Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022028 Neoglory Prosperity Inc(002147)
Announcement on signing the quadripartite agreement on the transfer of creditor’s rights and debts
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special note: the credit and debt transfer agreement signed this time has the risk of uncertainty that the agreement cannot be performed normally. Please pay attention to the investment risk.
1、 Overview
1. Neoglory Prosperity Inc(002147) (hereinafter referred to as “Xinguang Yuancheng”, “company” or “party a”) originally planned to acquire China high speed transmission equipment Group Co., Ltd. according to the agreement, Xinguang Yuancheng has paid RMB 1 billion refundable earnest money (earnest money) to Fengsheng Holding Co., Ltd. and fiveseasons XVI Limited (hereinafter referred to as “Party D”), Now, both parties are applying for arbitration at the Hong Kong International Arbitration Center for the above-mentioned earnest money. See the announcement on major arbitration of the company (Announcement No.: 2021082) disclosed by the company on August 21, 2021 for details.
2. Xinguang Yuancheng signed the settlement agreement with Fengsheng Holding Co., Ltd., five seasons XVI limited and Jiangsu Yide Group Co., Ltd., and Party D returned Party A’s earnest money of RMB 1 billion in the manner and time agreed in this agreement. See the announcement on signing settlement agreement (Announcement No.: 2021123) disclosed by the company on December 25, 2021 for details. The settlement agreement agreed to refund 64 million yuan in cash and take the return of 30% equity of Jiangsu Xinjiu Industrial Investment Co., Ltd. (hereinafter referred to as “Jiangsu Xinjiu”) as one of the ways to return the earnest money.
3. Jiangsu 1912 Cultural Industry Development Co., Ltd. (hereinafter referred to as “Jiangsu 1912”) is a 30% equity shareholder of Jiangsu Xinjiu, and the company’s subsidiary Zhejiang Wanxia Real Estate Development Co., Ltd. (hereinafter referred to as “Wanxia real estate” or “Party B”) is a 70% equity shareholder of Jiangsu Xinjiu. The only business of Jiangsu Xinjiu company is the development and sales of real estate projects. All the real estate projects of the company have been sold out at the end of 2017. A small part of the project funds are used for shareholders’ dividends, and most of them are borrowed by Wanxia real estate. By the end of June 2018, Wanxia real estate had borrowed 860 million yuan from the company, and by the end of September 2021, 749 million yuan had been borrowed, which directly led to the formation of tax late fees due to the company’s unpaid income tax. By the end of September 2021, the company had accumulated a late fee of 959375 million yuan.
According to the appraisal report zmpbz [2021] No. 16256 issued by Zhongming international assets appraisal (Beijing) Co., Ltd., taking September 30, 2021 as the appraisal base date, according to the asset-based method, the total equity value of Jiangsu Xinjiu is 503496800 yuan, and the corresponding appraisal value of 30% equity is 151049 million yuan. As the tax overdue fine is caused by the borrowing funds of Wanxia real estate, 30% equity should not bear the overdue fine, and its actual value is 179830300 yuan.
Through friendly negotiation, the actual debt repayment price of the 30% equity is 17232840867 yuan. The price composition is: 30% equity, actual registered capital contribution of 3000000000 yuan and accumulated undistributed profit of 14232840867 yuan.
On April 7, 2022, Jiangsu 1912, Jiangsu Xinjiu and Wanxia real estate signed the tripartite agreement on the transfer of creditor’s rights and debts, clarifying the creditor’s right relationship between Jiangsu 1912 and Wanxia real estate of 14232840867 yuan. On April 8, 2022, Jiangsu 1912 signed the equity transfer agreement with Wanxia real estate, and Jiangsu 1912 transferred its 30% equity of Jiangsu Xinjiu to Wanxia real estate according to the remaining registered capital of 30 million yuan. In total, Jiangsu 1912 has a creditor’s right of 17232840867 yuan to Wanxia real estate.
4. Jiangsu Yide Group Co., Ltd. has a debt principal of 637 million yuan payable to Nanjing Fengsheng Han Technology Co., Ltd. (the related party of Fengsheng Holding Co., Ltd.), which is the debtor of the related party of Fengsheng holding company. Nanjing Sumin Jinfan Enterprise Management Co., Ltd. is the controlling shareholder of Jiangsu Yide group Co., Ltd., the 50% shareholder of Jiangsu 1912, and the joint controller of Jiangsu 1912. Fengsheng Holding Co., Ltd. entrusts Nanjing Sumin Jinfan Enterprise Management Co., Ltd. to coordinate all parties to handle the matter of returning the earnest money of Jiangsu Xinjiu equity. Jiangsu 1912 signed a creditor’s rights transfer agreement with Nanjing Sumin Jinfan Enterprise Management Co., Ltd. and Wanxia real estate on April 7 and April 8, 2022. Jiangsu 1912 transferred the creditor’s rights of 14232840867 yuan and 30 million yuan receivable from Wanxia real estate to Nanjing Sumin Jinfan Enterprise Management Co., Ltd. After the above debt transfer, Nanjing Sumin Jinfan Enterprise Management Co., Ltd. has a creditor’s right of 17232840867 yuan to Wanxia real estate.
5. The above four agreements are the supporting documents of the quadripartite agreement on the transfer of creditor’s rights and debts, which are submitted to the 46th meeting of the Fourth Board of directors together with the quadripartite agreement on the transfer of creditor’s rights and debts for deliberation. After friendly negotiation, Xinguang Yuancheng signed the four party agreement on the transfer of creditor’s rights and debts with Wanxia real estate, Nanjing Sumin Jinfan Enterprise Management Co., Ltd., Fengsheng Holding Co., Ltd. and five seasons XVI limited to solve the return of 30% equity of Jiangsu Xinjiu. The agreement stipulates that the creditor’s rights of 17232840867 yuan of Nanjing Sumin Jinfan Enterprise Management Co., Ltd. on Wanxia real estate shall be used by Fengsheng Holding Co., Ltd. to offset the refundable earnest money of 17232840867 yuan.
6. On April 8, 2022, the company held the 46th meeting of the Fourth Board of directors, deliberated and approved the proposal on signing the quadripartite agreement on the transfer of creditor’s rights and debts, and the independent directors expressed independent opinions on the proposal.
7. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, the other party has no relationship with the company, does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The signing of the quadripartite agreement on the transfer of creditor’s rights and debts does not need to be submitted to the general meeting of shareholders of the company for deliberation. Relevant creditors and other third parties indicate their consent when signing and sealing the agreement. Other signatories of the agreement have performed their internal approval procedures when signing the agreement, and the agreement takes effect with the seal. In view of the uncertainty of the creditor’s rights in the contract, the transferee of the company’s creditor’s rights can not be verified. In view of the uncertainty of the creditor’s rights in the contract, the transferee of the company’s creditor’s rights can not be verified. Please pay attention to the authenticity of the creditor’s rights in the agreement.
2、 Basic information of the other party
1. Company name: fullshare Holdings Limited
Place of registration: Cayman Islands
Chairman: Ji Changqun
Company domicile: Cricket square, Hutchins drive, P.O. Box 2681, Grand Cayman ky1-1111, Cayman Islands
Company type: joint stock company
Listing place and Stock Code: stock exchange of Hong Kong 0607 HK
Major shareholder: Magnolia wealth has a shareholding ratio of 38.69%, and the actual controller is Ji Changqun.
Fengsheng Holding Co., Ltd. has no affiliated relationship with the company and its top ten shareholders, nor any other relationship that may or has caused the company to tilt its interests. Fengsheng Holding Co., Ltd. is the controlling shareholder of five seasons XVI limited and has no relationship with other trading parties.
Performance ability: Fengsheng Holding Co., Ltd. is not a dishonest party and has the ability to perform its contractual obligations.
Main financial data of the latest year: total assets of 43564473200 yuan, net assets of 20796982100 yuan, operating income of 16171377100 yuan and net profit of -698279900 yuan.
2. Company name: five seasons XVI Limited
Place of registration: British Virgin Islands
Executive Director: Du Wei
Company domicile: vistra corporate services centre, wickhams cay II, Road Town, Tortola, vg1110, British Virgin Islands
Registration No.: 1920946
Company type: joint stock company
Major shareholder: Fengsheng Holding Co., Ltd. holds 100% of the shares, and the actual controller is Ji Changqun.
Five seasons XVI Limited has no relationship with the company and the top ten shareholders of the company, and there are no other relationships that may or have caused the company to favor its interests. Five seasons XVI Limited is a wholly-owned subsidiary of Fengsheng Holding Co., Ltd. and has no relationship with other transaction parties.
Performance ability: five seasons XVI Limited is not a dishonest party and has the ability to perform contractual obligations. Main financial data of the latest year: total assets of 109826074 million yuan, net assets of 11742477 million yuan, operating income of 10000 yuan and net profit of 818256 million yuan.
3. Company name: Nanjing Sumin Jinfan Enterprise Management Co., Ltd
Legal representative: Li Gang
Registered capital: 10 million yuan
Company address: room 401111, 4th floor, North building, building B2, No. 9, Bailongjiang East Street, Jianye District, Nanjing
Unified social credit Code: 91320105ma21te1b4b
Company type: limited liability company
Business scope: enterprise management.
Major shareholders: Nanjing Shoutou Enterprise Management Co., Ltd. holds 70% of the shares and is the controlling shareholder of Nanjing Sumin Jinfan Enterprise Management Co., Ltd. The actual controller is Wei Dong.
Nanjing Sumin Jinfan Enterprise Management Co., Ltd. has no affiliated relationship with the company and its top ten shareholders, and there are no other relationships that may or have caused the company to favor its interests. Nanjing Sumin Jinfan Enterprise Management Co., Ltd. has no relationship with other transaction parties.
Performance ability: Nanjing Sumin Jinfan Enterprise Management Co., Ltd. is not a dishonest party and has the ability to perform contractual obligations.
Main financial data of the latest year: total assets of 37996449 million yuan, net assets of -316173 million yuan, operating income of 0 million yuan and net profit of -41.48 million yuan.
4. Company name: Zhejiang Wanxia Real Estate Development Co., Ltd
Registration place: No. 3, Xinguang South Road, Jiangdong Street, Yiwu City, Zhejiang Province
Legal representative: Yu Yunxin
Registered capital: 500 million yuan
Unified social credit Code: 913307821476442069
Main business: general business items: real estate development and operation (used together with valid qualification certificate)
Major shareholder: Xinguang Yuancheng holds 100% of the shares, which is a wholly-owned subsidiary of the company and has no relationship with other trading parties.
Performance ability: Wanxia real estate is not a dishonest party and has the ability to perform its contractual obligations.
Main financial data of the latest year: total assets of 70574729 million yuan, net assets of 1197518 million yuan, operating income of 5144782 million yuan and net profit of -15242092 million yuan.
5. Company name: Jiangsu 1912 Cultural Industry Development Co., Ltd
Legal representative: Li Gang
Registered capital: 40 million yuan
Company address: 6 / F, Dongfang Building, No. 523 Zhujiang Road, Xuanwu District, Nanjing
Unified social credit Code: 913201025935429552
Company type: limited liability company
Business scope: organizing cultural and artistic exchange activities; Digital culture creative software development; Digital cultural creative content application service; Tourism development project planning consultation; Commercial complex management services; Non residential real estate leasing; Enterprise management consulting; Conference and exhibition services; Park management services; Cultural venue management services; Management of scenic spots (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license).
Major shareholders: Jiangsu Yide Group Co., Ltd. holds 50%, and Nanjing Sumin Jinfan Enterprise Management Co., Ltd. holds 50%. Since the new shareholders joined in april2022, they have been jointly managed and controlled by the official seal, and there is no actual controller.
There is no preferential relationship between the company and its top 10 shareholders or other related parties, and there is no interest relationship between the company and other related parties. Performance ability: Jiangsu 1912 Cultural Industry Development Co., Ltd. is not a dishonest party and has the ability to perform its contractual obligations.
Main financial data of the latest year: total assets of 433363 million yuan, net assets of 3.1158 million yuan, operating income of 0 million yuan and net profit of -9.462 million yuan.
6. Company name: Jiangsu Yide Group Co., Ltd
Legal representative: Li Gang
Registered capital: 212.12 million yuan
Company address: 24 / F, Huangpu building (building A3), Huangpu Plaza, No. 2 Huangpu Road, Xuanwu District, Nanjing
Unified social credit Code: 91320 Tahoe Group Co.Ltd(000732) 25222xk
Company type: limited liability company
Business scope: industrial investment, investment management, information consulting services, technical services, equipment leasing, real estate leasing. Development and sales of products related to urban public utilities, R & D and sales services of electromechanical products, communication products, computers and system software; Design and construction of weak current engineering; Design and construction of construction and installation engineering; China trade, self-supporting and Acting import and export business of various commodities and technologies.
Main shareholder: Nanjing Sumin Jinfan enterprise
