Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022005 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Announcement on matters involving litigation and property preservation applied for by the company
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.
Important content tips:
1. The litigation (Arbitration) stage of the case: the court has accepted the case and the first instance has not yet opened
2. Party status of listed company: defendant
3. Amount involved: 14032383330 yuan
4. Impact on the profits and losses of listed companies: this major litigation case has not yet been heard, and it is not possible to accurately judge the specific impact of the matter on the company’s profits in the current period or after the period. 1、 Basic information on the acceptance of this major lawsuit
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) received the notice of response (2022) Jing 74 min Chu No. 207 and civil ruling (2022) Jing 74 min Chu No. 207 served by the Beijing Financial Court on March 24, 2022, It was learned that Shanghai Huarui Bank Co., Ltd. (hereinafter referred to as “Huarui bank” or “plaintiff”) filed a lawsuit with Beijing monetary Court on contract disputes with the company (defendant) and fuanda asset management (Shanghai) Co., Ltd. (hereinafter referred to as “fuanda company”), and applied to Beijing Financial court for property preservation on February 27, 2022. Beijing monetary court has agreed to accept the case. As of the date of this announcement, the above case has not been heard. 2、 Basic information of the case (I) litigant plaintiff: Shanghai Huarui Bank Co., Ltd. defendant: Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. third party: fuanda asset management (Shanghai) Co., Ltd
(II) facts and reasons
1. Asset management contract
In 2016, Huarui bank and fuanda company signed the asset management contract of fuanda Ruian No. 1 special asset management plan (hereinafter referred to as the “asset management contract”), which agreed that Huarui bank as the client and fuanda company as the trustee to establish the “fuanda Ruian No. 1 special asset management plan” (hereinafter referred to as “Ruian No. 1”), and on the management and application of the entrusted property The rights and obligations of all parties have been clearly agreed.
2. Partnership agreement and supplementary agreement
On June 16, 2016, fuanda signed the limited partnership agreement of Beijing Qingke Chenguang Investment Management Center (limited partnership) (hereinafter referred to as “partnership agreement”) and the supplementary agreement to the limited partnership agreement (hereinafter referred to as “supplementary agreement”) with Beijing Qingke Growth Investment Management Co., Ltd. (hereinafter referred to as “Qingke growth”) and other partners on behalf of Ruian No. 1, According to the provisions of the partnership agreement and the supplementary agreement, the parties agree to jointly establish Beijing Qingke Chenguang Investment Management Center (limited partnership) (hereinafter referred to as “Qingke Chenguang”). Qingke has grown into an executive partner and fuanda company is a priority limited partner with a capital contribution of 250 million yuan. The agreement clearly stipulates the rights and obligations of all parties and income distribution.
On July 7, 2020, fuanda company, on behalf of Ruian No. 1, signed the supplementary agreement II to the limited partnership agreement of Beijing Qingke Chenguang Investment Management Center (limited partnership) (hereinafter referred to as “supplementary agreement II”). The supplementary agreement II changed some provisions of the partnership agreement and the supplementary agreement.
Article 2.1 of supplementary agreement II stipulates: “the” investment period of fuanda company “agreed in article 1.1.13 of the main agreement shall be extended to March 23, 2022 (the investment extension period of fuanda company shall be from September 23, 2020 to March 23, 2022)”. Article 2.2 stipulates: “the” annual income distribution date “agreed in article 1.1.35 of the main agreement is modified to refer to the date on which the limited partnership distributes income to fuanda, and the first annual income distribution date is the expiration date of twelve (12) months from the date on which fuanda’s first phase of capital contribution is paid in. The income distribution date of subsequent years is the expiration date of twenty-four (24), thirty-six (36), forty-eight (48) and fifty-four (54) months from the date of the first phase of fuanda’s paid in capital contribution (the above-mentioned period is compared with the date when fuanda obtains all the accumulated paid in capital contribution, whichever occurs first). If any annual income distribution day is a non working day, the payment date shall be postponed to the next nearest working day “. Article 3.3 stipulates: “during the extension period of fuanda’s investment, the limited partnership shall still distribute the income in accordance with the principles and methods agreed in article 7.3.2 (1) (c) of the main agreement. What is agreed in article 7.3.2 (1) (c) of the main agreement… Shall be adjusted as:” if the above situation occurs, the rate of return (simple interest) in the fifth (5th) year after fuanda’s paid in capital contribution and any subsequent year (if any) It shall be calculated based on the unrecovered capital contribution at the time of the session and at the rate of 10% / year. The calculation period shall be calculated from the date of the expiration of the fourth (4) year from the date of the first phase of fuanda’s capital contribution to the date when fuanda actually obtains all its paid in capital contribution and due income. “
3. Repurchase commitment
On April 27, 2020, the defendant Doushen(Beijing) Education&Technology Inc(300010) made a letter of commitment to Huarui bank. The letter of commitment indicates that fuanda represents Rui’an No. 1 as the priority partner of Qingke Chengguang, and the plaintiff Huarui bank is the entrusted investor and actual contributor of Rui’an No. 1, and agrees to provide guarantee to the plaintiff, And promise “I. if the total income distribution received by fuanda by December 23, 2021 does not reach the total paid in capital contribution and corresponding income of fuanda as agreed in Qingke Chenguang partnership agreement and relevant supplementary agreements, the company promises to unconditionally repurchase the shares of priority limited partners and pay all the repurchase price before March 23, 2022. The repurchase price is Fuan as agreed in Qingke Chenguang partnership agreement and relevant supplementary agreements Up to the total paid in capital contribution and corresponding income minus the income distribution actually obtained by fuanda. 2、 The company agrees to perform the above obligations to fuanda and Huarui bank. Either of fuanda and Huarui bank has the right to require the company to perform the above obligations, but the performance of the above obligations is not subject to the requirements of fuanda or Huarui bank. 3、 If the company fails to fulfill the above obligations on schedule, the company agrees to be liable for compensation to Huarui bank, and the amount of compensation is equal to the above repurchase price. “
4. Performance
After the signing of the partnership agreement and the supplementary agreement, fuanda company paid in 100 million yuan on September 23, 2016 and 150 million yuan on August 24, 2017 respectively under the instruction of the plaintiff Huarui bank, and completed all the investment obligations.
As of December 23, 2021, the total income distribution received by fuanda has not reached the total paid in capital contribution and corresponding income of fuanda agreed in Qingke Chenguang partnership agreement and relevant supplementary agreements, which has triggered the repurchase conditions agreed in the repurchase letter. As the trustor of the asset management plan, the plaintiff has the right to require Doushen(Beijing) Education&Technology Inc(300010) to directly pay the repurchase price to the plaintiff in accordance with the commitment letter. However, after being urged by the plaintiff, the defendant still failed to perform the repurchase obligation, which seriously infringed on the legitimate rights and interests of the plaintiff.
The plaintiff, UBS, acted to safeguard its own legitimate interests. According to Article 577 of the civil code of the people’s Republic of China: “if one party fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with the agreement, it shall file a lawsuit and request judgment as requested to safeguard the legitimate rights and interests of the plaintiff. (III) litigation claim
1. Request that the defendant Doushen(Beijing) Education&Technology Inc(300010) be ordered to immediately repurchase the partnership share of 6178331% (subscribed capital contribution of 250 million yuan) of Beijing Qingke Chenguang Investment Management Center (limited partnership) held by the third party fuanda company, And pay the plaintiff Huarui bank the repurchase price of 14032383330 yuan (including the basic repurchase price of 13620000000 yuan and the expected income of 412383333 yuan. The calculation method of the expected income is: taking 13620000000 yuan as the base, calculated according to the annualized 10% standard, temporarily calculated from September 24, 2021 to January 20, 2022, whichever is actually paid off);
2. It is ordered that all litigation costs of this case shall be borne by the defendant. (IV) judgment or ruling
As of the date of this announcement, the Beijing Financial court has filed a case on the contract dispute between the company and Huarui bank, which has not yet been heard.
On March 24, 2022, the company received the civil ruling (2022) Jing 74 min Chu No. 207 issued by the Beijing Financial court. The civil ruling ruled as follows:
In the case of contract dispute between the plaintiff Shanghai Huarui Bank Co., Ltd. and the defendant Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. and the third party fuanda asset management (Shanghai) Co., Ltd., the applicant Shanghai Huarui Bank Co., Ltd. applied to the court for property preservation on February 27, 2022 and requested the court to preserve the property of the respondent Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. with a value of 14032383330 yuan.
After examination, the court found that the application of the applicant Shanghai Huarui Bank Co., Ltd. was in conformity with the provisions of the law. In accordance with the provisions of Article 103, Article 105 and paragraph 1 of Article 106 of the Civil Procedure Law of the people’s Republic of China, the court ruled as follows:
Seal up, detain and freeze the property of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd., with a limit of 1403238333 yuan. The time limit for freezing bank deposits is one year, the time limit for sealing up movable property is two years, and the time limit for sealing up real property and freezing other property rights is three years.
This ruling shall be implemented immediately.
The case application fee of 5000 yuan shall be borne by Shanghai Huarui Bank Co., Ltd. (paid).
Recently, the company learned from the websites of qicha and tianyancha that due to relevant reasons of this case, the equity of 931364 million yuan held by the company’s wholly-owned subsidiary Beijing kangbang Technology Co., Ltd. was judicially frozen by the Beijing Financial court; The equity of 150 million yuan held by the company in Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) M & a master Fund Investment Center (limited partnership) was judicially frozen by Beijing Financial court. 3、 Other undisclosed litigation and arbitration matters
As of the disclosure date of this announcement, the total amount of litigation and arbitration matters not disclosed by the company and its subsidiaries within the scope of consolidated statements within 12 months amounted to 338586200 yuan (including 1403238 million yuan involved in the above-mentioned major litigation cases and 1127021 million yuan involved in the announcement on litigation filed by the company (Announcement No.: 2022006) disclosed on cninfo.com on the same day), Accounting for 44.44% of the company’s audited net assets attributable to the parent company (7618035 million yuan) in 2020. Among them, the total amount of litigation and arbitration involving the company and its holding subsidiaries as plaintiffs is about 1605622 million yuan, accounting for 21.08%; The total amount of litigation and arbitration involving the company and its holding subsidiaries as defendants is about 178024 million yuan, accounting for 23.37%, of which the above-mentioned cases account for 18.42%.
In addition, the company and its subsidiaries within the scope of consolidated statements have no other major litigation and arbitration matters that should be disclosed but not disclosed. 4、 Possible impact of litigation and arbitration matters announced this time on the company’s current or future profits
Since the litigation case announced in this announcement has not been closed, it is impossible to accurately judge the specific impact of this matter on the company’s current profit or future profit.
According to the partnership agreement of Beijing Qingke Chenguang Investment Management Center (limited partnership), Qingke growth is the executive partner of Qingke Chenguang and collects management fees. As the main person in charge of Qingke growth, Mr. Ni Zhengdong is responsible for the daily management and investment management of Qingke Chenguang. The final decision of Qingke Chenguang’s investment and exit is made by the executive partner. Mr. Ni Zhengke actively communicated with the partners and the executive affairs of the company, and urged Mr. Ni Zhengke to actively deal with the project.
At the same time, the company is actively communicating with Huarui bank and the two sides are working together to reach a solution.
The company will pay close attention to and attach great importance to this lawsuit, actively respond to the lawsuit, advocate the legitimate rights and interests of the company according to law, and earnestly safeguard the interests of the company and shareholders.
The relevant information is subject to the relevant announcement disclosed by the company on the designated information disclosure media. Please pay attention to the investment risk. 5、 Documents for future reference
1. Notice of response to litigation (2022) Jing 74 min Chu No. 207 issued by Beijing Financial court;
2. Beijing Financial court civil ruling (2022) Jing 74 min Chu No. 207.
It is hereby announced.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. board of directors March 28, 2022
