Securities code: Easy Visible Supply Chain Management Co.Ltd(600093) securities abbreviation: ST easy to see Announcement No.: 2022040 Easy Visible Supply Chain Management Co.Ltd(600093)
Announcement on adjusting the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important contents and risk tips:
The company plans to adjust the penalty interest payable to Yunnan Zhongchuang investment management plan. The adjusted overdue principal amounts to 985 million yuan, the overdue interest during the contract period is 95.7 million yuan, and the overdue penalty interest is 539.43 million yuan.
The adjustment of the penalty interest payable to Yunnan Zhongchuang investment management plan is based on relevant laws and regulations to adjust the unfair part of the high penalty interest. The company has communicated with the annual audit accounting firm on this matter and there is no difference. The adjustment of the penalty interest payable is to correct the deviation of unreasonable pricing in the company's daily transactions, which is conducive to objectively and truly reflect the company's financial situation, Safeguard the legitimate rights and interests of the company and minority shareholders.
The audited ending net assets of the company in 2020 are negative, the financial and accounting report has been issued with an audit report that cannot express opinions, and the company's shares have been warned of delisting risk. The company has disclosed the annual report of the company in 2021. The net assets of the Company attributable to the listed company at the end of 2021 are -4971656800 yuan. Dahua Certified Public Accountants issued an audit report on the annual report of the company in 2021, and the company's shares are subject to financial compulsory delisting and face termination of listing. The trading of the company's shares will be suspended from the date of disclosure of the annual report.
On April 19, 2022, the company received the notice issued by the CSRC. The suspected illegal facts of the company are: there are false records and major omissions in the periodic reports from 2015 to 2020; Failed to disclose the 2020 annual report on schedule. The company preliminarily judged that the illegal acts involved in the company in the notice received this time may touch the major illegal compulsory delisting situations stipulated in the rules such as the Listing Rules of Shanghai Stock Exchange. The final facts shall be subject to the conclusion of the decision on administrative punishment issued by the CSRC.
The closing price of the company's shares on April 26, 2022 is 0.78 yuan / share, which is lower than 1 yuan. The company's shares may touch the situation of compulsory delisting of trading.
The notice on the adjustment of interest payable of Yunnan Zhongguan Co., Ltd. (hereinafter referred to as the "notice on the adjustment of interest payable" of the 33rd board of directors of Yunnan Zhongguan Co., Ltd. will be held on April 26, 20293):
Since September 2017, Yunnan Dianzhong Venture Capital Co., Ltd. (hereinafter referred to as "Dianzhong venture capital"), the holding subsidiary of Yunnan Dianzhong Industrial Development Group Co., Ltd. (hereinafter referred to as "Dianzhong group"), the shareholder of the company, has accumulated 2.185 billion yuan of creditor's rights to Shenzhen Dianzhong commercial factoring Co., Ltd. (hereinafter referred to as "Dianzhong factoring"), the holding subsidiary of the company, through three asset management plans. According to the terms of the original contract and the three asset management plan creditor's rights transfer agreements signed in December 2020, by the end of 2020, the overdue principal was 985 million yuan, the overdue interest during the contract period was 95.7 million yuan, and the overdue default interest was 539.43 million yuan. By the end of 2021, the overdue default interest was increased by 261.18 million yuan.
1、 Business background
From 2017 to 2018, Central Yunnan venture capital successively purchased factoring accounts receivable from Central Yunnan factoring through three asset management plans. Central Yunnan factoring repurchased assets and paid interest when due, and agreed on liquidated damages / penalty interest. Yunnan Jiutian Investment Holding Group Co., Ltd. (hereinafter referred to as "Jiutian holding"), the then shareholder of the company, provided full joint and several liability guarantee for central Yunnan factoring.
From September to November 2017, Dianzhong venture capital established "Zheshang Jujin Dianzhong venture capital No. 1 directional asset management plan" (hereinafter referred to as "dianchuang No. 1 asset management") through Zhejiang Zheshang Securities Co.Ltd(601878) Asset Management Co., Ltd., which invested 1.2 billion yuan to purchase factoring assets in five phases, with a one-year repurchase period and an annual interest rate of 7.59%. Dianchuang No. 1 asset management phase 1 to 4 expired from September to October 2018, and Dianzhong factoring settled the principal of 850 million yuan and paid interest of 74 million yuan in December 2018; The fifth phase is due on November 22, 2018. Dian Zhong factoring settled the principal of 350 million yuan and paid interest of 18 million yuan in May 2019, and the remaining interest of 8.5123 million yuan is overdue.
In order to solve the overdue of dianchuang No. 1 asset management, Dianzhong venture capital established "Dongzheng Ronghui Mingzhu No. 611 directional asset management plan" (hereinafter referred to as "Dongzheng No. 611 asset management") through Dongzheng Ronghui Securities Asset Management Co., Ltd. in October 2018, and "Jinyuan Baili Junzhong No. 1 single asset management plan" (hereinafter referred to as "Junzhong No. 1 asset management") through Shanghai Jinyuan Baili Asset Management Co., Ltd. in December. The two asset management plans invested a total of 985 million yuan to purchase the factoring assets of central Yunnan factoring. The repurchase period is one year, and the annual interest rates are 10.50% and 8.62% respectively. During the contract period of the two asset management plans, the principal and interest payable by Dianzhong factoring was 1.073 billion yuan (the principal was 985 million yuan, the interest was 99 million yuan, and the interest paid under "Dongzheng 611 asset management" was 11 million yuan), but Dianzhong factoring failed to pay after the expiration. After the above debts were overdue in 2018 and 2019 respectively, the parties failed to sign the extension agreement or make other arrangements in time.
At the beginning of 2021, the company's self inspection found that on December 31, 2020, without proper deliberation process, the company signed the creditor's rights transfer agreement with Dianzhong venture capital and other relevant parties to distribute the entrusted assets under the three asset management plans to Dianzhong venture capital in their original state, and Dianzhong venture capital became the direct creditor of Dianzhong factoring, The total debt principal and interest and liquidated damages / default interest calculated in the agreement are RMB 1.620 billion (the principal is RMB 985 million, the interest is RMB 96 million, and the liquidated damages / default interest is RMB 539 million). The unpaid interest under dianchuang No. 1 asset management is 8.5163 million yuan, but the penalty interest is as high as 320 million yuan. The above behavior directly leads to large debts of the company. In July 2021, the company reported to the public security organ that some former executives were suspected of committing crimes.
In order to properly solve the problems left over by history and protect the interests of the company and investors, the company interviewed and negotiated with central Yunnan group for many times before April 30, 2021, and wrote to central Yunnan group for many times on July 22, 2021, July 27, 2021, September 29, 2021, February 11, 2022 and March 8, 2022, requesting coordination and reduction of the above interest and penalty interest.
However, as of the disclosure date of this announcement, Central Yunnan group and central Yunnan venture capital have not responded.
2、 Content of penalty interest adjustment
According to the legal opinions issued by the law firm and in combination with the communication with Dahua certified public accountants, the company plans to re accrue and confirm the penalty interest payable to Yunnan central venture capital in each capital management plan according to the following standards (from the date of overdue to the date of actual payment):
1. According to the part of "the other party's loss caused by the party's breach of contract", that is, the overdue amount (principal 985 million yuan + Interest 95.7 million yuan) is used as the base for calculating the default interest;
2. The upper limit of penalty interest rate shall be 4 times of the loan market quotation interest rate published by the national interbank lending center in the corresponding period;
3. The period of adjusting the penalty interest is from the overdue date of each written asset management plan to the date of actual payment;
4. Make corresponding accounting adjustments to the amount of penalty interest accrued so far.
3、 Impact on financial data after adjustment
By the end of 2021, the overdue principal before adjustment was 985 million yuan, the overdue interest during the contract period was 95.7 million yuan, and the overdue default interest was 800.59 million yuan; The adjusted overdue principal is 985 million yuan, the overdue interest during the contract period is 95.7 million yuan, and the overdue default interest is 413.66 million yuan; The difference in the amount of penalty interest before and after adjustment is 386.93 million yuan, which is the company's reduced penalty interest payable to Yunnan Zhongchuang investment management plan.
4、 Impact on the company
The adjustment of the penalty interest payable to Yunnan Zhongchuang investment management plan is based on relevant laws and regulations to adjust the unfair part of the high penalty interest. The company has communicated with the annual audit accounting firm on this matter and there is no difference. The adjustment of the penalty interest payable is to correct the deviation of unreasonable pricing in the company's daily transactions, which is conducive to objectively and truly reflect the company's financial situation, Safeguard the legitimate rights and interests of the company and minority shareholders. If there is an effective legal document confirming the amount of penalty interest in the future, the company will adjust it according to the effective document.
5、 Review procedure
(I) deliberations of the board of directors
At the 33rd meeting of the 8th board of directors held from April 25 to 26, 2022, the company considered the proposal on adjusting the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd., and Mr. Su Lijun, the related director, avoided the vote and passed it with 8 votes in favor, 0 votes against and 0 votes to abandon.
The board of directors of the company believes that the adjustment of the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd. is conducive to truly reflect the financial situation of the enterprise, with sufficient and reasonable basis, in line with the accounting standards for business enterprises and relevant accounting policies of the company, in line with the actual situation of the company, and can more fairly reflect the financial situation of the company.
(II) opinions of independent directors
This time, the company adjusted the penalty interest payable to Yunnan Zhongchuang investment management plan, took the overdue amount as the base for calculating the penalty interest, and took 4 times of the loan market quotation interest rate published by the national interbank lending center in the corresponding period as the penalty interest rate, which is in line with the principle of fair and just commercial pricing, is conducive to eliminating the adverse impact of unfair transactions in the early stage on the company, and objectively and truly reflects the financial situation of the company, The company agrees to adjust the default interest payable in the asset management plan this time.
(III) opinions of the audit committee
Su Lijun, a related director, avoided voting on the proposal on adjusting the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd.
Chairman Zhang Huide and member Li Xueyu believed that the company adjusted the default interest payable to Yunnan Zhongchuang investment management plan, and took 4 times of the loan market quotation interest rate published by the national interbank lending center in the corresponding period as the default interest rate, which met the normal standard for the calculation of default interest and was conducive to safeguarding the interests of the company and minority shareholders,
(IV) deliberation of the board of supervisors
The above matters have been deliberated and adopted at the 24th Meeting of the 8th board of supervisors held from April 25 to 26, 2022.
The board of supervisors of the company believes that the adjustment of the default interest payable in the asset management plan is in line with the actual situation of the company and the provisions of relevant policies, with sufficient basis and legal and compliant decision-making procedures.
It is hereby announced.
Easy Visible Supply Chain Management Co.Ltd(600093) board of directors
April 27, 2002
