Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022033 Neoglory Prosperity Inc(002147)
Announcement on the progress of signing the settlement agreement
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 risk tips:
If the settlement agreement signed by the company on December 24, 2021 fails to fulfill the agreement or reach other repayment agreements, there may be supplementary provision for bad debts in the future, or the net assets of the company will be negative at the end of 2021. At that time, the company will face delisting risk. Please pay attention to investment risks.
Neoglory Prosperity Inc(002147) (hereinafter referred to as “the company” or “the company”) convened the 45th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on December 24, 2021, and considered and adopted the proposal on signing a settlement agreement. Through friendly negotiation, Xinguang Yuancheng signed a settlement agreement with Fengsheng Holding Co., Ltd., five seasons XVI Limited (hereinafter referred to as “Party B”) and Jiangsu Yide Group Co., Ltd. (hereinafter referred to as “Jiangsu Yide” or “Party C”) on December 24, 2021, and Party B returned party a’s earnest money of RMB 1 billion in the manner and time agreed in the agreement.
According to the agreement, (I) Party B or the third party designated by Party B shall pay 64 million yuan in cash to Party A to return 64 million yuan of earnest money, which shall be performed before December 31, 2021 or within seven working days (whichever is later) from the date approved by Party A’s general meeting of shareholders. If Party B is really difficult, Party A agrees to give Party B a grace to perform before March 15, 2022; (II) the return of 30% equity of Jiangsu Xinjiu Industrial Investment Co., Ltd. shall be performed before April 1, 2022 or within seven working days from the date of approval by the general meeting of shareholders of Party A (whichever is later); (III) the pledge of 84 million shares of Nanjing Xincheng Development Co., Ltd. shall be completed by January 31, 2022 at the latest; (IV) the subsequent return plan shall be fully implemented before December 31, 2023. If it is really unable to be implemented on schedule due to external forces, all parties can negotiate to postpone the implementation. For details, see the announcement on signing settlement agreement (Announcement No.: 2021123) disclosed by the company on December 25, 2021.
As of the date of this announcement, the progress of the implementation of the settlement agreement is as follows:
(I) Zhejiang Wanxia Real Estate Development Co., Ltd., a subsidiary of the company, received part of the earnest money of 8 million yuan returned by the third party designated by Party B, and the remaining 56 million yuan remains to be received. For details, see the progress announcement on signing settlement agreement (Announcement No.: 2022007) disclosed by the company on January 27, 2022.
The company held the 46th meeting of the 4th board of directors on April 8, 2022, deliberated and approved the proposal on signing the quadripartite agreement on the transfer of creditor’s rights and debts, and agreed that the remaining 56 million yuan should be paid to Party A by Party B or a third party designated by Party B before April 20, 2022. For details, see the announcement on signing the four party agreement on the transfer of creditor’s rights and debts (Announcement No.: 2022028) disclosed by the company on April 12, 2022.
On April 15, 2022, Zhejiang Wanxia Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company, received part of the good faith payment of RMB 56 million (￥ 56 million.00) returned by Nanjing Fengsheng Han Technology Co., Ltd., a third party designated by Party B. Nanjing Fengsheng Han’s Technology Co., Ltd. has no relationship with the company and its top ten shareholders, and there are no other relationships that may or have caused the company to tilt its interests. As of the date of this announcement, the 64 million yuan agreed in the settlement agreement has been fully recovered.
(II) the company held the 46th meeting of the 4th board of directors on April 8, 2022, deliberated and adopted the proposal on signing the quadripartite agreement on the transfer of creditor’s rights and debts to solve the 30% equity return of Jiangsu Xinjiu. The agreement stipulates that the creditor’s right of 17232840867 yuan from Nanjing Sumin Jinfan Enterprise Management Co., Ltd. to Zhejiang Wanxia Real Estate Development Co., Ltd. shall be used by Fengsheng Holding Co., Ltd. to offset the refundable earnest money of 17232840867 yuan. For details, see the announcement on signing the four party agreement on the transfer of creditor’s rights and debts (Announcement No.: 2022028) disclosed by the company on April 12, 2022. As of the date of this announcement, the equity change of Jiangsu Xinjiu Industrial Investment Co., Ltd. has submitted registration materials to the Administration for Industry and commerce, which will be disclosed in time according to the progress after being accepted by the Administration for Industry and commerce.
(III) the pledge of 84 million shares of Nanjing Xincheng Development Co., Ltd. has not been fully completed: 74 million shares of Nanjing Xincheng Development Co., Ltd. have been pledged, and 10 million shares have not been pledged. For details, see the progress announcement on signing settlement agreement (Announcement No.: 2022014) disclosed by the company on March 4, 2022.
On April 8, 2022, the company held the 46th meeting of the Fourth Board of directors, deliberated and approved the proposal on signing the supplementary agreement to the settlement agreement, and Party B agreed to further provide asset supplementary guarantee as an alternative guarantee measure to the aforementioned “pledge of 10 million shares of Nanjing Xincheng Development Co., Ltd.”. For details, see the announcement on signing supplementary agreement to settlement agreement (Announcement No.: 2022029) disclosed by the company on April 12, 2022. As of the date of this announcement, the real estate mortgage registration has been completed in accordance with the agreement, and the above mortgage-backed assets have been registered in the name of Yu Jiangwei.
If the above settlement plan cannot be finally implemented, the company will make up the bad debt provision for this matter, or the net assets of the company will be negative at the end of 2021, and the company will face the risk of delisting at that time.
The company will continue to pay attention to the progress of the above settlement agreement and actively fulfill the obligation of information disclosure, and invite investors to pay attention to investment risks.
It is hereby announced.
Neoglory Prosperity Inc(002147)
Board of directors
April 15, 2022
