Bright Oceans Inter-Telecom Corporation(600289)
Special instructions on the occupation of non operating funds and suspected illegal guarantees in 2021
Bright Oceans Inter-Telecom Corporation(600289) in 2021, there was no new occupation of funds, no new illegal guarantee, and no illegal use of raised funds. In previous years, the company was suspected of failing to perform the review procedures to provide guarantee for the controlling shareholder Yiyang group, and the controlling shareholder occupied the company’s funds and raised funds, which were deducted by the judiciary. The details are as follows:
1、 Occupation and repayment of non operating funds of controlling shareholders
(I) occupation of funds
As of the date of this announcement, the total amount of funds actually occupied by the controlling shareholder and wrongly deducted in Deqing Xinyao case was 8955235 million yuan (the wrongly deducted funds were 33.721 million yuan), including 4690636 million yuan of non operating funds occupied by the controlling shareholder; Pay 1.6185 million yuan for the controlling shareholder; The company was involved in the execution of litigation judgment, judicial auction and erroneous deduction of 4248414 million yuan due to suspected illegal guarantee.
(II) fund occupation and liquidation
1. Cash settlement
On December 25, 2020, the restructuring investor of Yiyang Group Dalian Wanyi Investment Co., Ltd. (hereinafter referred to as “Wanyi investment”) invested RMB 700 million to solve the occupation of controlling shareholders, which has been remitted to the bank account of the wholly-owned subsidiary of the company; The company has received RMB 100000 in cash payable according to the reorganization plan of Yiyang group; On May 28, 2021, the company received a transfer of 29 million yuan from the controlling shareholder.
2. Equity liquidation
On December 25, 2020, according to the ruling of the court, the execution of the bankruptcy reorganization plan of Yiyang group was completed, and the equity amount of “debt to equity swap” obtained by the company was 682521 million yuan, and the number of shares was 660252 million shares. The recoverable amount of this asset was 133 million yuan on December 31, 2020 and 126 million yuan on December 31, 2021. Such recoverable amount shall be remeasured on each balance sheet date with the change of the share value of Yiyang group.
Among the 4248414 million yuan of litigation judgment execution and judicial auction amount involved in the above-mentioned company’s suspected illegal guarantee, 33.721 million yuan was wrongly deducted from the application for execution of the case of Huande qingxinyao to Hangzhou intermediate people’s Court (hereinafter referred to as “Hangzhou intermediate people’s court”). The details of these matters are as follows:
Deqing Xinyao participated in the bankruptcy reorganization of Yiyang group and declared his creditor’s rights. When he had obtained the equity of Yiyang group, he applied to Hangzhou intermediate people’s court for the deduction of the company’s capital of RMB 33.721 million. After that, the execution ruling of Hangzhou intermediate people’s court was revoked by Zhejiang higher people’s Court (hereinafter referred to as “Zhejiang high court”) (2021) zhezifu No. 8 execution ruling, and the company has applied for execution reversal.
In addition, on October 12, 2020, Chengtai Property Insurance Co., Ltd. issued the guarantee for continued execution of liability insurance policy, with a guarantee amount of 35 million yuan. The company believes that Zhejiang high court has corrected the wrong judgment of Hangzhou intermediate people’s court, and the insurance company has issued the guarantee, which has high recoverability.
The company has received a return of 146200 yuan from Hangzhou intermediate people’s court and applied for the adjustment of the amount of rotation to 335748 million yuan.
As of the date of this announcement, the above-mentioned capital occupation has been returned through cash, equity and partial execution reversal, with a total repayment amount of 8625512 million yuan. Except that 335748 million yuan wrongly deducted by the court is still applying for execution reversal, all the other funds have been paid off.
2、 On the suspected illegal guarantee
(I) suspected illegal guarantee
The company’s alleged guarantee litigation for the controlling shareholder involves 41 creditors (55 cases in total based on the actual number of cases according to the case number, of which many case numbers are the same creditor), the principal involved is 47213965 million yuan (re counted according to the effective judgment), the non litigation guarantee is 200.5 million yuan, and the total guarantee amount is 49218965 million yuan. Of which:
1. The company won the lawsuit, settled with creditors and withdrew the lawsuit from creditors, involving 23 creditors, involving the principal of RMB 1.918 billion;
2. The reorganization plan of Yiyang group has been implemented, and Yiyang group and the company will no longer bear any repayment obligation for the main creditor’s rights of the creditors who have declared their creditor’s rights. The total principal involved is RMB 2.368 billion, which can be divided into the following three situations:
1) The company has been judged to bear joint and several liability for repayment or compensation, but the repayment has been completed through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, involving 9 creditors and the principal of 812 million yuan; Four creditors were involved in the liquidation, involving the principal of 1.355 billion yuan;
3) The relevant matters that have not sued for guarantee but have been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group involve four creditors and the principal of 201 million yuan.
3. Lezhuan enterprise management consulting (Shanghai) Co., Ltd. (hereinafter referred to as “lezhuan company”) filed a new lawsuit with Shanghai Shenheng Trading Co., Ltd. (hereinafter referred to as “Shanghai Shenheng”) and the company’s private loan dispute with Shanghai Second Intermediate People’s court, For details, please refer to the progress announcement of Yiyang Xintong on litigation matters (Announcement No.: pro 2022015 and 021) disclosed by the company on March 12 and 29, 2022. 4. Another five creditors who have not been paid off by debt to equity swap because they have not declared their creditor’s rights to Yiyang group involve a principal of 536 million yuan. The company has declared their creditor’s rights to the manager of Yiyang group, as follows:
The creditors of Harbin guanghaiyouqian Group Co., Ltd. (hereinafter referred to as “nashaiyouqian”) and Xiamen guangtuhui Management Co., Ltd. (hereinafter referred to as “nashaiyouqian”) failed to declare the creditor’s rights due to the merger and reorganization of Harbin Guanghai Group Co., Ltd. (hereinafter referred to as “nashaiyouqian”) and Xiamen guangtuhui Management Co., Ltd. (hereinafter referred to as “nashaiyouqian”) due to the implementation of the creditor’s rights, According to the effective judgment of the court or the effective arbitration award, the company bears joint and several liability for repayment or compensation to the five creditors. As of the disclosure date, the court has executed 475309100 yuan in the cases involving the five creditors, except that the execution of Liu Xiaojuan case has been completed, The remaining four creditors are expected to deduct 246842300 yuan of the company’s funds (the relevant interest will be calculated until December 25, 2020, and the final deduction will be subject to the actual deduction.)
(II) settlement of illegal guarantee
1. If the company is in the process of bankruptcy, the creditors of the group have been paid off in full due to the execution of the judgment, but the creditors of the group have no joint and several liability, and the relevant matters have been paid off in the process of execution of the judgment, but the creditors of the group have no objection, and the relevant matters have been paid off in full due to the execution of the judgment;
2. For the relevant matters that are still in litigation but have been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, involving creditors, because the relevant creditor’s rights have been paid off in full, the company does not need to bear the liability for repayment, and strives to close the case as soon as possible;
3. The reorganization plan of Yiyang group has been ruled and implemented by Harbin intermediate people’s Court (hereinafter referred to as “Harbin intermediate people’s court”), in which Yiyang Group retains the rights and interests of the declared unconfirmed creditor’s rights (creditor: Lecheng company) in the deposit and reservation part, involving a total principal of 100 million yuan, which Yiyang group pays off according to law.
4. For the matters related to the guarantee that has not been sued but has been paid off through debt to equity swap in the process of bankruptcy and reorganization of Yiyang group, the creditors are involved. Because the relevant creditor’s rights have been paid off in full, the company does not need to bear the liability for repayment;
5. For the five creditors who failed to convert debt into equity due to failure to declare creditor’s rights or withdrawal of creditor’s rights declaration, in order to protect the interests of the company and minority shareholders, the company has declared creditor’s rights to the manager of Yiyang group for the principal, interest and related expenses incurred by the five creditors. Except for the way of remittance, the relevant debt rights have been examined and approved by the manager and confirmed by Harbin intermediate people’s court.
6. Yiyang group plans to pay the equity price by repurchasing the shares held by the company, so as to pay off the capital occupation and the capital deduction caused by five creditors suspected of illegal guarantee of the company, and has paid 100 million repurchase money to pay part of the proposed capital deduction on behalf of the company. On April 28, 2021, Fuxin bank issued a performance guarantee to the company to provide guarantee for the buyback company of Yiyang group to hold its shares. It shall perform all obligations and responsibilities for the buyback company of Yiyang group to hold its shares, and undertake an irrevocable and unconditional guarantee to the company with a maximum amount of RMB 556 million. According to Article 5 of the letter of guarantee, if Yiyang group fails to buy back the shares corresponding to Yiyang group held by the company with the same amount of the deducted amount within 10 working days after the deduction of the amount, and pay the repurchase amount of this part of the shares to the company, the company will Send a written notice to Fuxin bank requiring Fuxin bank to pay within 15 working days, and Fuxin bank will pay the repurchase amount of the notified claim amount to the company within the limit of the guaranteed amount, No proof or justification from the company is required.
7. As of the disclosure date, Fuxin bank has paid 10.091 million yuan in the execution amount of Qianhai run case, 232096 million yuan in the execution amount of Cui Hongye case and 31.5 million yuan in the execution amount of Derun financial leasing (Shenzhen) Co., Ltd. according to the relevant provisions of the performance guarantee (guarantee No.: fybh20210428001).
8. At the extraordinary general meeting of shareholders held on April 14, 2021, Yiyang group deliberated and approved the agreement to repurchase its shares with cash equivalent to RMB 682 million or assets conducive to the operation and development of the company within 36 months (from the date of completion of the self weight adjustment plan). Before signing the formal share repurchase agreement, in order to avoid new capital occupation after the company was deducted due to the historical violations of Yiyang group, Yiyang group issued a letter of commitment to the company and made the following commitments:
1) If the company generates new capital deduction due to the suspected historical illegal guarantee behavior of Yiyang group in the future, Yiyang group will make compensation arrangements for the company with equivalent cash or equivalent assets within 10 working days after the company is deducted or requested in writing;
2) If the company reaches an agreement with Yiyang group on share repurchase and signs formal share repurchase transaction documents in the future, the cash or equivalent assets of the deducted amount paid by Yiyang group to the company will be used to offset the corresponding share repurchase amount;
3) If the company finally fails to reach an agreement with Yiyang group on the share repurchase and sign the formal share repurchase transaction document, the cash or equivalent assets of the deducted amount paid by Yiyang group to the company are given to the company free of charge, and the company does not need to return them.
As of the disclosure date, the outstanding balance of suspected illegal guarantees involved 2.691 billion yuan of principal and interest, of which 2.167 billion yuan was not guaranteed or liquidated by the company (including the principal of the guarantee amount still in litigation of 1.355 billion yuan), and another 100 million yuan of principal of the guarantee amount was to be repaid by Yiyang group in accordance with the reorganization plan after the creditor’s rights were confirmed. The balance that the company still needs to undertake the responsibility of guarantee or repayment and intends to be deducted is 246842300 yuan (the relevant interest is calculated to December 25, 2020, and the final deduction shall be subject to the actual deduction). The performance guarantee issued by Yiyang group through Fuxin bank is still used as the bank credit guarantee, and the company will no longer occupy new funds due to illegal guarantee.
To sum up, the company’s controlling shareholders’ non recurring capital occupation and suspected illegal guarantee matters have been properly solved.
Bright Oceans Inter-Telecom Corporation(600289) board of directors April 27, 2022
