Securities code: Guanfu Holdings Co.Ltd(002102) securities abbreviation: St Guanfu Announcement No.: 2022050 Guanfu Holdings Co.Ltd(002102)
Announcement on the progress of (2019) Jing 0105 min Chu No. 29709 case
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.
Guanfu Holdings Co.Ltd(002102) (hereinafter referred to as “the company” and “Guanfu Co., Ltd.”) received the business letter on case (2019) Jing 0105 minchu No. 29709 issued by Fujian Guanfu Industry Co., Ltd. (hereinafter referred to as “Guanfu industry”), an enterprise controlled by the original controlling shareholder, on May 20, 2022. The relevant information is hereby announced as follows:
1、 Basic information of this case and information disclosure in the early stage
In August 2017, the former controlling shareholder of the company signed the loan and guarantee agreement with Zhongan financing (Shenzhen) commercial factoring Co., Ltd. (hereinafter referred to as “Zhongan financing”) in the name of the company without fulfilling the internal approval and decision-making procedures of the company and concealing the company’s board of directors. It was agreed that Zhongan financing provided a loan of RMB 5000000000 to Guanfu Co., Ltd., the loan term was 12 months, and the loan interest rate was 12.00% per annum, The loan shall be paid in one time or in installments to the bank account designated by the original controlling shareholder. Lin Wenchang, Lin Wenhong and Lin Wenzhi provided joint and several liability guarantee for the above loans. After the signing of the loan contract, Zhongan financing fund will issue a loan of RMB 5000000000 to the bank account designated by the original controlling shareholder in accordance with the contract. At the expiration of the loan term, because Guanfu shares failed to fulfill the repayment obligation, and the guarantors Lin Wenchang, Lin Wenzhi and Lin Wenhong also failed to fulfill the guarantee obligation, Zhong’an financing fund filed a lawsuit with the Chaoyang District Court. After accepting the case, the Chaoyang District Court held a public hearing in accordance with the law. Later, because Zhongan Rongjin did not pay the case acceptance fee, the court made a ruling that the plaintiff withdrew the prosecution.
The specific contents of the above cases are detailed in the announcement on receiving (2019) Jing 0105 min Chu No. 29709 case summons and legal documents (Announcement No.: 2019135) issued by the company on May 18, 2019.
2、 Progress of this case
According to the business letter issued by Guanfu industry, the former controlling shareholder and Zhong’an Rongjin have settled all the debts of this case with goods through friendly negotiation. Therefore, the company does not need to bear any legal liability for this case.
3、 Are there any other undisclosed litigation and arbitration matters
As of the disclosure date of this announcement, the company and its holding subsidiaries have no other major litigation and arbitration matters that should be disclosed but not disclosed, except for the litigation and arbitration that have been disclosed and disclosed this time. However, the original controlling shareholder of the company has issued commercial acceptance bills, external guarantees, external loans and other violations in the name of the company and its holding subsidiary Shanghai five days, and the private debt project guaranteed by the company for the affiliated enterprise Fujian Tongfu Industry Co., Ltd. (hereinafter referred to as “Tongfu industry”) has not been cashed when due. It is unknown whether there are other litigation and arbitration matters.
4、 Possible impact of the signing of the settlement agreement on the company’s current profit or future profit
Based on the principle of prudence in accounting treatment, the company has accrued bad debt losses or estimated liabilities for the violations of the original controlling shareholder and the private debt project guaranteed by Tongfu industry in 2018. In view of the fact that the original controlling shareholder has repaid all the debts of this case and completed the implementation, the company will offset the over accrued Estimated Liabilities / bad debt reserves in the current period, which is expected to increase the profit of the company by 882816 million yuan, The specific data shall be subject to those confirmed by the audit institution.
For the disputes and lawsuits caused by the violation of the original controlling shareholder of the company, after reaching a settlement with relevant creditors, the company will offset the estimated liabilities / bad debt reserves accrued in the early stage. The impact on the current profit is only the accounting adjustment for the estimated liabilities / bad debt reserves, which is not operating profit, unsustainable, and will not increase the cash flow of the company. 5、 Risk tips
1. The original controlling shareholder of the company issued commercial acceptance bills, external guarantees, external loans and other violations in the name of the company and its holding subsidiary Shanghai five days, which has triggered relevant disputes and litigation since October 2018. At present, the litigation case has basically entered into force. According to the relevant judgment or ruling on the responsibility of the company, the company has sharply increased huge debts. In order to resolve the illegal problems of the original controlling shareholder, the company tries to find various solutions. If the relevant settlement agreement is not effectively implemented, there is a risk that the relevant creditors will resume the implementation according to the judgment / arbitration ruling.
For details of the violations of the original controlling shareholder, see the announcement on the reply to the letter of concern of Shenzhen Stock Exchange (Announcement No.: 2018140) and other announcements issued by the company on the designated information disclosure media on October 12, 2018. 2. The company’s 2015 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2016 approved the company’s joint and several liability guarantee for the issuance of private placement bonds of no more than 600 million yuan by Tongfu industry. Up to now, relevant creditors have sued the company for overdue payment of bond products issued by Tongfu industry through relevant platforms. In view of the debt crisis of the former controlling shareholder of the company, in order to properly solve the disputes with investors and actively resolve social contradictions, the company held friendly consultations with the creditors verified to be within the scope of private placement bonds issued by Tongfu industry, reached a settlement with some creditors and other relevant parties, and the company paid the overdue bond products on behalf of Tongfu industry according to the settlement agreement.
3. The violation of the original controlling shareholder of the company has actually caused losses to the company. The board of directors of the company has actively taken relevant countermeasures and initiated legal procedures such as recovery from the original controlling shareholder and its related parties. At present, the company has frozen some shares of the company held by the original controlling shareholder and applied to the court for a payment order. In view of the debt crisis of the former controlling shareholder of the company, the company will try its best to protect the interests of the company and investors.
4. The information disclosure media designated by the company are China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, the relevant information of the company shall be subject to the announcement published in the above designated information disclosure media. Please pay attention to the relevant announcements of the company, make rational investment and pay attention to investment risks.
6、 Documents for future reference
Business letter issued by Fujian Guanfu Industrial Co., Ltd.
It is hereby announced.
Guanfu Holdings Co.Ltd(002102)
Board of directors
May 23, 2002
