Securities code: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , 200056 securities abbreviation: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , Huangting B Announcement No.: 202227 Shenzhen Wongtee International Enterprise Co.Ltd(000056)
Announcement on signing the settlement agreement and the debt repayment framework agreement
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.
Risk statement
1. The settlement agreement and the debt repayment framework agreement signed by all parties are framework agreements, which aims to promote the early settlement of creditor's rights and debt disputes, strengthen the certainty of creditor's rights recovery, and safeguard the interests of listed companies and minority shareholders. The completion of debt repayment requires a specific agreement to be signed by a third party in the market, which is uncertain.
2. The transaction of the subject property is the key to the realization of the company's creditor's rights. Since the signing and performance of the property sales contract requires internal decision-making and consultation of all parties, there is some uncertainty.
3. This Agreement shall come into force after being signed and sealed by all parties and reviewed and approved by the general meeting of shareholders of the company. There is certain uncertainty. Investors are reminded to pay attention to risks.
1、 Overview of signing the agreement
In order to solve the debt problem caused by the equity transfer of Tongxin small loan with Shenzhen Tongxin investment fund Co., Ltd. (hereinafter referred to as "Tongxin fund"), Shenzhen Tongxin small loan Co., Ltd. (hereinafter referred to as "Tongxin small loan" and Shenzhen Wongtee International Enterprise Co.Ltd(000056) (hereinafter referred to as " Shenzhen Wongtee International Enterprise Co.Ltd(000056) " company "), Shenzhen Huangting Group Co., Ltd. (hereinafter referred to as" Huangting group "), Tongxin fund Tongxin small loan plans to sign the settlement agreement with the company, which stipulates that Huangting group will coordinate Shenzhen Huangting Real Estate Development Co., Ltd. (hereinafter referred to as "Huangting real estate") to sign the debt repayment and property purchase framework agreement (hereinafter referred to as "debt repayment framework agreement") with the company, On behalf of Shenzhen Wongtee International Enterprise Co.Ltd(000056) or a designated third party, Huangting group shall pay part of the house purchase price to Huangting real estate for the purchase of the property of Gangxia Huangting building in the name of Huangting real estate, which is located in the core of Shenzhen CBD, to offset the debts under the settlement agreement. The parties shall agree on relevant debt repayment matters.
Shenzhen Wongtee International Enterprise Co.Ltd(000056) will not be involved in investment real estate, but will obtain the repayment of creditor's rights by stages and batches through the sale of the property on the 10th floor of Huangting building to a third party.
The specific operation is as follows: the third party in the market pays the house purchase price to Huangting real estate, and part of the house purchase price is paid by Huangting group. Huangting group forms a creditor's right against the third-party house buyers. Huangting group will transfer the creditor's right to Shenzhen Wongtee International Enterprise Co.Ltd(000056) to offset the debt, and the third party can pay the underpaid house purchase price to Shenzhen Wongtee International Enterprise Co.Ltd(000056) . For the transfer of the ownership of the property, the third party in the market shall directly sign the Shenzhen real estate subscription form, real estate sales contract and other agreements with Huangting real estate, and the ownership of the property does not need to be transferred through Shenzhen Wongtee International Enterprise Co.Ltd(000056) transfer. After the house purchase payment of 440720000 yuan paid by Huangting group and the equity transfer payment and loan principal owed of 449944568 yuan offset each other, the balance of 922456844 yuan will be jointly paid off by Tongxin small loan, Tongxin fund and Huangting group before October 31, 2022.
The main body of this agreement involves the controlling shareholder Huangting group, which constitutes a connected transaction and does not constitute a major asset reorganization. It has been deliberated and adopted at the sixth extraordinary meeting of the ninth board of directors in 2002. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, the above matters must be submitted to the general meeting of shareholders of the company for deliberation.
2、 Information of the parties to the agreement
1. Shenzhen Tongxin investment fund Co., Ltd
Unified social credit Code: 91440 Avcon Information Technology Co.Ltd(300074) 37098m
Registered capital: 2940 million yuan
Address: unit 25a1, Gangxia Huangting building, No. 350 Fuhua Road, Gangxia community, Futian street, Futian District, Shenzhen
Business scope: equity investment fund; Equity investment fund management; Venture capital; Engage in real estate development and operation on the land with legal use right; Investment in industry (specific projects will be reported separately); Engage in guarantee business (excluding financing guarantee business); Investment management; Investment consulting; Investment consultant (excluding securities, futures, insurance and other financial businesses); Own property lease; Property management, engaging in advertising business (if laws, regulations and the State Council require separate approval for advertising business, it can be operated only after obtaining a license), China Trade (excluding exclusive, specially controlled and exclusive commodities). Financial consultation; Engaged in online trade, online consultation, online business services, database services and database management.
Relationship with the company: the company is one of the shareholders of Tongxin fund. Tongxin fund is a joint stock limited company with 43 shareholders, and its shareholding is relatively scattered.
2. Shenzhen Tongxin microfinance Co., Ltd
Unified social credit Code: 91440 Jiangsu Yuxing Film Technology Co.Ltd(300305) 911876w
Registered capital: 1 billion yuan
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Business scope: granting loans to Shenzhen microfinance company; Carry out pilot lending and inter-bank asset transfer in Shenzhen; Carry out consulting business related to Shenzhen microfinance company; Specializing in small loan business (not absorbing public deposits); Other licensed businesses. Relationship with the company: it was originally a holding subsidiary of Shenzhen Wongtee International Enterprise Co.Ltd(000056) holding 70%. On November 29, 2019, Shenzhen Wongtee International Enterprise Co.Ltd(000056) transferred 51% equity of Tongxin small loan to Tongxin fund, and now it is a holding subsidiary of Tongxin fund holding 81%.
Equity structure chart:
3. Shenzhen Huangting Group Co., Ltd
Unified social credit Code: 91440 Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 76719xr
Registered capital: 1 billion yuan
Address: unit 27A1, Gangxia Huangting building, No. 350 Fuhua Road, Gangxia community, Futian street, Futian District, Shenzhen
Business scope: China; Investment in industry (specific projects will be reported separately); Operate import and export business; Engage in advertising business; estate management; Real estate brokerage; Construction, decoration and decoration of construction works. (except for the projects prohibited by the above laws and administrative regulations; the projects restricted by laws and administrative regulations can be operated only after obtaining a license).
Relationship with the company: it is a company controlled by Mr. Zheng Kanghao, the actual controller of the company.
Equity structure chart:
4. Shenzhen Huangting Real Estate Development Co., Ltd
Unified social credit Code: 91440300764989728u
Registered capital: 623 million yuan
Address: unit 27a5, Gangxia Huangting building, No. 350 Fuhua Road, Gangxia community, Futian street, Futian District, Shenzhen
Business scope: general business items: engaging in real estate development and operation on legally acquired land. Investment in industry (specific projects will be reported separately); Property rental; China's commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Various economic information consultation (excluding restricted items).
(if the above business scope needs to be approved according to national regulations, it can be operated only after obtaining approval). The licensed business items are: parking lot operation and management.
Relationship with the company: an unrelated third party, formerly a holding subsidiary of Huangting group, is now a 67.1% subsidiary of China Huarong holdings.
Equity structure chart:
3、 Main contents of the agreement
(I) background of signing the agreement
1. The company once held 70% of Tongxin small loans. During the control period, it lent loans to Tongxin small loans due to business transactions. On November 29, 2019, the company signed an agreement with Tongxin fund to transfer 51% equity of Tongxin small loan to Tongxin fund at a consideration of 600 million yuan.
2. Affected by covid-19 epidemic and real estate regulation factors, Tongxin fund and Tongxin re loan had adverse changes in their operating conditions, resulting in some equity transfer funds and loans not being paid in time.
3. Tentatively, as of December 31, 2021, Tongxin small loan still owes the company the loan principal of 15594655844 yuan and the interest of 10299877143 yuan; Tongxin fund still owes 29399801000 yuan to the company for equity transfer, and the liquidated damages are 8462467127 yuan.
4. In order to protect the interests of listed companies and increase the security of creditor's rights, Huangting group voluntarily signed the supplementary agreement to the equity transfer agreement (II), and took the initiative to assume joint and several guarantee liabilities to the company for the above debts.
5. In order to realize the creditor's rights, the company has filed a lawsuit on the above creditor's rights to the people's Court of Futian District, Shenzhen, with case numbers of (2021) Yue 0304 min Chu 61130 and (2022) Yue 0304 min Chu 11302 respectively.
6. Tongxin fund and Tongxin small loan issued the letter of intent for settlement to the company on April 15, 2022. In view of the poor financial and operating conditions of the debtor and the guarantor, it is difficult to repay the debts under the cases of (2021) Yue 0304 min Chu 61130, (2022) Yue 0304 min Chu 11302 and (2021) Yue 0304 min Chu 61130 in the foreseeable future, We hope to coordinate the use of some high-quality properties of Gangxia Huangting building to offset the loan principal owed to the company and the outstanding equity transfer. The realization method is that Huangting group pays part of the house purchase money to offset the above debts.
(II) main contents of settlement agreement
1. The debtor and the guarantor have coordinated with Huangting real estate to transfer the property on the 10th floor of Gangxia Huangting building held by it to Shenzhen Wongtee International Enterprise Co.Ltd(000056) or a third party designated by it, and Huangting group will offset the debt by paying part of the house purchase price. At the same time, in order to recover the loan principal and equity transfer as soon as possible and realize the creditor's rights, Shenzhen Wongtee International Enterprise Co.Ltd(000056) plans to agree not to claim liquidated damages and interest from the court after offsetting the loan principal and equity transfer.
2. The house purchase payment of 440720000 yuan paid by Huangting group is offset against the equity transfer payment and loan principal owed. After the offset is completed, the remaining 922456844 yuan of equity transfer payment has not been settled. This amount is jointly paid off to Shenzhen Wongtee International Enterprise Co.Ltd(000056) by Tongxin small loan, Tongxin fund and Huangting group before October 31, 2022. At the same time, the litigation fees, preservation fees and other rights protection expenses incurred by Shenzhen Wongtee International Enterprise Co.Ltd(000056) due to the above two cases are also paid by Tongxin small loan Tongxin fund and Huangting group are jointly and severally liable.
3. The parties to the agreement shall submit the settlement agreement to the Futian District People's Court of Shenzhen within 10 days from the effective date, and the court shall issue a civil mediation statement with enforcement effect according to law to ensure the performance of the settlement agreement. (III) main contents of the debt repayment framework agreement
1. Huangting real estate transferred the property on the 10th floor of Gangxia Huangting building (the total price is 168546 million yuan, see the appraisal report szwpz [2022] No. 01-19) to Shenzhen Wongtee International Enterprise Co.Ltd(000056) or its designated third party.
2. Of the purchase price of Shenzhen Wongtee International Enterprise Co.Ltd(000056) or its designated third party, 440.72 million yuan shall be paid by Huangting group on its behalf. This payment forms the creditor's rights of Huangting group against Shenzhen Wongtee International Enterprise Co.Ltd(000056) or its designated third party, which shall be offset with the above-mentioned debts to realize settlement.
3. For the ownership transfer of the property, Huangting real estate and Shenzhen Wongtee International Enterprise Co.Ltd(000056) or its designated third party shall separately sign agreements such as Shenzhen real estate subscription form and real estate sales contract. All expenses required for the transfer of the subject property shall be borne by Huangting real estate and Shenzhen Wongtee International Enterprise Co.Ltd(000056) or its designated party in accordance with the law.
4、 Impact of signing the agreement on the company and risk tips
Impact on the company
The settlement agreement and the debt repayment framework agreement signed by all parties this time are conducive to the early settlement of the debt problem, strengthen the certainty of debt recovery, and safeguard the interests of listed companies and minority shareholders.
After the review procedures of the settlement agreement and the debt repayment framework agreement are improved, the Court issues an effective judgment document to give the enforcement effect and perform it, which is the fastest way to ensure the safety of the company's assets and the realization of its creditor's rights.
Risk statement
1. The settlement agreement and the debt repayment framework agreement signed by all parties are framework agreements, which aims to promote the early settlement of creditor's rights and debt disputes, strengthen the certainty of creditor's rights recovery, and safeguard the interests of listed companies and minority shareholders. The completion of debt repayment requires a specific agreement to be signed by a third party in the market, which is uncertain.
2. The transaction of the subject property is the key to the realization of the company's creditor's rights. Since the signing and performance of the property sales contract requires internal decision-making and consultation of all parties, there is some uncertainty.
3. This agreement can only come into force after being signed and sealed by all parties and reviewed and approved by the general meeting of shareholders of the company. There is some uncertainty,
The company will timely perform the necessary review procedures and information disclosure obligations according to the progress.
Please invest rationally and pay attention to investment risks.
5、 Opinions of independent directors
After careful review, we believe that the signing of the settlement agreement and the property purchase framework agreement by the company is conducive to solving the problem of creditor's rights and debts and protecting the interests of listed companies and minority shareholders. The signing of the agreement has fulfilled the necessary examination and approval procedures, and the related directors have avoided voting at the board of directors. The deliberation procedures comply with the relevant provisions of the company law, the securities law and the articles of association, and there is no situation that damages the interests of the company and all shareholders. To sum up, we agree that the company will sign the settlement agreement and the property purchase framework agreement, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Resolution of the sixth interim meeting of the ninth board of directors in 2022
2. Opinions of independent directors
3. Settlement agreement, property purchase framework agreement and asset appraisal report
It is hereby announced.
Shenzhen Wongtee International Enterprise Co.Ltd(000056) board of directors
April 26, 2022
