Suggestive announcement on the company's illegal external guarantee and stock trading may be subject to other risk warnings
Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2022025
Bringspring Science And Technology Co.Ltd(300290)
Suggestive announcement on the company's illegal external guarantee and stock trading may be subject to other risk warnings
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 tips:
1. Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as "the company") recently found that the company had a loan from Zhonghui Media Co., Ltd. (hereinafter referred to as "Zhonghui media") from the former controlling shareholder Liaoning Guoke Industry Co., Ltd. (hereinafter referred to as "Guoke industry") and the former director Cui Wantian, It provided illegal guarantee for the loan of Panjin Jieneng Industrial Co., Ltd. (hereinafter referred to as "Panjin Jieneng") to Jianshe sub branch of Panjin Bank Co., Ltd. (hereinafter referred to as "Panjin bank"), with a total amount of 255829700 yuan (principal) and interest, resulting in the freezing of the company's bank account. The above matters did not comply with the deliberation and decision-making procedures of the board of directors and the general meeting of shareholders of the company.
2、 According to item (V) of article 9.4 of the GEM Listing Rules of Shenzhen Stock Exchange, "the company provides funds to the controlling shareholder or its affiliates or provides external guarantee in violation of the prescribed procedures and the situation is serious", item 9.5, "there is no feasible solution for the above violations or although the solution is proposed, it is expected that it can not be solved within one month" and item (II) of article 9.5 "The balance of external guarantee provided by a listed company in violation of the prescribed procedures (except for the guarantee object being a subsidiary within the scope of the consolidated statements of the listed company) is more than 10 million yuan, or accounts for more than 5% of the latest audited net assets of the listed company". If it is expected that it can not be solved within one month, the company's stock trading will be subject to other risk warnings.
On April 25, 2022, the people's Court of Xinglongtai District, Panjin City issued a civil ruling to lift the freezing of the company's bank account. On April 27, 2022, the relevant freezing has been lifted, but the relevant guarantee liability has not been lifted.
The company expects to solve all illegal guarantees within one month. If the above illegal guarantee matters cannot be solved within one month (i.e. May 27, 2022), the company's stock trading will be subject to other risk warnings.
1、 Matters and main reasons for other risk warnings that may be implemented
Suggestive announcement on the company's illegal external guarantee and stock trading may be subject to other risk warnings
1. On June 21, 2021, the company signed the guarantee contract with Guoke industry, the debtor of Zhonghui media, the creditor, to provide joint and several liability guarantee for the debt of 1062966600 yuan payable by Guoke industry to Zhonghui media, with the guarantee amount of 1062966600 yuan of principal and interest. Because Guoke industry failed to repay its debts on schedule, Zhonghui media applied to the people's Court of Shenhe District, Shenyang City, Liaoning Province for property preservation. On December 27, 2021, the bank account of the company was frozen for 1351231197 Yuan due to the above guarantee. Later, Guoke industry replaced Bringspring Science And Technology Co.Ltd(300290) with its own bank account freezing. On April 2, 2022, the aforesaid frozen 1351231197 yuan of the company was lifted. Subsequently, on the grounds of additional interest and liquidated damages, Zhonghui media submitted a change of litigation request to the people's Court of Shenhe District, requesting an additional amount of 1982142473 yuan. The company's bank account was frozen on April 24, 2022, with a total amount of 3964284946 yuan. Up to now, the company has a total of 3964659727 yuan of account funds frozen due to the pre litigation guarantee. The above guarantee matters have not fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders.
2. The company signed the guarantee contract with the creditor Zhonghui media and the debtor Cui Wantian on July 21, 2021 to provide joint and several liability guarantee for the debt of 15.2 million.00 yuan payable by Cui Wantian to Zhonghui media, with the guarantee amount of 15.2 million.00 yuan of principal and interest. On January 14, 2022, Zhonghui media filed a lawsuit to Shenyang Shenhe District People's court for property preservation, and the company's bank account was frozen for 1646830000 Yuan due to the above guarantee. The above guarantee matters have not fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders.
3. On October 19, 2021, the company provided guarantee for the working capital loan of RMB 230000000000 obtained by Panjin Jieneng from Panjin bank. Because Panjin Jieneng owed interest during the loan period, Panjin bank applied to the court for freezing the company's bank account on January 18, 2022. The people's Court of Xinglongtai District, Panjin City successively frozen the company's China Merchants Bank Co.Ltd(600036) and China Construction Bank Corporation(601939) accounts from February to March 2022. During the freezing period, the maximum balance of China Merchants Bank Co.Ltd(600036) account was 1378853365 yuan and the maximum balance of China Construction Bank Corporation(601939) account was 2198943069 yuan. The above guarantee matters have not fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders.
2、 Measures taken by the company
In view of the above illegal guarantees and freezing of bank accounts, the board of directors of the company actively urges relevant parties to make serious rectification and continuously track relevant progress, so as to safeguard the legitimate rights and interests of the company and shareholders:
1. The company and the board of directors actively contact creditors and debtors, urge them to repay as soon as possible and remove the above guarantee of the company:
(1) On April 28, 2022, Zhonghui media and Guoke industry reached a settlement and signed the agreement. Guoke industry will fulfill its repayment obligations. After the people's Court of Shenhe District of Shenyang issued the civil mediation, Zhonghui media agreed to exempt the company from the guarantee liability in the guarantee contract signed by the company on June 21, 2021
Suggestive announcement on the company's illegal external guarantee and stock trading may be subject to other risk warnings
Ren. At present, the civil mediation statement issued by the court has been obtained, and the relevant procedures for lifting the freezing of the company's bank accounts will be performed later.
(2) Cui Wantian has fully fulfilled his debt repayment obligations to Zhonghui media, and all the creditor's rights and debts between Zhonghui media, the company and Cui Wantian have been settled. At present, the frozen amount of 1646830000 yuan in the company's bank account has been unfrozen.
(3) On April 25, 2022, the people's Court of Xinglongtai District, Panjin City issued a civil ruling to lift the freezing of the company's bank account.
On April 27, 2022, the above-mentioned relevant freezing has been lifted, but the relevant guarantee liability has not been lifted.
2. The company and all directors, supervisors, senior executives and relevant personnel have deeply learned from this lesson. In order to prevent and eliminate the recurrence of such violations, the company will organize the board of directors and managers at all levels to seriously study relevant laws, regulations and business rules, continuously improve the construction of the company's internal control system, carefully sort out the company's existing management system, especially fund and guarantee management, and earnestly implement standardized processes; At the same time, it will further strengthen the implementation of the internal control system (such as approval and decision-making procedures), attach great importance to the compliance work, eliminate loopholes, effectively control the business risks of enterprises and improve the standard operation level.
3. The company will further improve the functions of the internal audit department and exercise the supervision power under the leadership of the board of directors. On the one hand, strengthen the supervision of the internal audit department on the improvement and implementation of the company's internal control system, and improve the depth and breadth of internal audit; On the other hand, urge all departments to strictly implement the relevant systems of internal control and earnestly implement the procedures of deliberation and decision-making and information disclosure.
4. The company will regularly organize business training for directors, supervisors, senior managers and personnel from relevant departments to continuously improve the company's ability and level of standardized operation, further improve the managers' awareness of standardized operation in their daily work and improve corporate governance.
5. The company will effectively improve the quality of information disclosure, safeguard the legitimate rights and interests of shareholders of listed companies, and promote the healthy, stable and sustainable development of the company.
It is hereby announced.
Bringspring Science And Technology Co.Ltd(300290) board of directors April 28, 2002
