. 3、 Performance compensation and cash dividend return
(I) basic information
In January and November 2017, the company completed two major asset works of issuing shares to acquire 100% equity of Ningbo Haosheng Investment Co., Ltd. (hereinafter referred to as “Ningbo Haosheng”) and 100% equity of Ningbo Dongfang Yisheng Investment Co., Ltd. (hereinafter referred to as “Dongfang Yisheng”), Since Ningbo Haosheng and Dongfang Yisheng, the targets of the two restructuring, have not achieved their cumulative performance commitments in 20172019, the performance commitment parties of the two restructuring, namely Tibet Yinyi Investment Management Co., Ltd. (hereinafter referred to as “Tibet Yinyi”) and Ningbo Shengzhou Investment Co., Ltd. (hereinafter referred to as “Ningbo Shengzhou”), need to fulfill the corresponding performance compensation commitments.
1. Ningbo Haosheng performance compensation commitment and completion
According to the two reports [tjss [2019] No. 4973] and [tjss [2020] No. 8357] issued by Tianjian Certified Public Accountants (special general partnership), it is confirmed that Ningbo Haosheng has not completed the promised performance in 2018 and 2019. According to the corresponding profit forecast compensation agreement and the resolution of the company’s third extraordinary general meeting in 2020, the cumulative number of shares that should be compensated by Tibet Yinyi, the performance commitment party, is 228564953 shares, which should be given to other shareholders except Tibet Yinyi, and the cumulative cash dividend that should be returned is 15999546710 yuan.
2. Performance compensation commitment and completion of Dongfang Yisheng
According to the two reports [PwC ZTS Zi (2019) No. 0033] issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) and [TJS [2020] No. 8355] issued by Tianjian Certified Public Accountants (special general partnership), it is confirmed that Dongfang Yisheng has not completed the promised performance in 2018 and 2019. According to the corresponding profit forecast compensation agreement and the resolution of the company’s third extraordinary general meeting in 2020, the cumulative number of shares to be compensated by Ningbo Shengzhou, the performance commitment party, is 894887257 shares, which shall be presented to other shareholders except Ningbo Shengzhou. At the same time, the cumulative cash dividend to be returned is 62642107990 yuan.
For the details of the above performance compensation and cash dividend return of Tibet Yinyi and Ningbo Shengzhou, please refer to the announcement on the performance compensation scheme for the unrealized performance commitments of Ningbo Haosheng Investment Co., Ltd. in 2019 disclosed by the company’s manager on July 29, 2020 and The announcement on the performance compensation scheme for the unrealized performance commitments of Ningbo Dongfang Yisheng Investment Co., Ltd. in 2019, and the announcement on the resolution of the third extraordinary general meeting of shareholders in 2020 disclosed by the company’s manager on August 14, 2020. (II) progress of Solutions
According to the arrangement of “① completion of performance compensation – share compensation” of “1. The proportion of 6.48 shares per 10 shares converted into shares” in (III) of “II. Investor’s equity adjustment plan” of the reorganization plan, 1851449242 shares of the converted shares shall be distributed to the original controlling shareholders and their controlling shareholders
