Securities code: Yanan Bicon Pharmaceutical Listed Company(002411) securities abbreviation: Yanan Bicon Pharmaceutical Listed Company(002411) Announcement No.: 2022040 Yanan Bicon Pharmaceutical Listed Company(002411)
Progress announcement on litigation matters related to corporate bonds
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.
Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as “the company”) recently received the civil judgment (2021) Yue 03 min Chu No. 2922, (2021) Yue 03 min Chu No. 2923, (2021) Yue 03 min Chu No. 3411, (2021) Yue 03 min Chu No. 1551, Jinyuan securities and Jianghai securities. For details of the above litigation matters, please refer to the announcement on receiving civil complaint (Announcement No.: 2021057, 2021068, 2021093) and announcement on receiving complaint (Announcement No.: 2021065) disclosed by the company on cninfo.com on June 4, 2021, June 17, 2021, June 23, 2021 and July 28, 2021. The progress is now announced as follows: I. civil judgment (2021) Yue 03 min Chu No. 2922
(I) basic information of the proceedings
1. Litigants
Plaintiff: Jinyuan Securities Co., Ltd
Defendant: Yanan Bicon Pharmaceutical Listed Company(002411)
2. Claim
(1) It is confirmed that the “18 Bikang 01” bond will expire in advance on January 6, 2021, and the defendant will immediately pay the plaintiff the principal of the bond of RMB 100 million and the interest calculated at the coupon rate of 7.5% from April 26, 2020 to January 6, 2021 The expected interest loss calculated at the coupon rate of 7.5% from January 7, 2021 to April 25, 2021 and the liquidated damages for overdue payment calculated at the annual rate of 11.25% from January 7, 2021 to the date of full repayment of the above debts (the above interest, expected interest loss and liquidated damages are temporarily calculated to be about 8842695 yuan from the date of litigation);
(2) Confirm that the plaintiff enjoys the pledge right over the 87.24% equity and fruits of Jiangsu jiujiujiu Technology Co., Ltd. held by the defendant, and has the priority right to be paid for the price of its discount, auction and sale according to the proportion of bonds held (100 million yuan / 700 million yuan);
(3) Order the defendant to pay 170000 yuan of lawyer’s fees to the plaintiff;
(4) The litigation costs of this case shall be borne by the defendant.
3. Facts and reasons
On July 16, 2019, the plaintiff, as the asset manager of “Jinyuan Securities – Bank of Jiangxi Co., Ltd. – Jinyuan Jiangxi gushou No. 1 single asset management plan”, invested in and held 1 million “18 Bikang 01″ bonds issued by Jiangsu Bikang Pharmaceutical Co., Ltd. (the name was changed to ” Yanan Bicon Pharmaceutical Listed Company(002411) ” on October 17, 2018), with a face value of RMB 100 million. The name of the bond is “2018 non-public corporate bond (phase I) of Jiangsu Bikang Pharmaceutical Co., Ltd.” the bond is referred to as “18 Bikang 01” and the bond code is “114335”. The prospectus stipulates that the bond issuance scale is 700 million yuan, the issuance interest rate is 7.5%, the nominal amount is 100 yuan, and the issuance period is 3 years (2 + 1); The interest of the bonds shall be calculated from the first day of issuance, and the value date is April 26, 2018. The amount of interest paid to the investors on the interest payment date of each year is the product of the total face value of the bonds held by the investors as of the closing of the interest registration date and the corresponding face interest rate, The amount of principal and interest paid by the investor on the cashing date is the last interest of the current bond held by the investor as of the closing of the cashing registration date and the principal of the total face value of the bond held by the investor; The credit enhancement measures are: Mr. Li zongsong, the actual controller of the company, provides unconditional and irrevocable joint and several liability guarantee for the bonds. The guarantee period is from the duration of the bonds to two years after the maturity date of the bonds. The guarantee scope includes the principal and interest of the bonds, liquidated damages, damages, expenses for realizing creditor’s rights and other reasonable expenses payable. When the amount, interest rate, term, principal and interest repayment method of the bonds are changed, Without the consent of the guarantor; The issuer’s breach of contract includes: 1. Failure to pay the principal payable when the bonds are due, accelerated repayment or resale (if applicable), and such breach continues for more than 30 days; 2. Failure to pay the interest on the maturity, accelerated repayment or resale (if applicable) of the current bonds, and the breach continues for more than 30 days… Dispute resolution: any dispute caused by the breach of contract shall first be settled through negotiation between the parties to the dispute. If the negotiation fails, both parties to the bond trustee agreement agree to submit the dispute to the people’s court with jurisdiction in the place where the agreement is signed. The prospectus also stipulates that investors who subscribe, hold or accept the corporate bonds shall be deemed to accept and be bound by all the provisions of the prospectus on the rights and obligations of the bonds, and agree to the relevant provisions of the bond trustee agreement and the rules of the bondholders’ meeting. The trustee of the bonds is China Merchants Securities Co.Ltd(600999) . The trustee agreement was signed in Shenzhen on November 24, 2017.
On April 27, 2020, after the two-year term of the bonds expired, the defendant, Shaanxi Bikang Pharmaceutical Group Holding Co., Ltd. and Li zongsong sent the consultation letter to the bondholders on the “equity pledge and extension plan” of the “18 Bikang 01” bonds, The letter records that the issuer is willing to provide pledge guarantee to the bondholders with all the equity of Jiangsu jiujiujiu Technology Co., Ltd. (corresponding to the subscribed capital contribution of 436.2 million yuan, note: shareholding ratio of 87.24%) as the obligations of the issuer under the “18 Bikang 01” bond… The repayment date of the principal of the current bond resale is extended from April 26, 2020 to April 26, 2021, and the coupon rate of the bond during the extension period is normally calculated at the current coupon rate of 7.5%; The issuer promises:… In any case, the issuer shall ensure that the total payment of not less than 50% of the principal of the bonds and the corresponding interest before December 31, 2020… Due to the violation of any of the above commitments by the issuer and Li zongsong, all the principal and interest payable of the bonds will expire immediately.
The bondholders agreed to the aforementioned “equity pledge and extension plan”. On June 1, 2020, the trustee China Merchants Securities Co.Ltd(600999) signed the equity pledge guarantee agreement (No.: thxy-202 Aoyuan Beauty Valley Technology Co.Ltd(000615) ) with the defendant and Jiangsu Jiujiu Technology Co., Ltd. on behalf of all bondholders as the pledgee, and handled the equity pledge registration, The agreement stipulates that the pledge is 87.24% equity of Jiangsu Jiujiu Technology Co., Ltd. (corresponding to the paid in capital contribution of 436.2 million yuan) held by the issuer, and the guarantee scope includes principal, interest, liquidated damages, compensation, expenses for realizing creditor’s rights (including legal fees, lawyer’s fees, etc.) and other reasonable expenses for realizing creditor’s rights.
However, as of December 31, 2020, the defendant has not fulfilled its promise to pay the plaintiff not less than 50% of the principal of the bonds and the corresponding interest. Its behavior has constituted a material breach of contract and triggered the accelerated maturity clause of the bonds. (II) judgment of this lawsuit
Shenzhen intermediate people’s Court of Guangdong Province held that the plaintiff Jinyuan securities’s application was partially established, and the court gave partial support. In accordance with paragraph 1 of article 509, 584, 674, 675 and 676 of the civil code of the people’s Republic of China, Article 67 of the Civil Procedure Law of the people’s Republic of China and paragraph 3 of Article 1 of the provisions of the Supreme People’s Court on the application of the time effect of the civil code of the people’s Republic of China, the judgment is as follows:
1. The defendant Yanan Bicon Pharmaceutical Listed Company(002411) shall pay the plaintiff Jinyuan Securities Co., Ltd. the bond principal of 100000000 yuan, the interest of 7500000 yuan and the overdue interest (the overdue interest is based on the sum of the principal and interest of 107500000 yuan, according to the one-year loan market quotation interest rate LPR standard published by the national interbank lending center, from January 7, 2021 to the date of actual payment);
2. The defendant Yanan Bicon Pharmaceutical Listed Company(002411) shall pay the plaintiff Jinyuan Securities Co., Ltd. 51000 yuan of lawyer’s fee within 10 days from the effective date of this judgment;
3. For the debts of the defendant Yanan Bicon Pharmaceutical Listed Company(002411) determined by the plaintiff Jinyuan Securities Co., Ltd. in Items 1 and 2 of this judgment, the proceeds from the disposal of the defendant Yanan Bicon Pharmaceutical Listed Company(002411) holding 87.24% of the equity of Jiangsu jiujiujiu Technology Co., Ltd. shall be paid within the scope of the equity disposal payment according to the proportion of the bonds held (one seventh), and the insufficient part shall be paid off by the defendant Yanan Bicon Pharmaceutical Listed Company(002411) continuously; 4. Reject other claims of the plaintiff Jinyuan Securities Co., Ltd.
If the obligation to pay money is not fulfilled within the period specified in this judgment, the debt interest during the period of delayed performance shall be doubled in accordance with Article 260 of the Civil Procedure Law of the people’s Republic of China.
The total cost of accepting the case is RMB 18647 yuan, which shall be borne by the defendant. The defendant Yanan Bicon Pharmaceutical Listed Company(002411) shall pay the plaintiff Jinyuan Securities Co., Ltd. directly within 10 days from the effective date of this judgment.
If you are not satisfied with this judgment, you can submit a petition of appeal to this court within 15 days from the date of service of the judgment, submit copies according to the number of opposite parties, and appeal to the higher people’s Court of Guangdong Province.
2、 Civil petition
1. Litigants
Appellant: Jinyuan Securities Co., Ltd
Appellee: Yanan Bicon Pharmaceutical Listed Company(002411)
2. Appeal request
(1) Revoke the judgment on the calculation standard of overdue interest in Item 1 of civil judgment (2021) Yue 03 min Chu No. 2922, and change the judgment that the overdue interest shall be calculated from January 7, 2021 to the date of actual repayment based on the sum of principal and interest of 107500000 yuan and the annual interest rate of 11.25%;
(2) Revoke the fourth judgment of civil judgment (2021) Yue 03 min Chu No. 2922, and change the third judgment to be that the appellant’s proceeds from the disposal of the 87.24% equity of Jiangsu Jiujiu Technology Co., Ltd. held by the appellee Bikang company and the fruits during the mortgage period shall be paid preferentially within the amount of creditor’s rights according to the proportion of bonds held (one seventh), and the insufficient part shall be paid off by the appellee Bikang company;
(3) All litigation costs in this case shall be borne by the appellee.
3. Facts and reasons
(1) The essence of the bonds involved in the appellee’s case is financing loan. The lender involved in this case is a bank, so the legal provisions on financial loan should be applied to calculate the overdue interest. The judgment on overdue interest in the original trial was wrong.
(2) The pledge guarantee agreement stipulates that the appellant has the priority to be compensated for the pledged property. The original judgment holds that the appellant’s claim on the priority to be compensated for the pledge lacks basis, which is wrong.
3、 Civil judgment (2021) Yue 03 min Chu No. 2923
(I) basic information of the proceedings
1. Litigants
Plaintiff: Jianghai Securities Co., Ltd
Defendant: Yanan Bicon Pharmaceutical Listed Company(002411)
2. Claim
(1) Confirm that the “18 Bikang 01” bond will expire in advance on January 6, 2021, and the defendant will immediately pay the plaintiff the principal of the bond of RMB 300 million and the interest calculated at the coupon rate of 7.5% from April 26, 2020 to January 6, 2021 (excluding) The expected interest loss calculated at the coupon rate of 7.5% from January 6, 2021 to April 26, 2021 (excluding) and the liquidated damages for overdue payment calculated at the annual rate of 11.25% from January 7, 2021 to the date of full repayment of the above debts (the above interest, expected interest loss and liquidated damages are temporarily calculated to be about 26528086 yuan from the date of prosecution);
(2) Confirm that the plaintiff enjoys the pledge right of 87.24% of the equity and fruits of Jiangsu Jiujiu Technology Co., Ltd. held by the defendant, and has the priority right to be repaid according to the bond holding proportion (300 million yuan / 700 million yuan) for the price of its discount, auction and sale;
(3) The defendant paid the plaintiff a lawyer’s fee of 510000 yuan;
(4) The litigation costs of this case shall be borne by the defendant.
3. Facts and reasons
On July 11, 2019, as the asset manager of “Jianghai Securities – Bank of Jiangxi Co., Ltd. – Jianghai securities Yinhai No. 932 single asset management plan”, the plaintiff invested in and held 3 million “18 Bikang 01” bonds issued by Jiangsu Bikang Pharmaceutical Co., Ltd. (the name was changed to Yanan Bicon Pharmaceutical Listed Company(002411) ) on October 17, 2018, with a face value of 300 million yuan. The name of the bond is “2018 non-public issuance of corporate bonds by Jiangsu Bikang Pharmaceutical Co., Ltd. (phase I)”, the bond is referred to as “18 Bikang 01” for short, and the bond code is “114335”. The prospectus stipulates that the bond issuance scale is 700 million yuan, the issuance interest rate is 7.5%, the nominal amount is 100 yuan, and the issuance period is 3 years (2 + 1); The interest of the bonds shall be calculated from the first day of issuance, and the value date is April 26, 2018. The amount of interest paid to the investors on the interest payment date of each year is the product of the total face value of the bonds held by the investors as of the closing of the interest registration date and the corresponding face interest rate, The amount of principal and interest paid by the investor on the cashing date is the last interest of the current bond held by the investor as of the closing of the cashing registration date and the principal of the total face value of the bond held by the investor; The credit enhancement measures are: Mr. Li zongsong, the actual controller of the company, provides unconditional and irrevocable joint and several liability guarantee for the bonds. The guarantee period is from the duration of the bonds to two years after the maturity date of the bonds. The guarantee scope includes the principal and interest of the bonds, liquidated damages, damages, expenses for realizing creditor’s rights and other reasonable expenses payable. When the amount, interest rate, term, principal and interest repayment method of the bonds are changed, Without the consent of the guarantor; The issuer’s breach of contract includes: 1. Failure to pay the principal payable when the bonds are due, accelerated repayment or resale (if applicable), and such breach continues for more than 30 days; 2. Failure to pay current debt
