Securities code: Zoje Resources Investment Co.Ltd(002021) securities abbreviation: Zoje Resources Investment Co.Ltd(002021) Announcement No.: 2022010 Zoje Resources Investment Co.Ltd(002021)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
Zoje Resources Investment Co.Ltd(002021) (hereinafter referred to as "the company" or "Zoje resources") received the notice of Shenzhen Stock Exchange on Zoje Resources Investment Co.Ltd(002021) on February 8, 2022 (company Department notice [2022] No. 131, hereinafter referred to as "the notice"), requesting the company to make a written explanation on relevant matters. The reply to the matters involved in the letter of concern is disclosed as follows:
1. In combination with the relevant facts identified in the judgment of Guangzhou intermediate people's court, explain whether the above announcement on major matters and your company's reply to the inquiry letter of our department's 2020 annual report have changed, and explain the signing background, signing time, signer, agreement content, main responsible person and other information of the balance replenishment agreement. (1) Whether the verification results of the above matters have changed
reply:
On November 4, 2020, the company received a letter sent by Guangzhou Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Guangzhou rural commercial bank") through China Post EMS, which said that the company signed the balance replenishment agreement with Guangzhou rural commercial bank, The company undertakes the obligation to make up the difference in the trust loan of 2.5 billion yuan provided by Guangzhou rural commercial bank to Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as "Huaxiang investment"); After receiving the letter, the company immediately contacted the contact person left in the letter and asked for relevant documents. Guangzhou rural commercial bank has never provided it to the company. At the same time, after verification by the company, there is no original or copy of the balance replenishment agreement mentioned in the letter in the company's archives. In addition, the board of directors or the general meeting of shareholders of the company have not considered the relevant proposals involving the provision of balance replenishment for the trust loans mentioned in the letter.
On November 6, 2020, the company published the above major issues in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）The announcement of Zoje Resources Investment Co.Ltd(002021) on major issues (Announcement No.: 2020085) was disclosed on the.
After that, the company actively responded to the lawsuit, and Yuhuan Public Security Bureau filed a case for investigation on the matters involved in the balance replenishment obligation mentioned in the letter.
In addition, the company received the inquiry letter of Shenzhen Stock Exchange on Zoje Resources Investment Co.Ltd(002021) 2020 annual report on May 18, 2021, in which the company replied to the above major issues, The main content is "since the relevant matters of the case involve the investigation of the public security department and the Guangzhou intermediate people's court has not held a court session yet, whether the balance replenishment agreement is established and whether it belongs to the guarantee contract relationship, including whether the company needs to bear civil liability, and finally the effective judgment or ruling result of the court shall prevail", For details, the company published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on June 9, 2021（ http://www.cn.info.com.cn. ）Announcement of Zoje Resources Investment Co.Ltd(002021) on reply to inquiry letter of Shenzhen Stock Exchange (Announcement No.: 2021038) disclosed on.
On January 30, 2022, the company received the first instance civil judgment (2020) Yue 01 min Chu No. 2011 forwarded by the attorney to Guangzhou intermediate people's Court (hereinafter referred to as "Guangzhou intermediate people's court"), which showed that the company had violated the guarantee, And the judgment company and the other two companies shall be liable for compensation for half of the debts of the defendant Huaxiang (Beijing) Investment Co., Ltd. (hereinafter referred to as "Huaxiang investment") within the range of 158566666667 yuan respectively; At the same time, they will bear part of the litigation costs within the range of 7978551 yuan respectively.
During the appeal period, the company has appealed to the higher people's Court of Guangdong Province against the civil judgment (2020) Yue 01 min Chu No. 2011 made by Guangzhou intermediate people's court. Up to now, the company has not received the appeal acceptance document from the court.
In conclusion, the above verification results have not changed as of the disclosure date of this announcement, except that the Guangzhou intermediate people's court has held a court session and made a judgment of first instance.
(2) Explain the signing background, signing time, signer, agreement content, main responsible person and other information of the difference replenishment agreement
reply:
The signing background, signing time, signer and content of the agreement are as mentioned above. After verification, there is no original or copy of the balance replenishment agreement mentioned in the letter in the company's archives. In addition, the board of directors or the general meeting of shareholders of the company have not considered the relevant proposal on providing balance replenishment for the trust loan mentioned in the letter. According to the difference supplement agreement in the photocopy of the evidential materials provided by Guangzhou rural commercial bank in the lawsuit, the main contents of the agreement include:
"I. difference replenishment agreement
(I) if Party B fails to receive the investment principal or income agreed in the trust contract in full on the accounting date agreed in any trust contract (including interest distribution date, principal repayment date and trust early termination date) for any reason, Party A shall bear the obligation of making up the difference to Party B.
(II) determination of the price for making up the difference
1. Make up the difference when the trust income is not received in full on the distribution date of Trust Income:
Balance replenishment price = principal × 9.5% actual duration of the investment / 360 - investment income received by Party B. the actual duration refers to the number of days from the issuance date of the trust loan (including the date) to the accounting date of the trust plan (including the interest payment date).
2. Make up the difference when the trust principal is not received in full on the distribution date of the trust principal:
Balance replenishment price = principal payable on the current day - investment principal received by Party B;
3. Make up the difference when the trust principal and income are not received in full on the trust termination date (including the early termination date): the price for making up the difference = (trust principal - principal received by Party B) + (principal) × 9.5% actual deposit days of this investment / 360 - investment income received by Party B), and the actual duration days refer to the days of the trust loan Issuance Date (including the date) and the trust plan accounting date (including the interest payment date).
4. Payment of the difference to make up the price
Payment of the difference to make up the price. Party A shall pay the difference to the account designated by Party B within three working days after the accounting date of the trust plan.
2、 Commitments and guarantees of all parties
(I) Party A guarantees that the signing and performance of this contract is a true and voluntary expression of Party A.
The matters of this agreement that are not authorized and approved by Party A shall not be the reason for Party A to reduce or exempt the performance of its obligations under this agreement, and the legal liabilities arising therefrom shall be borne by Party A.
(II) Party A guarantees that it is a legal person established and legally existing according to law, has all necessary rights and capabilities, and can perform its obligations under this contract and bear civil liabilities in its own name.
(III) Party A promises and agrees that no matter there are any defects in the legality and validity of the trust contract, trust loan contract and other relevant documents, whether Party A and Party B have fulfilled the representations and warranties or other obligations and responsibilities under this contract, whether the credit status of the financier and guarantor (if any) has deteriorated or whether they have the ability to perform, Whether it involves or may involve economic disputes and whether the trust plan has or may have losses due to the trustee or other reasons, Party A shall provide Party B with the obligation of making up the difference in accordance with the contract, which is Party A's unconditional and irrevocable obligation and responsibility under the contract, Party A shall not take any reason (including but not limited to meeting the conditions specified in other agreements, laws, regulations and regulatory provisions, etc.) as a defense. "
The main responsible person of the agreement: according to the difference supplement agreement in the copy of evidence materials provided by Guangzhou rural commercial bank in the lawsuit, the signing date of the agreement is "June 27, 2017", and the parties to the agreement are " Zoje Resources Investment Co.Ltd(002021) " (Party A) and "Guangzhou Rural Commercial Bank Co., Ltd. (Party B), The signature of the legal representative of Party A is "Zhou Haitao", the signature of the legal representative or person in charge of Party B is "Wang Dawei", and the seals of " Zoje Resources Investment Co.Ltd(002021) " and "Guangzhou Rural Commercial Bank Co., Ltd." are stamped on Party A and Party B respectively.
2. Explain the effective conditions of the above judgment of Guangzhou intermediate people's court.
reply:
The civil judgment of the first instance of Guangzhou intermediate people's court stated: "if you disagree with this judgment, you can submit a petition to this court within 15 days from the date of service of the judgment, and submit copies according to the number of the other party or representatives, and appeal to the higher people's court of Guangdong Province".
During the appeal period (15 days), the company has mailed the paper petition and copy to Guangzhou intermediate people's court through EMS on February 11, 2022 to appeal. Therefore, the above judgment of Guangzhou intermediate people's court does not take effect at present. 3. In combination with the solvency of Huaxiang company to its debts, explain whether your company will bear the best estimate of the amount of compensation and the maximum possible debt risk exposure if the above judgment of Guangzhou intermediate people's court takes effect, whether it will have a significant adverse impact on your company's production and operation, financial status, cash flow, etc., and fully prompt relevant risks, Further explain whether your company has a feasible solution for the above-mentioned liability.
reply:
The company has appealed to the higher people's Court of Guangdong Province against the civil judgment (2020) Yue 01 min Chu No. 2011 made by the intermediate people's Court of Guangzhou, Guangdong Province, in order to safeguard the legitimate rights and interests of the company and the majority of minority shareholders. The judgment of the first instance stated: "the total amount of the above-mentioned trust principal and trust income is 317133333333 yuan. In the event that the balance replenishment agreement is invalid, the court decides that Xinchao company, Zoje resources company and de'ao company shall be liable for compensation for half of the debts of Huaxiang company within the range of 158566666667 yuan respectively." In this judgment, The provisions cited in the judgment of first instance are Article 7 of the interpretation of the Supreme People's Court on Several Issues concerning the application of the guarantee law of the people's Republic of China: "If the main contract is valid but the guarantee contract is invalid, the creditor and the guarantor shall bear corresponding civil liability according to their respective faults. If both the creditor and the guarantor are at fault, the part of the guarantor bearing civil liability shall not exceed one-half of the part that the debtor cannot pay off".
The judgment of the first instance stated that "in this case, Guangzhou Rural Commercial Bank... Xinchao company, Zoje resources company and de'ao company... Are all at fault and should bear part of the responsibility." In this case, Guangzhou rural commercial bank is the creditor and three listed companies are the guarantors. According to the provisions of Article 7 of the interpretation of the Supreme People's Court on Several Issues concerning the application of the guarantee law of the people's Republic of China, Guangzhou rural commercial bank undertakes one-half by itself, and St Zoje, Shandong Xinchao Energy Corporation Limited(600777) , ST de'ao are the guarantors, The three listed companies bear the other half in total. According to tianyancha, the registered capital of Huaxiang investment is 30 million yuan. The equity structure and foreign investment are as follows:
Yan Moumou, Huo Moumou
Subscribed amount: 15 million yuan subscribed amount: 15 million yuan
50% 50%
Huaxiang (Beijing) Investment Co., Ltd
Holding 99.8% 14% 001816%
Yinchuan Runxi equity investment management, Beijing Shunjie Investment Center (Shenzhen Fucai equity investment partnership)
Xinye (limited partnership) (limited partnership)
Subscribed amount: 499 million yuan subscribed amount: 4.2 million yuan subscribed amount: 100000 yuan
According to the inquiry, Huaxiang investment was listed as a dishonest executee in October 2021 due to other lawsuits, and its equity of Yinchuan Runxi equity investment management center (limited partnership) was also frozen by the judiciary in November 2021. Assuming that Huaxiang investment is insolvent, the company, Shandong Xinchao Energy Corporation Limited(600777) , ST de'ao need to pay compensation for half of the debts that cannot be paid off by "Huaxiang investment" within the range of 1585666666667 yuan of debt principal, 7978551 yuan of case acceptance fee and property preservation fee, totaling 159364521767 yuan. The company believes that assuming that the judgment of Guangzhou intermediate people's court takes effect, The company will face the following compensation possibilities: (1) the judicial execution authority will only execute one relevant asset of the company, and the company will bear the compensation liability of up to 159364521767 yuan, and the company has no right of recourse.
(2) There is a sequence in the execution. The judicial execution organ chooses to execute the assets of one or two other companies with strong debt performance ability first. If the assets of one or two other companies are sufficient to pay off the debts, the liability of the company is zero, and other companies have no right of recourse against the company.
(3) There is no order in the execution, and the judicial execution organ executes the relevant assets of the three companies at the same time.
According to the public information inquired by the company, the relevant information of the latest audited financial statements of the company and the other two companies is as follows:
Unit: 10000 yuan
