Securities code: 603322 securities abbreviation: Super Telecom Co.Ltd(603322) Announcement No.: 2021-075 Super Telecom Co.Ltd(603322)
Announcement on freezing and risk warning of some accounts of subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The company's disclosure of Meng fanding's use of Sangrui electronics and Minsheng intelligence to provide illegal guarantee and account freezing for its affiliated companies is based on the protection of the right to know of all shareholders, and does not mean that the company recognizes or ratifies the authenticity, validity, legal compliance and behavior of the guarantee itself.
The company believes that the above guarantee has no legal effect, and will entrust a lawyer to deal with the litigation and account freezing arising from the illegal guarantee, and actively adopt legal means to safeguard the legitimate rights and interests of the company and shareholders to the greatest extent.
1、 Freezing of bank accounts of subsidiaries
Super Telecom Co.Ltd(603322) (hereinafter referred to as "the company") found that some bank accounts of the holding subsidiary Shanghai Sangrui Electronic Technology Co., Ltd. (hereinafter referred to as "Sangrui Electronics") and its wholly-owned subsidiary Liaoning Minsheng Intelligent Instrument Co., Ltd. (hereinafter referred to as "Minsheng intelligent") were frozen during a routine inspection of its subsidiaries recently, The details are as follows:
Name of account opening bank account No. account nature frozen amount in account as of December 30, 2021 (10000 yuan)
Shanghai Sangrui Electronics China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 100119 * basic account 15.97 Technology Co., Ltd. Shanghai Zhangjiang sub branch * * * 61
Liaoning Minsheng intelligent instrument Tieling Bank Co., Ltd. 090201 * basic account 106.96 table Co., Ltd. tiaobingshan sub branch * * * 91
Note: except the above two bank accounts are frozen, other bank accounts of the company and its subsidiaries are normal.
After discovering that the above bank accounts were frozen, the company immediately communicated with relevant parties and obtained two civil rulings [(2021) Liao 1281 Caibao No. 27 and (2021) Liao 1281 Caibao No. 29] from Diaobingshan Municipal People's Court on December 30, 2021. As one of the litigation respondents, Sangrui electronics and Minsheng intelligence, Diaobingshan sub branch of Tieling Bank Co., Ltd Hongqi sub branch applied to the court for pre litigation property preservation, resulting in the freezing of the above account. In addition to the discovered pre litigation property preservation behavior, Sangrui electronics and Minsheng intelligence have not received the relevant notice of response, and the relevant cases involved need to be finally determined by the court.
After repeated inquiries from the company, Meng fanding provided the scanned copy of the guarantee contract to the company on December 31, 2021, and the authenticity of its seal needs to be verified. According to the contents of the contract, Meng fanding provided illegal guarantees in the name of Sangrui electronics and Minsheng intelligence for Diaobingshan Hongding Taisong Real Estate Development Co., Ltd. (60% held by Meng fanding) and Diaobingshan Shuntong Coal Industry Co., Ltd. (99% held by Meng Fanmao, Meng fanding's brother) controlled by its related parties without any authorization of the company, The main contents of the guarantee contract are as follows:
Guarantee contract 1 and guarantee contract 2
1. Guarantor: Shanghai Sangrui Electronic Technology Co., Ltd., Liaoning Minsheng Intelligent Instrument Co., Ltd. 2. Borrower: Diaobingshan Hongding Taisong Real Estate Development Co., Ltd
3. Creditor: tiaobingshan sub branch of Tieling Bank Co., Ltd
4. Amount of principal creditor's rights guaranteed: RMB 225760000 and interest, etc
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: the loan principal borrowed by the borrower from the creditor according to the loan contract and the resulting interest, liquidated damages, compensation, handling charges, etc.
7. Guarantee period: two years, calculated from the date when the performance period of independent debt expires or the date when the creditor receives the loan in advance. If the loan contract expires in advance according to the loan contract and the borrower fails to repay in time, the guarantor shall immediately start to perform the guarantee obligation.
Guarantee contract 3
1. Guarantor: Shanghai Sangrui Electronic Technology Co., Ltd
2. Borrower: tiaobingshan Shuntong Coal Industry Co., Ltd
3. Creditor: Hongqi sub branch of Tieling Bank Co., Ltd
4. Amount of principal creditor's rights guaranteed: RMB 195000000 and interest, etc
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: the loan principal borrowed by the borrower from the creditor according to the loan contract and the resulting interest, liquidated damages, compensation, handling charges, etc.
7. The date of early performance of the loan or the date of early performance of the guarantee by the creditor: two years from the date of early performance by the creditor. If the loan contract expires in advance according to the loan contract and the borrower fails to repay in time, the guarantor shall immediately start to perform the guarantee obligation.
2、 Impact on the company and measures taken
The bank accounts of Sangrui electronics and Minsheng intelligent are frozen by the property preservation measures taken by the relevant parties. This matter is expected to have a certain impact on the capital turnover and normal operation of the subsidiary.
After discovering the above problems, the company immediately investigated the relevant facts, and required Meng fanding to immediately stop all illegal acts and unfreeze the bank accounts as soon as possible to eliminate the impact on the company.
According to the Listing Rules of Shanghai Stock Exchange and the management system of subsidiaries of the company, the external guarantee matters shall be reported to the board of directors or the general meeting of shareholders of the company for deliberation and approval and perform the obligation of information disclosure. Meng fanding, as the legal representative of Sangrui electronics and Minsheng intelligent, signed the above guarantee contract with the borrowing bank without authorization, In addition, when handling the relevant procedures of the above guarantee matters, the company did not inform the company, did not perform the reporting and approval procedures specified by the company, did not obtain the effective resolution of the board of directors and the shareholders' meeting of the subsidiary, and did not obtain the approval of the board of directors and the shareholders' meeting of the company. The company considered that the guarantee had no legal effect and belonged to Meng fanding's personal violation of laws and regulations.
The company will entrust a lawyer to handle all legal affairs arising from Meng fanding's illegal and invalid guarantee. If Meng fanding fails to eliminate the impact on the company in time, the company will investigate his criminal responsibility through the authority to safeguard the legitimate rights and interests of the company and shareholders to the greatest extent.
3、 Risk tips
The company believes that the above guarantees are illegal guarantees that fail to perform any review procedures of the company, belong to Meng fanding's personal violations and have no legal effect. The company's disclosure of Meng fanding's use of Sangrui electronics and Minsheng intelligence to provide illegal guarantee and account freezing for its affiliated companies is based on the protection of the right to know of all shareholders, and does not mean that the company recognizes or ratifies the authenticity, validity, legal compliance and behavior of the guarantee itself. The company will actively use legal means to safeguard the legitimate rights and interests of the company and protect the interests of shareholders.
The company will continue to pay attention to the follow-up progress of the above matters and fulfill the obligation of information disclosure in a timely manner. Information about the company can be found on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) And the relevant announcement published by the information disclosure media designated by the company shall prevail. Please pay attention to the announcement and pay attention to the investment risk.
It is hereby announced.
Super Telecom Co.Ltd(603322) board of directors December 31, 2021
