On April 13, Elefirst Science & Technology Co.Ltd(300356) issued a notice of litigation involving its wholly-owned subsidiary, saying that Jiangsu Suyuan Guangyi Technology Co., Ltd. (hereinafter referred to as “Suyuan Guangyi”) recently filed a lawsuit with the people’s Court of Gulou District, Nanjing, requesting that Huishang Bank Nanjing branch return the time deposit of RMB 131 million and its interest. At present, the dispute over the pledge contract has been filed and accepted by the people’s Court of Gulou District, Nanjing.
According to the announcement, Su yuanguang-1 signed the right pledge contract with Huishang Bank Nanjing Branch on August 10, 2020. Su yuanguang-1 provided pledge guarantee for Zhenjiang Zhongneng Hengxing International Trade Co., Ltd. (hereinafter referred to as “Zhongneng Hengxing”) 131 million yuan bank acceptance bill with its 131 million yuan certificate of deposit in Huishang bank Nanjing Branch. Later, because Zhongneng Hengxing failed to pay the bills payable for issuing acceptance bills, Su Yuanguang’s 131 million yuan certificate of deposit was deducted by the bank after it expired on February 10, 2021.
Why did Elefirst Science & Technology Co.Ltd(300356) wholly-owned subsidiary choose to sue for recovery after one year when a time deposit certificate of more than 100 million yuan has been transferred by the bank for one year? In an interview with the reporter of Securities Daily, a person familiar with the matter disclosed that “in the past, many conditions were immature. Through the case filing and investigation of the regulatory department, the company obtained some evidence, so it chose to protect its rights at this time.”
According to the announcement, on August 10, 2020, Huishang Bank Nanjing Branch signed the bank acceptance agreement with Zhongneng Hengxing. The agreement agreed that upon the application of the acceptance applicant, Huishang Bank Nanjing Branch issued 27 bank acceptance bills totaling 131 million yuan. The agreement also agreed to adopt pledge guarantee, and Su yuanguangyi provided pledge guarantee.
From the public information, it seems that Zhongneng Hengxing has no relationship with Su Yuanguang. Why does Su Yuanguang provide pledge guarantee for Zhongneng Hengxing?
During the interview, the above insider told reporters, “Su yuanguangyi’s guarantee is actually a pledge guarantee for the major shareholder Guangyi’s investment debt.”
The reporter consulted Elefirst Science & Technology Co.Ltd(300356) “special instructions on the occupation of non operating funds and other related capital transactions in 2020”, and found that the listed company did disclose a non recurring capital occupation of RMB 131 million in the summary of capital occupation of controlling shareholders. The capital occupier is Jiangsu Guangyi Investment Management Co., Ltd. The legal representative of Guangyi investment and Su yuanguangyi are both long Changming.
Elefirst Science & Technology Co.Ltd(300356) the latest disclosed progress in the treatment of illegal capital occupation shows that as of April 1, 2022, the controlling shareholder Guangyi investment has returned 48.8 million yuan of capital occupation, and the balance of capital occupation for listed companies is 200 million yuan, accounting for 20.44% of the latest audited net assets. At present, the problem of capital occupation by controlling shareholders has not been fully solved.
With regard to the deduction of 131 million yuan of time deposit of Su yuanguang-1, a subsidiary, by the bank, Elefirst Science & Technology Co.Ltd(300356) said, “as a wholly-owned subsidiary of the company, Su yuanguang-1 provides pledge guarantee for the acceptance of Zhongneng Hengxing bills, which has not been deliberated by the general meeting of shareholders and the company has not made information disclosure, so the guarantee belongs to illegal guarantee.”
On the one hand, Su Yuanguang also stressed that the guarantee contract concluded between Huishang Bank Nanjing branch and the company was not concluded according to the publicly disclosed information adopted by the resolution of the shareholders’ meeting or the resolution of the board of directors. According to relevant laws and regulations, the guarantee contract is not effective for the company, and the company does not bear the guarantee liability and compensation liability.
Can su Yuanguang’s claim of “invalid pledge guarantee” be supported by the court? Lawyer Wang Zhibin of Shanghai Minglun law firm said in an interview with the reporter of Securities Daily, “Illegal guarantee refers to the external guarantee made without legal deliberation procedures. If the subsidiary, as the guarantee subject, has deliberated and passed the guarantee case, but the parent company has not publicly disclosed the external guarantee of the subsidiary, it is questionable whether it constitutes the illegal guarantee of the listed company. At present, further evidence is needed.”
“Su yuanguangyi is an independent legal person. If the guarantee has gone through the internal review procedure of Su yuanguangyi, the guarantee is valid according to the provisions at that time. It is difficult for the court to support the listed company’s claim that the guarantee is invalid only on the ground that the guarantee has not been reviewed and disclosed.” Wang Zhibin added.
Kuang Yuqing, the founder of the Securities Daily, told reporters, “Judging from the previous cases, the situation should be very unfavorable to the listed company. The court generally agrees that as long as the correct person (such as the person confirmed by the bank as the company) holds the correct legal documents (such as official seal, business license, etc.) To handle business, banks generally do not bear the responsibility. As for whether the “right person with the correct legal certificate” is doing the right thing, it is the problem of the company. After all, the company does not control the person or the legal certificate. “
