Securities code: 300325 securities abbreviation: Dewei Xincai Announcement No.: 2021-103
Jiangsu Dewei Advanced Materials Co.Ltd(300325)
Announcement on debt forgiveness
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.
Jiangsu Dewei Advanced Materials Co.Ltd(300325) (hereinafter referred to as “Dewei new material” or “the company”) received today from China Overseas Urban Development Co., Ltd. (hereinafter referred to as “China overseas urban development”) Jiangsu Branch of China Huarong Asset Management Co., Ltd. (hereinafter referred to as “Huarong Asset Jiangsu branch”) and Jiangsu Branch of China Cinda Asset Management Co., Ltd. (hereinafter referred to as “Cinda Asset Jiangsu branch”). Notice on restructuring investment, notice on debt compensation and letter on debt exemption. Relevant matters are hereby announced as follows: I. transfer of creditor’s rights
1. On December 24, 2021, Cinda assets Jiangsu Branch signed the creditor’s right transfer agreement with Suzhou Branch of Hengfeng Bank Co., Ltd. (hereinafter referred to as “Hengfeng bank”) and Agricultural Bank Of China Limited(601288) Suzhou Branch (hereinafter referred to as ” Agricultural Bank Of China Limited(601288) “), The creditor’s rights of RMB 184488800 held by Hengfeng bank and Agricultural Bank Of China Limited(601288) to the company and all relevant master-slave rights (including creditor’s rights principal, interest and other rights under relevant asset documents) were transferred to Xinda assets Jiangsu branch.
On December 27, 2021, the company received the notice of creditor’s rights transfer signed by Cinda assets Jiangsu Branch, Hengfeng bank and Agricultural Bank Of China Limited(601288) . According to the notice, the company will no longer bear debts to the original creditors Hengfeng bank and Agricultural Bank Of China Limited(601288) , but will instead bear debts to Cinda assets Jiangsu Branch, and Cinda assets Jiangsu Branch will become the creditor of the company. As of December 24, 2021, Jiangsu Branch of Cinda assets has a creditor’s right of 186.0305 million yuan to the company.
On December 31, 2021, the company received the notice of debt compensation issued by CNOOC chengkai to the company. After confirmation by CNOOC chengkai and Cinda assets Jiangsu Branch, the company paid 54 million yuan of the company’s debt to Cinda assets Jiangsu branch on behalf of CNOOC chengkai. Based on the above situation, CNOOC chengkai has a creditor’s right of 54 million yuan to the company, Xinda assets Jiangsu Branch has a creditor’s right of 132.0305 million yuan to the company. 2. On June 11, 2021, Huarong assets Jiangsu branch and Bank Of Communications Co.Ltd(601328) Suzhou Branch (hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) “) signed the single household creditor’s rights transfer agreement, and Bank Of Communications Co.Ltd(601328) transferred the creditor’s rights of RMB 133.6905 million held by the company and all relevant master-slave rights (including creditor’s rights principal, interest, penalty interest, compound interest and expenses) to Huarong assets Jiangsu branch, The interest after the transfer base date shall be subject to the method agreed in the original loan contract or the effective legal document.
The company received the confirmation letter of creditor’s rights transfer signed by Bank Of Communications Co.Ltd(601328) Taicang branch in December 2021. According to the letter, the company will no longer bear the debt to the original creditor Bank Of Communications Co.Ltd(601328) , but to Huarong assets Jiangsu branch. Huarong assets Jiangsu Branch has become the creditor of the company. As of December 30, 2021, Huarong assets Jiangsu Branch has a creditor’s right of 143190000 yuan to the company.
On December 31, 2021, the company received the notice of debt compensation issued by China overseas urban development to the company. After confirmation by China overseas urban development and Huarong assets Jiangsu Branch, 56.22 million yuan of the company’s debt to Huarong assets Jiangsu branch was paid by China Overseas Urban Development on behalf of the company. Based on the above situation, China overseas urban development has a creditor’s right of 56.22 million yuan to the company, Huarong assets Jiangsu Branch has a creditor’s right of 86.97 million yuan to the company. 2、 Debt forgiveness
On December 31, 2021, the company received letters from China overseas chengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu branch on Exempting the company’s debts. Among them, China Overseas City exempted the company’s debt of 110.22 million yuan, Huarong assets Jiangsu Branch exempted the company’s debt of 86.97 million yuan, Xinda assets Jiangsu Branch exempted the company’s debt of 132.0305 million yuan, and the company’s debt repayment obligation of 329.22 million yuan was exempted in total. It took effect from the date of issuing the circular. This debt exemption has no conditions for the company. 3、 Basic information of creditors 1. Basic information of creditors 1.1 Company Name: China Overseas Urban Development Co., Ltd. unified social credit Code: 91110113ma01l8bh32 legal representative: Ding Hua enterprise nature: limited liability company (state-owned holding)
Date of establishment: July 5, 2019
Address: No. 3, qianbeigong East Road, Dahuashan Town, Pinggu District, Beijing business scope: Road cargo transportation; Local real estate development; Planning management services; Water pollution control; China land freight forwarder; Packaging services; Import and export of goods, import and export of technology and import and export agency; Technology development, technology promotion, technical consultation and technical services; Sales of steel, mineral products (excluding coal), chemical products (excluding dangerous chemicals and class I precursor chemicals), wood, mechanical equipment, communication equipment, Wujinjiaodian (excluding electric bicycles), rubber products, electronic products, instruments and meters, building materials (excluding sand and gravel products), office supplies and daily necessities; General contracting of construction; Engineering management services; Conference services. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) Actual controller: China Association for the promotion of urbanization 1.2 Company Name: Jiangsu Branch of China Huarong Asset Management Co., Ltd. unified social credit Code: 91320000720579647x legal representative: yuan Caiping enterprise nature: branch of Co., Ltd. (unlisted)
Date of establishment: April 28, 2000
Domicile: No. 42, East Beijing Road, Nanjing business scope: acquisition, entrusted operation of non-performing assets of financial institutions and non-financial institutions, management, investment and disposal of non-performing assets; Converting creditor’s rights into equity, and managing, investing and disposing of equity assets; Bankruptcy administration; outbound investment; Buying and selling securities; Issuing financial bonds, inter-bank dismantling, trusteeship with other financial institutions and closing clearing businesses; Financial, investment, legal and risk management consulting and consulting services; Asset and project evaluation. [for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments] actual controller: Ministry of finance of the people’s Republic of China 1.3 unified social credit code of Jiangsu Branch of China Cinda Asset Management Co., Ltd.: 9132010071624473xh legal representative: Yao satellite enterprise nature: Branch of Co., Ltd. (listed and state-controlled)
Date of establishment: September 1, 1999
Address: room 1801, room 1901 and room 2001, building 10, No. 377, middle Jiangdong Road, Jianye District, Nanjing
Business scope: carry out business activities under the authorization of the company within the business scope approved by Bank Of China Limited(601988) Industry Regulatory Commission. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments] actual controller: Ministry of finance of the people’s Republic of China 2. Relationship between creditors and the company
The company received the confirmation letter of Jiangsu Dewei Advanced Materials Co.Ltd(300325) restructuring investors from Jiangsu Dewei Advanced Materials Co.Ltd(300325) temporary manager on July 30, 2021. The specific contents are as follows: Jiangsu Dewei Advanced Materials Co.Ltd(300325) temporary manager held the evaluation meeting of Jiangsu Dewei Advanced Materials Co.Ltd(300325) restructuring investor selection committee after issuing the recruitment announcement of restructuring investors on June 25, 2021, The temporary manager confirms that CNOOC chengkai is the reorganization investor of Dewei new materials.
On December 31, 2021, the company received the reorganization investment notice letter issued by the company’s reorganization investor zhonghaiwaichengkai to the company. Zhonghaiwaichengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu branch respectively negotiated and determined that zhonghaiwaichengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu Branch will jointly participate in the company’s reorganization investment. As potential shareholders of the company, CNOOC chengkai, Huarong assets Jiangsu branch and Cinda assets Jiangsu branch have no property rights, business, assets, personnel and other relations with the listed company, and no other interest arrangements except the above-mentioned creditor’s rights and debts. 4、 Impact of this debt waiver on the company
CNOOC chengkai, Huarong assets Jiangsu branch and Cinda assets Jiangsu branch are potential shareholders of the company. According to the relevant provisions of the accounting standards for business enterprises, this debt exemption is regarded as an equity transaction, and the amount of exempted debt is included in the company’s capital reserve, which will affect the company’s financial statements in 2021 – increase the company’s net assets in 2021. The final accounting treatment will be subject to the results confirmed by the certified public accountant in the annual audit. 5、 Risk tips
According to the requirements of relevant systems, prior to the implementation of debt restructuring, Huarong assets Jiangsu branch and Cinda assets Jiangsu branch shall publish 20 working days’ announcements and public disposal procedures on qualified newspapers, Huarong website and Cinda website, and no effective objection is raised during the above procedures. The company will cooperate with Huarong assets Jiangsu Branch Cinda assets Jiangsu branch and China overseas urban development officially signed the debt restructuring agreement. If other parties raise effective objections or higher bids for this debt restructuring within the above 20 working days, there is a risk that this exemption will be revoked.
This exemption is an exemption with revocation conditions. 6、 Documents for future reference 1. Notice of debt exemption issued by China Overseas Urban Development Co., Ltd. to the company; 2. Letter on debt exemption issued by Jiangsu Branch of China Huarong Asset Management Co., Ltd. to the company; 3. Notice of debt exemption issued by Jiangsu Branch of China Cinda Asset Management Co., Ltd. to the company; 4. Notice on restructuring investment issued by China Overseas Urban Development Co., Ltd. to the company.
It is hereby announced.
Board of directors
December 31, 2021
