Securities code: Neoglory Prosperity Inc(002147) securities abbreviation: ST Xinguang Announcement No.: 2022054 Neoglory Prosperity Inc(002147)
Announcement on the reply of Shenzhen Stock Exchange to the letter of concern of the company
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.
The board of directors of Shenzhen Stock Exchange (hereinafter referred to as “the board of directors’ letter on verification”) has received the following positive attention to the following matters (hereinafter referred to as “the company’s working Letter No. 0022 No. 147 202; issued by the board of directors of Shenzhen Stock Exchange):
In the early stage, your company signed a settlement agreement with Fengsheng Holding Co., Ltd. (hereinafter referred to as Fengsheng holding), five seasons XVI limited and Jiangsu Yide Group Co., Ltd. (hereinafter referred to as Jiangsu Yide), which agreed that the ways for your company to recover 1 billion earnest money include receiving 64 million yuan in cash, transferring 30% equity of Jiangsu Xinjiu Industrial Investment Co., Ltd. (hereinafter referred to as Jiangsu Xinjiu) Accept the pledge of 84 million shares of Nanjing New Town Development Co., Ltd. (hereinafter referred to as Nanjing new town) held by Jiangsu Yide. Up to now, the relevant arrangements of the aforementioned settlement agreement have been overdue. On April 12, 2022, your company disclosed the announcement on signing the quadripartite agreement on the transfer of creditor’s rights and debts and the announcement on signing the supplementary agreement to the settlement agreement (hereinafter collectively referred to as the announcement), your company and its subsidiaries Zhejiang Wanxia Real Estate Development Co., Ltd. (hereinafter referred to as Wanxia real estate), Nanjing Sumin Jinfan Enterprise Management Co., Ltd. (hereinafter referred to as Sumin Jinfan) Jiangsu 1912 Cultural Industry Development Co., Ltd. (hereinafter referred to as Jiangsu 1912), Jiangsu Xinjiu, Fengsheng holding and other parties signed five agreements, including the four party agreement on the transfer of creditor’s rights and debts, to solve the return of 30% equity of Jiangsu Xinjiu; Your company has signed the supplementary agreement with Nanjing Dongtai Commercial Asset Management Co., Ltd. (hereinafter referred to as Nanjing Dongtai) and Fengsheng holding, and Nanjing Dongtai will provide four commercial properties as an alternative guarantee measure for the pledge of 10 million shares of Nanjing New Town, with a guarantee limit of 40 million yuan. Our department is concerned about the relevant situation. Please check and explain the following problems:
Item 1 According to the announcement, the shareholder Jiangsu 1912, who holds 30% of the equity of Jiangsu Xinjiu, transferred the creditor’s rights of RMB 17232840867 from the equity transfer receivable of RMB 30 million from Wanxia real estate and the accumulated undistributed profit receivable of RMB 14232840867 from Jiangsu Xinjiu (paid by Wanxia real estate) to Su min Jinfan, and Su min Jinfan paid interest free in installments within three years. As the controlling shareholder of Jiangsu Yide, Su min Jinfan uses the above-mentioned creditor’s rights to Wanxia real estate to offset the debts payable to Nanjing Fengsheng Han Technology Co., Ltd. (hereinafter referred to as Nanjing Fengsheng), a related party of Fengsheng holding, on behalf of Jiangsu Yide, while your company offsets the above-mentioned debts of Wanxia real estate with the earnest money receivable from Fengsheng holding. After the above agreement comes into effect, the earnest money receivable by your company from Fengsheng holdings decreases by 17232840867 yuan. Your company cannot verify the authenticity of the creditor’s rights and debts of relevant parties, and Su min Jinfan has an insolvent financial situation. Please verify and explain to relevant parties:
(1) According to the announcement, as of the end of September 2021, Wanxia real estate borrowed 749 million yuan from Jiangsu Xinjiu, which directly resulted in a cumulative overdue fine of 959375 million yuan due to unpaid income tax, and 30% of the equity of Jiangsu Xinjiu did not bear the overdue fine. Please explain the specific reason, purpose, rationality and authenticity of the large amount of funds borrowed by Wanxia real estate from Jiangsu Xinjiu, whether the accumulated distributable profits of Jiangsu Xinjiu have been audited, the basis for the confirmation of Jiangsu 1912 profit distribution amount of 14232840867 yuan, whether the reasons for overdue fine and the rationality of relevant arrangements are considered, and whether it is conducive to safeguarding the interests of listed companies, Whether Jiangsu Xinjiu has performed appropriate internal approval procedures for the profit distribution of 14232840867 yuan in Jiangsu 1912, whether it complies with the provisions of the articles of association and relevant laws and regulations, whether Jiangsu 1912 has legally and effectively obtained the above profit distribution rights, whether Wanxia real estate has performed appropriate review procedures for paying the above profit distribution on behalf of Jiangsu Xinjiu, and whether Jiangsu 1912 has legally and effectively obtained the creditor’s rights against Wanxia real estate.
Reply: after the completion of the development of Jiangsu Xinjiu project and the return of sales funds, Wanxia real estate was short of funds. Most of the funds were borrowed by Wanxia real estate to repay its own debts at the end of 2017 and April 2018, with a total borrowing of about 1 billion yuan. By the end of September 2021, 749 million yuan was still in arrears. Subsequently, affected by the debt default of the controlling shareholder Xinguang Group, Wanxia real estate was unable to obtain new financing, and the above loans have not been paid to Jiangsu Xinjiu. Since the income tax of the company was 24486374329 yuan after the project was sold out, it has not been paid. By the end of September 2021, the balance of income tax owed was 20490625062 yuan, and the accumulated overdue fine was 959375 million yuan. 30% of the shareholders of Xinjiu proposed that this part of the overdue fine was caused by the long-term occupation of the project company’s funds by Wanxia real estate, which should not be borne by it. The company agrees that Wanxia real estate shall bear all the overdue fine, which is the result of considering the above actual situation, and there is no behavior damaging the interests of the listed company. The audit report zxhsz [2021] No. 170291 issued by zhongxinghua certified public accountants. By the end of September 2021, the registered capital of Jiangsu Xinjiu was 10000000000 yuan, the undistributed profit was 35349050763 yuan, the surplus reserve was 5000000000 yuan, and the total owner’s equity was 50349050763 yuan. As the tax overdue fine 9593752126 is caused by the fact that Wanxia real estate, the controlling shareholder of Jiangsu Xinjiu, defaults on the funds of Jiangsu Xinjiu, this part of the loss should not be jointly borne by the minority shareholder Jiangsu 1912. In this profit distribution, without considering the tax overdue fine, the cumulative distributable profit is 47442802880 yuan (47442802889 = 35349050763 + 9593752126 + 5000000000 50%), The distributable profit of Jiangsu 1912 according to 30% shareholding ratio is 14232840867 yuan. Jiangsu Xinjiu held the shareholders’ meeting on April 1, 2022 and has fulfilled the internal approval procedures for profit distribution, which is in line with the articles of association and relevant laws and regulations. Jiangsu 1912 has legally and effectively obtained the above-mentioned right of profit distribution. Wanxia real estate fulfilled the deliberation procedures of the shareholders’ meeting on paying the above-mentioned profit distribution on behalf of Jiangsu Xinjiu on April 7, 2022. Jiangsu 1912 has legally and effectively obtained the creditor’s rights against Wanxia real estate.
(2) According to the announcement, Jiangsu 1912 transferred its 30% equity of Jiangsu Xinjiu to Wanxia real estate with an actual registered capital of 30 million yuan. Please indicate whether Wanxia real estate has performed proper deliberation procedures on the transfer of 30% equity of Jiangsu Xinjiu. Reply: Wanxia real estate has fulfilled the review procedures on the transfer of 30% equity of Jiangsu Xinjiu. Wanxia real estate was established in 2022
The shareholders’ meeting was held on April 7, 2014, and it was agreed to transfer 30% equity of Jiangsu Xinjiu at a consideration of 30 million yuan.
(3) After investigation, Jiangsu 1912 was originally held by Jiangsu Yide and Nanjing Oriental Enterprise (Group) Co., Ltd. with 50% shares respectively. In April 2022, Su min Jinfan replaced Nanjing Oriental Enterprise (Group) Co., Ltd. as the 50% shareholder of Jiangsu 1912. According to the announcement, Su min Jinfan is the controlling shareholder of Jiangsu Yide. Jiangsu 1912 has implemented common management and joint control with official seal since the new shareholder joined in April 2022, and there is no actual controller. In combination with the main background and consideration of the above-mentioned shareholder change, please explain whether Sumin Jinfan has fulfilled the corresponding review procedures and industrial and commercial registration procedures for Jiangsu 1912 shareholding, whether it has paid the corresponding consideration, whether it is attached with other agreements or package arrangements, and explain the rationality of determining that Jiangsu 1912 has no actual controller.
Reply: Su min Jinfan is the controlling shareholder of Jiangsu Yide, and Jiangsu Yide holds 50% of the shareholders of Jiangsu 1912. In order to complete the transfer of 30% equity of Jiangsu Xinjiu held by Jiangsu 1912, Su min Jinfan invested 41 million yuan to acquire all the equity of Jiangsu 1912 held by Nanjing Oriental Enterprise (Group) Co., Ltd. On March 31, 2022, Nanjing Dongfang enterprise (Group) Co., Ltd. (hereinafter referred to as Nanjing Dongfang) and Su min Jinfan signed the equity transfer agreement. Su min Jinfan transferred 50% of Nanjing Dongfang’s shareholding in Jiangsu 1912, and the share transfer was 41 million yuan. Later, the two sides signed the supplementary agreement to the equity transfer agreement, which agreed that the 41 million yuan share transfer should be paid in installments, and the first phase share transfer was 20 million yuan, The remaining 21 million yuan of share transfer was transferred to the designated account of Nanjing Oriental in four phases. At present, the initial share transfer of 20 million yuan has been paid by Su min Jinfan, and the remaining amount has not yet expired. Both parties have completed the change registration formalities at the market supervision and Administration Bureau of Xuanwu District, Nanjing on April 6, 2022, and Jiangsu Xinjiu company has obtained a new business license on that day.
When the company disclosed the information of the actual controller of Jiangsu 1912 for the last time, it only considered the “actual control” of both parties, such as the joint management of official seals and joint decision-making in its actual operation and management, and determined that it had no actual controller. After re verification, Jiangsu 1912 actual controller and Jiangsu Yide are the same actual controller. On April 30, 2022, the company disclosed the correction announcement on the announcement of signing the four party agreement on the transfer of creditor’s rights and debts (Announcement No.: 2022051), Correct the description of the actual controller in the main shareholders of “5. Jiangsu 1912 Cultural Industry Development Co., Ltd.” in the announcement on signing the four party agreement on the transfer of creditor’s rights and debts (Announcement No.: 2022028) “II. Basic information of the other party” disclosed on April 12. The actual controller of Jiangsu 1912 Cultural Industry Development Co., Ltd. is Wei Dong.
(4) The specific fund source and time for Sumin Jinfan, who is in the state of insolvency, to pay 17232840867 yuan to Jiangsu 1912 for the transfer of creditor’s rights. If it fails to perform the contract in time, does Jiangsu 1912 have the right to cancel relevant agreements and arrangements? Combined with question (1), explain whether Sumin Jinfan has legally and effectively obtained the creditor’s rights to Wanxia real estate and whether it has performed appropriate internal approval procedures for paying debts on behalf of Jiangsu Yide, Whether there is a clear agreement between the two parties.
Reply: the above assignment of creditor’s rights is the arrangement of creditor’s rights and debts transfer agreement of all parties, and Su min Jinfan does not need to pay cash consideration. As a package arrangement, on April 18, 2022, Fengsheng Han, Jiangsu 1912, Jiangsu Yide and Sumin Jinfan signed the Quartet agreement on the transfer of creditor’s rights and debts to offset the relevant debts, “1. First offset: because Jiangsu Yide owes Nanjing Fengsheng some debts, Nanjing Fengsheng owes Sumin Jinfan 17232840867 yuan and Sumin Jinfan owes Jiangsu 191217232840867 yuan. All parties agree that Sumin Jinfan owes Jiangsu 1912 and Jiangsu Yide owes Nanjing Fengsheng 13132840867 yuan. After the debt offset, Jiangsu Yide owes Jiangsu 191213132840867 yuan, and Jiangsu Yide owes Jiangsu 1912 The debt of Nanjing Fengsheng decreased by 13132840867 yuan, the balance of debt owed by Sumin Jinfan to Jiangsu 1912 was 41 million yuan, and Nanjing Fengsheng owed Sumin Jinfan 41 million yuan. 2. Second offset: all parties agree that after the above offset is completed, Jiangsu Yide owes Su min Jinfan 41 million yuan of share transfer, which again offsets Su min Jinfan’s 41 million yuan owed to Jiangsu 1912. After the second debt offset, Jiangsu Yide’s arrears to Jiangsu 1912 increased by 41 million, with a total amount owed to Jiangsu 1912 of 17232840867 yuan; The creditor’s right and debt relationship between Su min Jinfan and Jiangsu 1912 disappeared; The creditor’s right and debt relationship between Jiangsu Yide and Sumin Jinfan has been eliminated. “
After the offset is completed, the creditor’s right and debt relationship between Su min Jinfan and Jiangsu 1912 is eliminated, and Su min Jinfan has fulfilled the obligation to pay 17232840867 yuan to Jiangsu 1912.
The four party agreement does not stipulate the relevant conditions and contents of the cancellation right, and there will be no situation that the cancellation right can be exercised when the conditions are met. At the same time, it does not comply with the relevant circumstances of the legal cancellation right. Therefore, there is no risk of cancellation of the agreement.
On April 7 and 8, 2022, Jiangsu 1912, Sumin Jinfan and Wanxia real estate signed the creditor’s rights transfer agreement respectively, and Sumin Jinfan transferred the creditor’s rights of Jiangsu 191217232840867 yuan. Due to the ambiguities in some terms of the above two signed creditor’s rights transfer agreements and the unclear agreement on relevant rights and obligations, Jiangsu 1912 issued a confirmation letter to Sumin Jinfan and Wanxia real estate on April 8, 2022. The main contents include:
1. The transfer of creditor’s rights agreed in the above two creditor’s rights transfer agreements is unconditional and irrevocable. At present, the transfer of creditor’s rights has taken effect.
2. Clause 7.1 of Article 8 liability for breach of contract in the above two creditor’s rights transfer agreements “if the transferee fails to pay the transfer price of the subject matter of any period in full and on time, the transferor has the right to require the transferee to immediately pay all the remaining transfer price of the current creditor’s rights. The transferee shall make up the transfer price of the creditor’s rights within the time limit required by the transferor. If it fails to make up within the time limit, the transferor has the right to terminate this Agreement”. This clause is not the true intention of all parties. Our company confirms that this clause is invalid and waives the rights given to us by this clause. 3. As the transferor of creditor’s rights, our company once again makes it clear that, for whatever reason, our creditor’s rights transfer to Zhejiang Wanxia Real Estate Development Co., Ltd. has become effective and irrevocable. Nanjing Sumin Jinfan Enterprise Management Co., Ltd. naturally obtains the creditor’s rights against Zhejiang Wanxia Real Estate Development Co., Ltd. according to the above two creditor’s rights transfer agreements.
