Securities code: 300025 securities abbreviation: Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) Announcement No.: 2022-005 Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025)
Disposal of overdue debts and related performance commitment compensation rights of Internet harbor
Announcement on signing Supplementary Agreement III
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.
Special tips:
1. On March 18, 2021, Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) (hereinafter referred to as ” Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) ” or “the company”) and Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “Internet harbor”) and Hangzhou Dacheng Technology Co., Ltd. (hereinafter referred to as “Dacheng Technology”) Ren Zhiyuan signed the supplementary agreement on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “supplementary agreement I”), and negotiated and changed the overdue debt and other relevant terms of the original agreement. At the time of signing the supplementary agreement I, Internet harbor still owed the company a loan principal of 47.2346 million yuan, and Internet harbor promised to pay off all the loan principal and interest before December 31, 2021. As of the date of this announcement, in 2021, Internet harbor had returned the loan principal of RMB 18.2346 million to the company, and the loan principal owed to the company was RMB 29 million. Internet harbor did not return the loan on schedule in accordance with the provisions of supplementary agreement I.
2. On December 30, 2021, the company signed supplementary agreement III on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “Supplementary Agreement III”) with internet harbor, Dacheng Technology and Ren Zhiyuan, and reached a deferred repayment scheme for the outstanding loan of 29 million yuan from Internet harbor.
3. The Supplementary Agreement III stipulates the right of performance compensation as follows: if Internet harbor pays off all the loan principal and interest in accordance with the Supplementary Agreement III, the company agrees to continue to transfer all the right of performance compensation to Dacheng Technology.
4. In view of the poor operation of the Internet harbor, although the signatories of the agreement have the sincerity to perform the agreement and the corresponding amount of creditor’s rights continues to decrease, there is still great uncertainty about the company’s recovery of all loans and interests. The company will strengthen the financial supervision of Internet harbor and urge it to repay the company’s loans.
5. The signing of this Supplementary Agreement III does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
6. The Supplementary Agreement III is established after being signed or sealed by all parties, and takes effect from the date of approval of the Supplementary Agreement III by the board of directors and the general meeting of shareholders of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) . Supplementary Agreement III has been deliberated and adopted at the 11th meeting of the 6th board of directors of the company and needs to be submitted to the general meeting of shareholders for approval.
1、 Overview of the situation
On September 28, 2018, the company, Ren Zhiyuan, Internet harbor, Shenzhen Qianhai Huaxing AsiaInfo investment partnership (limited partnership) (hereinafter referred to as “Shenzhen Qianhai”) and Dacheng technology reached an agreement on the company’s transfer of 34% equity of Internet harbor and related matters, Sign the equity transfer agreement between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as the “original agreement”). When the original agreement was signed, the loan principal owed by Internet harbor to the company was 127.85 million yuan, and Internet harbor promised to pay off all the debts before December 31, 2020. As of December 31, 2020, Internet harbor had returned the loan principal of RMB 80.6154 million to the company, and the loan principal owed to the company was RMB 47.2346 million. Internet harbor did not return the loan of the company in accordance with the original agreement.
On March 18, 2021, the parties to the original agreement signed the supplementary agreement on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as “supplementary agreement I”) with effective conditions on the basis of full negotiation, and negotiated and changed the overdue debt and other relevant terms of the original agreement. At the time of signing the supplementary agreement I, Internet harbor still owed the company a loan principal of 47.2346 million yuan, and Internet harbor promised to pay off all the loan principal and interest before December 31, 2021. Since the beginning of 2021, Internet harbor has returned the loan principal of 18.2346 million yuan to the company, and the loan principal owed to the company is 29 million yuan.
The company is based on: 1. The actual operation status of Internet harbor with continuous losses and negative net assets and the actual situation of relevant guarantees (described in detail below); 2. The actual results of the repayment of the loan principal of RMB 18.2346 million by Internet harbor in 2021; 3. The transfer agreement has been reached for 17% equity of Internet harbor, but the delivery has not been completed. The company needs to maintain the relatively stable operation of Internet harbor, and the company agrees to reach a further deferred repayment plan with internet harbor. On December 30, 2021, the company signed supplementary agreement III on equity transfer of Beijing Internet harbor Technology Co., Ltd. between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing venture Communication Technology Co., Ltd. (hereinafter referred to as “Supplementary Agreement III”) with effective conditions with internet harbor, Dacheng Technology and Ren Zhiyuan, The parties have made changes on the settlement arrangement of overdue debts of Internet harbor and the disposal of relevant performance commitment and compensation rights.
Supplementary Agreement III has been deliberated and adopted at the 11th meeting of the 6th board of directors of the company and needs to be submitted to the general meeting of shareholders for approval. Meanwhile, the general meeting of shareholders is requested to authorize Mr. Zhu Dongcheng, chairman of the company, to handle the follow-up specific related matters of Supplementary Agreement III on behalf of the company.
The signing of this Supplementary Agreement III does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Relevant information of the borrower and the guarantor
1. Basic information of interconnected harbor
Name: Beijing Internet harbor Technology Co., Ltd
Date of establishment: June 5, 2009
Enterprise type: limited liability company
Registered address: floor 01-03, plant 7, yard 1, Jiuxianqiao East Road, Chaoyang District, Beijing
Registered capital: 50 million yuan
Legal representative: Ren Zhiyuan
Relationship with the company: the company holds 17% equity of Internet harbor
Business scope: technology promotion services; Computer system services; Computer technology training; Basic software services; Software development; Sales of computers, software and auxiliary equipment; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.5); Internet data center business in Category I value-added telecom services, China Internet virtual private network business in Category I value-added telecom services, and Internet access service business in Category I value-added telecom services (the business license for value-added telecom services is valid until November 14, 2018); Information service industry in the second category of value-added telecom services (only Internet information services) (the operation license of Telecom and information service business is valid until January 20, 2020).
According to the asset appraisal report (Kyp [2021] No. 801) issued by Kunyuan Asset Appraisal Co., Ltd., as of September 30, 2021, the appraisal value of all shareholders’ equity of Internet Harbor was -170287134.15 yuan. The corresponding appraisal value of 17% held by the company is -28948812.81 yuan.
According to the audit report (DLH [2021] No. a01-017) issued by Beijing Dongshen Dingli International Certified Public Accountants Co., Ltd., the total assets of Internet harbor as of December 31, 2020 were 289022949.66 yuan, the total liabilities were 371741481.90 yuan and the net assets were -82718532.24 yuan. (the above data is the audited unconsolidated statement data)
According to the financial statements provided by the Internet harbor, the unaudited financial data (consolidated statements) of the latest year and the first period of the Internet harbor are as follows: as of December 31, 2020, the total assets of the Internet harbor are 286343400 yuan, the total liabilities are 391602800 yuan, the total accounts receivable are 171.7242 million yuan, and the net assets are – 105.2593 million yuan; In 2020, the operating income was 355260300 yuan, the operating profit was – 78.2807 million yuan, the total profit was – 77.9692 million yuan, and the net profit was – 76.8833 million yuan. As of September 30, 2021, the total assets of Internet harbor are 274.2543 million yuan, the total liabilities are 402.952 million yuan, the total receivables are 157.0695 million yuan, and the net assets are – 128.6977 million yuan; From January to September 2021, the annual operating income was 481.3796 million yuan, the operating profit was -3.0465 million yuan, the total profit was -2.9557 million yuan, and the net profit was -3.6948 million yuan.
(1) Business situation
After receiving the equity of Internet harbor, Dacheng Technology has struggled to maintain the operation of Internet harbor for more than three years. Dacheng Technology has assisted the Internet harbor to actively explore the market, and has opened CDN business and IDC resale business. The use of relevant businesses has gradually increased. During the stable operation of the business, the consolidated monthly income can be stabilized at about 40 million yuan and the average monthly net cash flow can be 3 million yuan. As of September 30, 2021, the accounts payable in the financial statements of Internet harbor is 276640325.28 yuan, and the total current liabilities are 402952018.47 yuan. Although the income of Internet harbor is large, its current liabilities are as high as 402952018.47 yuan, and its net assets are -82718532.24 yuan,. The overall operational risk is still high.
(2) Introduction of new shareholders
At present, Internet harbor plans to introduce a new investor Haoteng investment. If the equity transfer agreement is successfully performed, Haoteng investment will become a new investor of Internet harbor.
2. Relevant information of the guarantor
Ren Zhiyuan pledged 44% of the equity of Internet harbor to the company as the guarantee for the company to provide loans and external guarantees to Internet harbor. Ren Zhiyuan assumed personal joint and several liability guarantee for the company’s loans to Internet harbor.
Dacheng Technology pledged 34% equity of Internet harbor to the company as the guarantee for the company to provide loans and external guarantees to Internet harbor. According to the public information of the industrial and commercial archives of the Internet harbor and the enterprise credit network, in addition to holding 44% of the equity of the Internet harbor, Ren Zhiyuan also holds 10% of the equity (corresponding capital contribution of 333300 yuan) of Beijing Xinrui Ledong Technology Co., Ltd. (registered capital of 3333300 yuan), It holds 8.57% equity of Shenzhen Boyuan sunshine investment fund management partnership (limited partnership) (with a total capital contribution of 35 million yuan) (corresponding capital contribution of 3 million yuan). Due to the case of Beijing Yaxin Zhonghe Investment Center (limited partnership) v. Ren Zhiyuan’s equity transfer dispute, at present, Ren Zhiyuan’s 44% equity of the above Internet harbor and 10% equity of Beijing Xinrui Ledong Technology Co., Ltd. have been frozen by the execution ruling of Beijing Chaoyang District Court (2021) Jing 0105 No. 38065, And the court has issued the consumption restriction order to Ren Zhiyuan on September 23, 2021. According to the China judicial documents network, Ren Zhiyuan failed to fulfill his payment obligations in the “(2019) Liao 0204 min Chu No. 3487” private loan dispute case sued by the plaintiff Jin bingduo, and was issued an “2020) Liao 0204 Zhi No. 468” enforcement ruling by the people’s Court of Shahekou District, Dalian, ruling to freeze and transfer his own bank deposits. On March 19, 2020, The court issued an enforcement ruling of “(2020) Liao 0204 Zhi No. 468-1”, found that Ren Zhiyuan had “no property available for enforcement”, ruled to terminate the enforcement procedure, and issued a consumption restriction order on the same day to take consumption restriction measures against Ren Zhiyuan. If the company sues Ren Zhiyuan, it will also face the dilemma that it is insolvent and needs to conduct judicial auction or discount to offset the principal and interest of the 29 million yuan loan. However, the equity has been frozen by a third party. Even if it can be auctioned by judicial auction, in view of the serious losses of Internet harbor, it is more likely to be sold out; If the 44% equity cannot be discounted by auction, the company will offset the 44% equity discount against Ren Zhiyuan’s performance compensation debt, which will increase the company’s shareholding ratio in Internet harbor from 17% to 61%, and Internet harbor will become the company’s holding subsidiary.
If the company sues Dacheng Technology, the other guarantor of the Internet harbor loan, its main assets are 34% equity of Internet harbor and does not actually operate other businesses, which is similar to the judicial disposal of 44% equity of Internet harbor. 3、 Main contents of Supplementary Agreement III
1. Repayment of Internet harbor loan agreed in Article 5.1 of the original agreement and Article 1 of supplementary agreement I
1.1 loan extension and repayment plan
Whereas, after the signing of the original agreement, Internet haven has returned the loan principal and interest of RMB 80.6154 million to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as of December 31, 2020, and since Internet haven has returned the loan principal of RMB 18.2346 million to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as of December 31, 2021 after the signing of supplementary agreement I, The loan principal of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) 29 million yuan owed by the Internet port fails to be repaid as agreed before December 31, 2021. The parties extend and adjust the repayment plan of the Internet port in Article 1.1 of the supplementary agreement as follows:
Internet harbor promises to repay the loan principal of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) 29 million yuan in four installments, including 3 million yuan before March 31, 2022; Repay the loan principal of RMB 7 million before June 30, 2022; Repay the loan principal of RMB 9.5 million before September 30, 2022; Repay the loan principal of RMB 9.5 million before December 31, 2022 (if the above last repayment date is a non working day, it is the working day before that date). Internet harbor promises to pay the loan interest to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) in four installments, and pay the interest on the loan of 29 million yuan before the last day of the month at the end of each quarter in the four quarters of 2022 (if the last day of the month is a non working day, it is the previous working day of that day) (the annual interest rate is 7%, and if part of the principal has been repaid, the interest will be reduced accordingly).
Before the loan is fully repaid, Internet harbor shall accept Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) the supervision of its financial funds; Such as interconnection
