Securities code: Orient Group Incorporation(600811) securities abbreviation: Orient Group Incorporation(600811) Announcement No.: pro 2022024 Orient Group Incorporation(600811)
Announcement on the signing of settlement agreement and litigation progress of subsidiaries
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content: the litigation stage of the case: the court has accepted and has not yet held a court session. Party status of listed company: defendant. After comprehensively considering the needs of the company's production, operation and business development and quickly eliminating the adverse impact of asset freeze on the listed company, the company's holding subsidiary Guokai Dongfang Urban Development Investment Co., Ltd. (hereinafter referred to as "Guokai Dongfang") and the plaintiff Shandong TianShang Real Estate Co., Ltd. (hereinafter referred to as "Shandong Tianshang") signed the agreement, The parties agree that the cooperation agreement between Shandong TianShang Real Estate Co., Ltd., Guokai Dongfang Urban Development Investment Co., Ltd. and Xianfeng Zhongrun Biotechnology Co., Ltd. on plots A01, A03 and A04 in Fengtai District, Beijing signed in January 2019 will not be continued, and Guokai Dongfang will return the down payment of RMB 1 billion paid by Shandong Tianshang and pay interest, Each party shall not be held liable for breach of contract.
The termination of the cooperation agreement is expected to have an impact on the profit and loss of the company's consolidated statements of about -433 million yuan, of which the impact on the company's net profit in 2021 is about -356 million yuan. The above calculation data is the preliminary calculation of the company's financial department, and the final profit and loss amount is subject to the examination and approval result of the company's annual audit and accounting firm. The termination of the cooperation agreement must be submitted to the general meeting of shareholders of the company for deliberation.
Orient Group Incorporation(600811) (hereinafter referred to as "the company") convened the 19th meeting of the 10th board of directors on March 10, 2022, and deliberated and adopted the proposal on Approving the termination of cooperation agreement by subsidiaries with 9 votes in favor, 0 votes against and 0 abstentions. After comprehensively considering the needs of production, operation and business development of the company Quickly eliminate the adverse impact of asset freeze on listed companies and other factors, and agree to sign the agreement between the company's holding subsidiary Guokai Oriental Urban Development Investment Co., Ltd. (hereinafter referred to as "Guokai Oriental") and Shandong TianShang Real Estate Co., Ltd. (hereinafter referred to as "Shandong Tianshang"). The parties agree that the cooperation agreement between Shandong TianShang Real Estate Co., Ltd., Guokai Dongfang Urban Development Investment Co., Ltd. and Xianfeng Zhongrun Biotechnology Co., Ltd. on plots A01, A03 and A04 in Fengtai District, Beijing (hereinafter referred to as the "cooperation agreement on plots A01, A03 and A04 in Fengtai District, Beijing") signed in January 2019 will not be performed, Guokai Oriental will return the down payment of RMB 1 billion paid by Shandong Tianshang and pay interest, and each party will not investigate the liability for breach of contract. The total amount of principal, interest and related expenses paid by CDB Oriental to Shandong Tianshang is 143305315897 yuan. The starting date of interest is January 25, 2019, and the comprehensive interest rate cost is 11.92%. The impact amount of the final profit this time is about -356 million yuan. The above calculation data is the preliminary calculation of the company's financial department, and the final profit and loss amount is subject to the examination and approval result of the company's annual audit accounting firm. The signing of the settlement agreement must be submitted to the general meeting of shareholders of the company for deliberation.
The company and the controlling shareholder Orient Group Incorporation(600811) Co., Ltd. respectively issued letters of guarantee to provide joint and several liability guarantee for the performance of Guokai Oriental, with the guarantee amount of RMB 143305315897. Up to now, the company has provided guarantee balance of 8.788 billion yuan for subsidiaries (including subsidiaries as subsidiaries) within the scope of consolidated statements, including 2.933 billion yuan (including this guarantee) for CDB, and the guarantee amount does not exceed the limit authorized by the 2020 annual general meeting of shareholders held by the company on June 24, 2021.
1、 Basic information of cooperation agreement and related litigation
In January 2019, Guokai Oriental, Shandong Tianshang and Xianfeng Zhongrun Biotechnology Co., Ltd. signed the cooperation agreement between Shandong TianShang Real Estate Co., Ltd., Guokai Oriental Urban Development Investment Co., Ltd. and Xianfeng Zhongrun Biotechnology Co., Ltd. on plots A01, A03 and A04 in Fengtai District, Beijing (hereinafter referred to as the "cooperation agreement of class a three plots"), Shandong Tianshang and Guokai Dongfang set up a joint venture company with 95% and 5% capital contribution respectively, and the joint venture company transferred 100% equity of Beijing Qinglonghu Tengshi Real Estate Development Co., Ltd. (hereinafter referred to as "Tengshi company") held by Guokai Dongfang (the corresponding underlying assets are the assets of the remaining plot A01 of Jingtu Zhengchu hang (Feng) [2013] No. 110, Fengtai District, Beijing held by Tengshi company) And the purchase of the remaining plot project assets of plots A03 and A04, No. 039 [2012] of Jingtu zhengchuzhao (Feng), Fengtai District, Beijing, held by Beijing Qinglonghu International Exhibition Co., Ltd., a secondary wholly-owned subsidiary of Guokai Oriental. The total transaction price mentioned above is RMB 305385 million. In order to ensure the smooth performance of the above-mentioned "A-3 plot cooperation agreement", the company provides joint and several liability guarantee for the execution of the above-mentioned "A-3 plot cooperation agreement" signed by CDB, with a guarantee amount of RMB 1 million. On January 25, 2019, Guokai Oriental received the initial payment of RMB 1 million for the equity transfer of Tengshi company paid by Shandong Tianshang according to the cooperation agreement on class a three plots. For details, please refer to the announcement on the resolution of the 19th meeting of Orient Group Incorporation(600811) the ninth board of directors (Announcement No.: pro 2019003), announcement on the signing of cooperation agreement by Orient Group Incorporation(600811) subsidiaries (Announcement No.: pro 2019005) and announcement on the signing of cooperation agreement by subsidiaries disclosed by the company on January 29, 2019 Announcement of Orient Group Incorporation(600811) on providing guarantee for subsidiaries (Announcement No.: pro 2019007) and related announcements, supplementary announcement of Orient Group Incorporation(600811) on signing cooperation agreement by subsidiaries (Announcement No.: pro 2019009) disclosed on January 30, 2019, The announcement on the resolution of Orient Group Incorporation(600811) 2019 first extraordinary general meeting of shareholders (Announcement No.: pro 2019011) disclosed on February 16, 2019, and the announcement on the progress of Orient Group Incorporation(600811) signing cooperation agreement with subsidiaries (Announcement No.: pro 2020001) disclosed on January 2, 2020. During the period from October 25, 2021 to October 26, 2021, the company, Guokai Dongfang and the controlling shareholder Orient Group Incorporation(600811) Co., Ltd. received the notice of response ((2021) Jing 02 min Chu No. 370) from Beijing Second Intermediate People's court respectively.
The plaintiff, Shandong Tianshang, requested to terminate the cooperation agreement for class a three plots, and the defendant, Guokai Dongfang, returned the price paid by the plaintiff of RMB 1 billion, and the interest calculated at the annual interest rate of 12% until the date of actual payment was temporarily calculated as RMB 30312328464 until the date of filing the lawsuit (August 4, 2021). The defendant 2 Orient Group Incorporation(600811) Co., Ltd The third defendant Orient Group Incorporation(600811) shall be jointly and severally liable for the above payment obligations. See the announcement of Orient Group Incorporation(600811) on the receipt of civil indictments by the company and its subsidiaries (Announcement No.: pro 2021066) disclosed by the company on October 28, 2021 for details.
On March 2, 2022, the company received the notice of judicial freezing and judicial transfer of equity (2022 SZ No. 0302-2) from China Securities Depository and Clearing Co., Ltd. Shanghai Branch. All the non tradable shares of China Minsheng Banking Corp.Ltd(600016) (hereinafter referred to as " China Minsheng Banking Corp.Ltd(600016) ") and Jinzhou Port Co.Ltd(600190) (hereinafter referred to as " Jinzhou Port Co.Ltd(600190) ") held by our company And all the non tradable shares of our company held by our controlling shareholder Orient Group Incorporation(600811) Co., Ltd. have been frozen and marked by justice. For details, please refer to Orient Group Incorporation(600811) announcement on judicial freezing and litigation progress of some assets disclosed by the company on March 4, 2022 (Announcement No.: pro 2022017).
2、 Main contents of the settlement agreement
Party A: Shandong TianShang Real Estate Co., Ltd
Party B: Guokai Dongfang Urban Development Investment Co., Ltd
After friendly negotiation, after the signing of this agreement, Party A and Party B agree to terminate the original contract, the original contract will no longer be performed, Party B will return the payment paid by Party A, and each party will not investigate the liability for breach of contract. Now Party A and Party B have reached the following agreement: (I) cooperation content
1.1 if the original contract is terminated, the original contract will not be performed, and each party will not investigate the liability for breach of contract.
1.2 Party B shall return 1 billion yuan and interest paid by Party A. The interest is calculated from January 25, 2019 to August 30, 2022. (the total principal and interest paid by Party B is 142881345097 yuan, and the comprehensive interest rate cost is 11.92%)
1.2.1 before April 30, 2022, Party B shall pay 100 million yuan (in words: 100 million yuan) to Party A to pay interest.
1.2.2 before August 30, 2022, Party B shall pay the principal and remaining interest to Party A.
1.3 before August 30, 2022, Party B shall pay Party A the legal fees, insurance premiums, preservation fees and lawyer fees required by Party A to realize the creditor's rights, with a total amount of RMB 423970800.
1.4 after signing this agreement, Party A and Party B shall perform this agreement according to the following agreement and order:
1.4.1 Orient Group Incorporation(600811) Co., Ltd. issues a written letter of guarantee to Party A Orient Group Incorporation(600811) issue a written letter of guarantee to Party A;
1.4.2 Party B is responsible for the implementation and provision of Oriental Anyi International Hotel (held by Beijing Qinglonghu International Convention and Exhibition Co., Ltd., located in courtyard 2, Wenlin North Street, Fengtai District, Beijing, real estate ownership certificate No.: Jing (2015) Fengtai District real estate ownership No. Jiangsu Zhongchao Holding Co.Ltd(002471) 0, The real estate has been mortgaged to Kunlun Trust Co., Ltd.) and A04 open space (real property certificate No.: Jingfeng Guoyong (2013) No. 00083) for the court to seal up. Party B submitted an application for replacement of preserved assets to the court, and Beijing Qinglonghu International Exhibition Co., Ltd. agreed to provide the above assets to the court as a guarantee and produce a letter of commitment. At the same time, Party A applies to Beijing Second Intermediate People's court for: ① lifting the judicial freeze and judicial mark on all the shares held by Orient Group Incorporation(600811) Co., Ltd; ② The judicial freeze and judicial mark of China Minsheng Banking Corp.Ltd(600016) and Jinzhou Port Co.Ltd(600190) all shares held by Orient Group Incorporation(600811) and Jinzhou Port Co.Ltd(600190) shall be lifted.
1.4.3 Party A and Party B jointly apply to the Beijing Second Intermediate People's court to issue a civil mediation letter in accordance with this agreement.
1.4.4 after Party B repays all the principal and interest and the expenses in Annex II, Party A shall apply to Beijing Second Intermediate People's court for lifting all litigation preservation measures within three working days from the date of settlement of the above funds.
(II) follow up cooperation
Party A and Party B and their respective shareholders agree to reach further cooperation on projects in the field of high and new technology. According to the cooperation intention, the principal and interest payable by Party B to Party A can be used as the capital contribution or transfer payment of Party A or Party A's shareholders, which shall be subject to the cooperation agreement signed by the cooperation subject.
(III) liability for breach of contract
3.1 if Party B fails to pay the agreed amount to Party A in full on schedule in accordance with Article 1 of this contract, the overdue amount shall be paid liquidated damages at four times of the market quotation interest rate of one-year loan.
3.2 if the judicial freezing and judicial mark lifting of the shares listed in item 1.4.2 of article I are not completed within 30 working days from the date of signing this agreement, the judicial freezing and judicial mark lifting of Orient Group Incorporation(600811) all the shares held by Orient Group Incorporation(600811) Co., Ltd., Orient Group Incorporation(600811) and Jinzhou Port Co.Ltd(600190) all the shares held by Orient Group Incorporation(600811) Co., Ltd. will be lifted automatically from the date of expiration of this agreement.
3.3 if Party A delays in handling item 1.4.4 of Article 1 of this agreement, Party A shall pay liquidated damages to Party B at four times of the market quotation interest rate of one-year loan based on the sum of the amounts listed in paragraphs 1.2 and 1.3 of Article 1 for each day of delay.
3、 Impact on the company and risk tips
At present, due to the contract dispute between Shandong Tianshang and Guokai Dongfang, Orient Group Incorporation(600811) Co., Ltd., the company and Xianfeng Zhongrun Biotechnology Co., Ltd., all the non tradable shares of China Minsheng Banking Corp.Ltd(600016) and Jinzhou Port Co.Ltd(600190) held by our company have been judicially frozen and marked by the court for a period of three years, The longer litigation trial cycle and asset freeze period will have a great adverse impact on the normal production and operation activities of our company. After comprehensively considering the needs of the company's production, operation and business development, and quickly eliminating the adverse impact of asset freeze on listed companies, the board of directors of the company agreed that Guokai Oriental signed the agreement on termination of cooperation. The termination of the cooperation agreement is expected to have an impact on the profit and loss of the company's consolidated statements of about -433 million yuan, of which the impact on the company's net profit in 2021 is about -356 million yuan. The above calculation data is the preliminary calculation of the company's financial department, and the final profit and loss amount is subject to the examination and approval result of the company's annual audit and accounting firm.
After the signing of the agreement, the company and its subsidiary Guokai Oriental will actively promote the lifting of the judicial freezing of relevant assets and timely fulfill the obligation of information disclosure according to the progress of the matter. The information disclosure media designated by the company is the website of Shanghai Stock Exchange (www.sse. Com. CN.) And Shanghai Securities News, China Securities News, securities times and Securities Daily. The information about the company shall be subject to the information published in the above designated media. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Orient Group Incorporation(600811) board of directors March 11, 2022
