Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2022-015 Guangdong Mingzhu Group Co.Ltd(600382)
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.
1、 Occupation of non operating funds by the actual controller of the company and its related parties
After self inspection by Guangdong Mingzhu Group Co.Ltd(600382) (including subsidiaries of the company, hereinafter referred to as “the company” and “listed company”), controlling shareholders and persons acting in concert, actual controllers and companies controlled by them, It is found that the enterprise Guangdong Mingzhu health preservation Mountain City Co., Ltd. (hereinafter referred to as “health preservation mountain city company”) controlled by the actual controller Zhang Jianli and its related parties occupy the company’s funds for non-profit. According to the special verification report on the fund occupation of Guangdong Mingzhu Group Co.Ltd(600382) actual controller and its related parties (Lian Da Zhi Zi [2021] No. 2224) (hereinafter referred to as the “fund occupation verification report”) issued by Lianda Certified Public Accountants (special general partnership) (hereinafter referred to as “Lianda”), as of September 30, 2021, The actual controller and its related parties directly occupy the total principal and interest of the listed company through primary land development and five real estate investment projects, with a total principal and interest of 1397477103.60 yuan; Through the company’s investment in Guangdong Dading Mining Co., Ltd. (hereinafter referred to as “Dading mining”) and Guangdong Mingzhu Group Shenzhen Investment Co., Ltd. (hereinafter referred to as “Mingzhu Shenzhen Investment”), the fund occupation balance of related parties is 488837149.54 yuan, and the total fund occupation balance above is 1886314253.14 yuan.
2、 Progress in the settlement of non operating fund occupation by the actual controller of the company and its related parties
(I) the funds directly occupied have been repaid
1. Repayment by cash
Zhang Jianli, the actual controller, repaid 45 million yuan (see announcement: pro 2021-072) and 69702917.70 yuan (see announcement: pro 2022-009) in cash on October 14, 2021 and December 31, 2021 respectively. The total amount of the two cash repayments was 114702917.70 yuan.
2. Repayment through repayment of debts with assets
(1) On December 7, 2021, Dading mining signed the operating asset transfer agreement with Guangdong Mingzhu Group Mining Co., Ltd. (hereinafter referred to as “Mingzhu mining”), a wholly-owned subsidiary of the company, which agreed that the operating asset package of Dading mining would be transferred to Mingzhu mining at RMB 1601465900.00.
Shenzhen zhongyifu Industrial Development Co., Ltd. (hereinafter referred to as “Shenzhen zhongyifu”) and the company controlled by Zhang Jianli hold 80.1% and 19.9% shares of Dading mining respectively. After the asset purchase transaction is completed, Dading mining plans to distribute profits of 1601465900.00 yuan according to the transaction price of the purchased assets The company is entitled to this dividend according to the shareholding ratio, and the corresponding amounts are 1282774185.90 yuan and 318691714.10 yuan.
On December 7, 2021, the company, Mingzhu mining, Dading mining, Zhang Jianli and their related parties signed the tripartite creditor’s rights and debts offset agreement. All parties agreed that by offsetting the creditor’s rights and debts between the three parties by an equal amount of 1282774185.90 yuan, the amount of funds occupied by the actual controller and its related parties of the listed company was 1282774185.90 yuan.
The aforesaid transaction is a major asset reorganization of the company and has been deliberated and approved at the second extraordinary general meeting of shareholders in 2021.
(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.
(3) On December 31, 2021, Dading mining held a shareholders’ meeting to review and approve the profit distribution plan, and distributed dividends of 1601465900.00 yuan to all its shareholders, including 1282774185.90 yuan distributed by Shenzhen zhongyifu and 318691714.10 yuan distributed by the company. According to the tripartite credit and debt offset agreement, the actual controller of the company used the dividend of 1282774185.90 yuan enjoyed by Shenzhen zhongyifu to offset the creditor’s rights of Dading mining to the company. As of December 31, 2021, the company had completed relevant accounting treatment. According to this, the actual controller Zhang Jianli and his related parties completed the occupation of 1282774185.90 yuan.
(4) On December 31, 2021, the company received the payment of 69702917.70 yuan returned by shengyangshan city company to the company it occupied.
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%）。
(2) In order to solve other receivables of related parties of Pearl commerce and trade, shengshengshancheng company plans to transfer 92.22% equity of Guangdong Pearl Pearl wine industry Co., Ltd. (hereinafter referred to as “Pearl wine industry”) to Pearl commerce and trade at its initial investment cost of 1456036000.00 yuan, It is used to offset the amount of 1456036000.00 yuan owed by shengshengshancheng company and its affiliates to Mingzhu commerce and trade. Mingzhu commerce and trade does not need to pay any money to shengshengshancheng company due to the Transferred Equity, so as to offset the occupation of this part of indirect funds. The premise for the implementation of this matter is that the company waives the preemptive right to transfer the equity of Pearl wine industry. Therefore, the company convened the board of directors on December 31, 2021 to review the proposal on abandoning the preemptive right to transfer the equity of Guangdong Pearl wine industry Co., Ltd. and related party transactions, and agreed to submit the proposal to the extraordinary general meeting of shareholders for deliberation. (see announcement: p.2022-003 for details)
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 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, 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, Mingzhu trading has completed relevant accounting treatment, which 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.
In conclusion, as of January 20, 2022, the balance of 488837149.54 yuan indirectly occupied by the actual controller Zhang Jianli and his related parties has been fully repaid.
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.
2. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), The company’s information shall be subject to the announcement published by the company in the above designated media. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Guangdong Mingzhu Group Co.Ltd(600382) board of directors
January 21, 2022
