Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2022-017 Guangdong Mingzhu Group Co.Ltd(600382)
Correction announcement on progress in solving problems related to fund occupation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”) disclosed the announcement on the progress of solving problems related to capital occupation (Announcement No.: P 2022-015) on the designated information disclosure media on January 21, 2022. Through self-examination, the company found that due to the incorrect operation of the announcement submitted by the staff, the contents of the original announcement were incorrect. Now the relevant contents are corrected as follows:
1、 Specific contents of corrections
Before correction:
“II. Progress in solving the non operating fund occupation of the actual controller of the company and its related parties (I) the directly occupied funds have been repaid
2. Repayment through repayment of debts with assets
(2) On December 31, 2021, the company, Mingzhu mining and Dading mining completed the delivery of relevant assets of Dading mining’s operating asset package in accordance with the operating asset transfer agreement and the tripartite creditor’s right and debt offset agreement, and confirmed the operating asset package of Dading mining put in by the company’s major asset restructuring, Except that the transfer of the mining license is in progress (subject to the approval of the provincial department in charge of Geology and mineral resources of Guangdong Province), the delivery of the main substantive operating assets involved in this placement transaction will be completed on December 31, 2021.
In conclusion, as of December 31, 2021, the principal and interest of 1397477103.60 Yuan directly occupied by the actual controller Zhang Jianli and his related parties have been fully repaid (see announcement: pro 2022-009 for details).
(II) implementation of solutions for indirect occupation of funds
1. Capital occupation of related parties in Dading mining
(1) According to the capital occupation verification report issued by Lianda, as of September 30, 2021, the balance of other receivables formed by the capital transactions between Dading mining and related parties such as yangshengshancheng company was 1358953500 yuan, and the company held 19.90% equity of Dading mining, Therefore, the actual controller Zhang Jianli and his related parties indirectly formed the amount of funds occupied by related parties through the company’s investment in Dading mining, which was 270431749.54 yuan (1358953500 yuan) × 19.90%）。
(2) From November 30 to December 2, 2021, shengyangshancheng company returned a total of 159 million yuan in cash to Dading mining, which offset the indirect capital occupation of 31.641 million yuan by the actual controller and its related parties.
On December 6, 2021, Dading mining held a shareholders’ meeting to consider and approve the profit distribution plan and distributed dividends of 14982000.00 yuan to all its shareholders, including 1200058200.00 yuan distributed by Shenzhen zhongyifu and 298141800.00 yuan distributed by the company. The amount in the reply to the inquiry letter is 298115800 yuan. The actual controller of the company used the dividend of 1200058200.00 yuan enjoyed by Shenzhen zhongyifu to offset the current arrears of 1200058200.00 yuan of shengshengshancheng company to Dading mining, so as to offset the indirect capital occupation of 238811581.80 yuan by the actual controller and its related parties.
In conclusion, the indirect occupation of 270431749.54 yuan formed by the actual controller Zhang Jianli and his related parties through the company’s investment in Dading mining has been repaid in the form of monetary capital repayment and red money receivable offset.
As of the disclosure date of this announcement, the company has not received the dividend of 298141800.00 yuan from Dading mining, which is expected to be received on February 7, 2022.
2. Funds occupied by related parties of Pearl Shenzhen Investment
(1) According to the capital occupation verification report issued by Lianda, as of September 30, 2021, the balance of other receivables formed by Mingzhu Shenzhen investment due to the capital transactions between its wholly-owned subsidiary Xingning Mingzhu Trading Co., Ltd. (hereinafter referred to as “Mingzhu trading”) and related parties such as yangshengshancheng company was 1456036000 yuan, and the company directly held 15.00% equity of Mingzhu Shenzhen investment, Therefore, the actual controller Zhang Jianli and his related parties indirectly formed the funds occupied by related parties through the company’s investment in pearl deep investment, which was 218405400.00 yuan (1456036000 yuan) × 15.00%）。
On January 17, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to consider the proposal on abandoning the preemptive right of equity transfer and related party transactions of the participating company Guangdong Pearl Pearl wine industry Co., Ltd., but according to the final voting results, the proposal failed to be considered and passed (see announcement: pro 2022-011 for details). According to the resolution of the general meeting of shareholders, the company replied to the company on January 17, 2022, requesting to exercise the preemptive right of transfer, but the payment conditions are as follows: the equity transfer payment will be paid in two installments within 2022, the first payment will be paid within 30 days after the signing of the above transfer agreement, and the balance of 1019225200.00 will be paid before December 31, 2022.
On January 18, 2022, the company replied that the payment conditions proposed by the company could not meet the “same payment conditions” for exercising the right of preemption, and it was deemed that the company had waived the right of preemption. Therefore, the company was forced to give Mingzhu commerce and trade to offset the arrears of 1456036000.00 yuan that should be repaid by shengshengshancheng company and its affiliates. Mingzhu commerce and trade did not need to pay any money to shengshengshancheng company due to the transfer of equity. Both parties signed the equity transfer agreement.
(3) On January 20, 2022, pearl wine industry completed the registration procedures for the change of shareholders, and the shareholders of Pearl wine industry were changed to Pearl commerce and trade (holding proportion 92.22%) and the company (holding proportion 7.78%). As of January 20, 2022, pearl commerce and trade has completed relevant accounting treatment, so as to offset the indirect capital occupation of 218405400.00 yuan formed by the actual controller and its related parties through the company’s investment in pearl deep investment. 3、 Risk tips
1. As of the disclosure date of this announcement, the company has not received the dividend of 298141800.00 yuan from Dading mining. If Dading mining fails to pay the dividend to the company in time, the problem of indirect capital occupation by the actual controller and its related parties cannot be completely solved.
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After correction:
“II. Progress in solving the non operating fund occupation of the actual controller of the company and its related parties (I) the directly occupied funds have been repaid
2. Repayment through repayment of debts with assets
(2) As of December 31, 2021, the company, Mingzhu mining and Dading mining have completed the delivery of relevant assets of Dading mining’s operational asset package (the delivery audit base date is December 30, 2021) in accordance with the operating asset transfer agreement and the tripartite creditor’s right and debt offset agreement, and confirmed the operational asset package of Dading mining put in by the company’s major asset restructuring, Except that the transfer of the mining license is being handled (subject to the approval of the provincial department in charge of Geology and mineral resources of Guangdong Province), the delivery of the main substantive operating assets involved in this placement transaction has been completed. In conclusion, as of December 31, 2021, the principal and interest of 1397477103.60 Yuan directly occupied by the actual controller Zhang Jianli and his related parties have been fully repaid.
(II) implementation of solutions for indirect occupation of funds
1. Capital occupation of related parties in Dading mining
(1) According to the capital occupation verification report issued by Lianda, as of September 30, 2021, the balance of other receivables formed by the capital transactions between Dading mining and related parties such as yangshengshancheng company was 1358953515.27 yuan, and the company held 19.90% equity of Dading mining, Therefore, the actual controller Zhang Jianli and his related parties indirectly formed the amount of funds occupied by related parties through the company’s investment in Dading mining, which was 270431749.54 yuan (1358953515.27 yuan) × 19.90%）。
(2) From November 30 to December 2, 2021, shengyangshancheng company returned 159000000.00 yuan of cash to Dading mining, which offset 31641000.00 yuan of indirect funds occupied by the actual controller and its related parties.
On December 6, 2021, Dading mining held a shareholders’ meeting to review and approve the profit distribution plan and distributed dividends of 14982000.00 yuan to all its shareholders, including 1200058200.00 yuan distributed by Shenzhen zhongyifu and 298141800.00 yuan distributed by the company. The actual controller of the company used the dividend of 1200058200.00 yuan enjoyed by Shenzhen zhongyifu to offset the current arrears of 1199953515.29 yuan of shengshengshancheng company to Dading mining, which offset the indirect capital occupation of 238790749.54 yuan by the actual controller and its related parties.
In conclusion, the indirect occupation of 270431749.54 yuan formed by the actual controller Zhang Jianli and his related parties through the company’s investment in Dading mining has been repaid in the form of monetary capital repayment and red money receivable offset. Dading mining will pay a dividend of RMB 298141800.00 to the company before February 5, 2022 (if the transfer cannot be completed in case of holidays, it will be postponed to February 7, 2022).
2. Funds occupied by related parties of Pearl Shenzhen Investment
(1) According to the capital occupation verification report issued by Lianda, as of September 30, 2021, the balance of other receivables formed by Mingzhu Shenzhen investment due to the capital transactions between its wholly-owned subsidiary Xingning Mingzhu Trading Co., Ltd. (hereinafter referred to as “Mingzhu trading”) and related parties such as shengshengshancheng company was 1456036000.00 yuan, and the company directly held 15.00% equity of Mingzhu Shenzhen investment, Therefore, the actual controller Zhang Jianli and his related parties indirectly formed the amount of funds occupied by related parties through the company’s investment in Pearl Shenzhen investment is 218405400.00 yuan (1456036000.00 yuan) × 15.00%）。
On January 17, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to consider the proposal on abandoning the preemptive right of equity transfer and related party transactions of the participating company Guangdong Pearl Pearl wine industry Co., Ltd., but according to the final voting results, the proposal failed to be considered and passed. According to the resolution of the general meeting of shareholders, the company replied to the company on January 17, 2022, requesting to exercise the preemptive right of transfer. The payment conditions are as follows: the equity transfer payment will be paid in two installments within 2022, the first payment will be paid within 30 days after the signing of the above transfer agreement, and the balance of 1019225200.00 will be paid before December 31, 2022.
On January 18, 2022, the company replied to the company that the payment conditions proposed by the company could not meet the “equal payment conditions” of the preconditions for exercising the right of first refusal, which was deemed as the company’s waiver of the right of first refusal, and the company had the right to transfer its equity in Pearl wine industry to Mingzhu commerce and trade. Therefore, the company is unable to exercise the preemptive right under the actual situation. On the same day, the shareholders’ meeting of Shengsheng mountain city company held a meeting and agreed to transfer 92.22% of its equity in Pearl wine industry to Mingzhu commerce and trade at its initial investment cost of 1456036000.00 yuan to offset the arrears of 1456036000.00 yuan that Shengsheng mountain city company and its related parties should repay Mingzhu commerce and trade. Mingzhu commerce and trade does not need to pay any money to Shengsheng mountain city company due to the Transferred Equity, Both parties signed the equity transfer agreement.
(3) On January 20, 2022, the shareholders’ meeting of Pearl wine industry held a meeting and agreed that the shareholder health mountain city company would transfer its 92.22% equity of Pearl wine industry to Pearl commerce and trade at the price of RMB 1456036000.00. On the same day, pearl wine industry completed the registration procedures for the change of shareholders, and the shareholders of Pearl wine industry were changed to Pearl commerce and trade (92.22%) and the company (7.78%). As of January 20, 2022, Mingzhu commerce and trade has completed relevant accounting treatment, so as to offset the indirect capital occupation of 218405400.00 yuan formed by the actual controller and its related parties through the company’s investment in Mingzhu deep investment.
3、 Risk tips
1. If Dading mining fails to pay the dividend of 298141800.00 yuan to the company in time, the actual controller and its related parties will form a new indirect capital occupation. “
2、 Other relevant instructions
In addition to the above corrections, other contents of the announcement on the progress of solving problems related to fund occupation (Announcement No.: p.2022-015) remain unchanged. For the corrected full text, see the announcement on the progress of solving problems related to fund occupation > corrected full text disclosed on the same day. The Company Apologizes for the inconvenience caused to investors by the above corrections.
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