Securities code: 000587 securities abbreviation: * ST Jinzhou Announcement No.: 2022-009 Jinzhou Cihang Group Co.Ltd(000587)
Reply announcement on the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Jinzhou Cihang Group Co.Ltd(000587) (hereinafter referred to as “the company”) has recently received the letter of concern about Jinzhou Cihang Group Co.Ltd(000587) issued by Shenzhen Stock Exchange (company department concern letter [2022] No. 7). As of the reply date, the company has not received the written confirmation from the annual audit accountant and independent director. This reply is only a periodic reply, and the subsequent company will, according to the received written confirmation, Further fulfill the obligation of information disclosure. The reply is as follows:
1. According to the announcement, the source of the creditor’s rights of 1.331 billion yuan in total obtained by Zhongrun boguan is the transferee of 370 million yuan of all the principal and interest under the “17 Jinzhou bonds” enjoyed by Datong Securities Co., Ltd. to your company, and 406 million yuan of all the rights and interests under the contract No. zad1-20171212-002 held by Anhui Zhong’an Financial Asset Management Co., Ltd, And the transferee of 555 million yuan of equity held by Beijing Shoutuo Rongsheng Investment Co., Ltd. Meanwhile, Fenghui leasing obtains the creditor’s rights by acquiring 79 million yuan of principal and interest under the “17 Jinzhou bonds” enjoyed by Guoyuan Securities Company Limited(000728) to your company. Please your company:
(1) Explain the reasons and rationality of the exemption of the creditor’s rights after China Resources boguan and Fenghui leasing obtain the creditor’s rights of the above related parties, and whether the transfer and exemption of relevant creditor’s rights have commercial substance;
Company reply:
According to the description in the debt exemption notice letter of Zhongrun boguan and Fenghui leasing (hereinafter referred to as the exempt), the reason for the exemption is that “in order to support your development, reduce your debt pressure, improve the asset situation and enhance your sustainable operation ability, our company voluntarily exempts your company from relevant debts to us with the legal authorization and consent of the authority.”
This debt waiver has improved the overall financial structure of the company, and the debt transfer and exemption have commercial essence. (2) Explain the reasons for the formation of the above-mentioned creditor’s rights, the entry time and amount, as well as the disclosure of your company in the regular reports or temporary announcements over the years.
Company reply:
1. According to the creditor’s rights transfer agreement, Datong Securities Co., Ltd. holds “17 Jinzhou 01” bonds with a face value of 260 million yuan, a value date of April 5, 2017 and a coupon rate of 6.9% (overdue + 50%) a year.
Entry date of the company: April 13, 2017; As of December 31, 2021, the company’s principal payable to Datong securities was 260 million yuan, interest was 68.574 million yuan and default interest was 41.863 million yuan, totaling 370.437 million yuan; Since the 2018 periodic report, the company has disclosed the balance of corporate bonds of RMB 517 million in the body of the periodic report “basic information of corporate bonds” (the bonds subscribed by Datong securities are not disclosed separately).
2. According to the mediation agreement signed between Anhui Zhong’an Financial Asset Management Co., Ltd. (hereinafter referred to as “Zhong’an finance”) and Jinzhou Cihang and related parties, as of November 20, 2019, Jinzhou Cihang still owed RMB 335599378, restructuring compensation of RMB 34.855 million and liquidated damages of RMB 4.759 million, totaling RMB 375160300.
Entry date of the company: April 2, 2018; As of December 31, 2021, the company owed 258.605 million yuan to Zhong’an financial restructuring debt, 65.476 million yuan of liquidated damages and 81.496 million yuan of interest, totaling 405.577 million yuan; Since 2019, the company has disclosed it in “major litigation and arbitration matters” or “limited asset rights” in the body of the periodic report (Anhui Zhong’an Financial Asset Management Co., Ltd. v. the company, involving an amount of 428516800 yuan).
3. According to the civil judgment ((2019) Liao 07 min Chu No. 526) issued by the intermediate people’s Court of Jinzhou City, Liaoning Province, it is decided that Jinzhou Cihang shall pay the plaintiff Jinzhou Bank Co., Ltd. Beijing Guomao sub branch the advance principal of RMB 346100800 and interest within 10 days from the effective date of this judgment.
On September 8, 2020, Jinzhou bank transferred the above creditor’s rights to Beijing Chengfang Huida Enterprise Management Co., Ltd., an affiliate of Jinzhou bank. According to China Greatwall Technology Group Co.Ltd(000066) Asset Management Co., Ltd. Heilongjiang Branch (hereinafter referred to as Great Wall Asset Heilongjiang) announcement on bidding disposal of creditor’s rights assets of Jinzhou Cihang by Great Wall Asset Heilongjiang (No.: 20211220-01) on December 20, 2021, it is entrusted by Beijing Chengfang Huida Enterprise Management Co., Ltd. and its parent company Huida asset custody Co., Ltd, On Taobao bidding network platform（ http://zc-paimai.taobao.com. ）The total amount of the creditor’s rights of the listed auction company (confirmed by the civil ruling (2020) Yue 03 Po No. 503 of Shenzhen intermediate people’s Court of Guangdong Province, the subject matter is the principal of the creditor’s rights of 346.1008 million yuan, interest, litigation fees and other expenses) is 414.4414 million yuan (calculated until July 21, 2020).
Entry time of the company: May 7, 2018, May 10, 2018, August 8, 2018; As of December 31, 2021, the company’s principal payable to Jinzhou bank was 346.1 million yuan and default interest was 209.35 million yuan, totaling 555.45 million yuan; Since the 2019 periodic report, the company has disclosed it in “major litigation and arbitration matters” in the body of the periodic report (Jinzhou Bank Beijing International Trade sub branch sued the company, involving an amount of 347992600 yuan).
4. According to the award of Shenzhen International Arbitration Court (December 15, 2020) szgz No. 3313 (2019), Guoyuan Securities Company Limited(000728) Co., Ltd. holds “17 Jinzhou 01” bonds with a face value of RMB 60 million and a value date of April 5, 2017, and a coupon rate of 6.9% (overdue + 50%) a year.
Entry date of the company: April 13, 2017; As of December 31, 2021, the company’s payable Guoyuan Securities Company Limited(000728) principal was 60 million yuan, interest was 15.825 million yuan and default interest was 9.66 million yuan, totaling 85.485 million yuan; Since the 2018 periodic report, the company has disclosed it in the text of the periodic report “bonds payable” or “major litigation and arbitration matters” ( Guoyuan Securities Company Limited(000728) v. Fenghui Leasing Co., Ltd., involving an amount of 64.14 million yuan).
(3) According to the enterprise survey data, Zhongrun boguan was established in 2015, with only one shareholder and two staff and a registered capital of only 10 million yuan. Please explain the cost and capital source of the above-mentioned creditor’s rights transferred by China Resources boguan.
Company reply:
1. According to the creditor’s right transfer contract provided by Zhongrun boguan:
1) The transfer price of Zhongrun boguan’s obtaining the creditor’s rights of Datong Securities Co., Ltd. is 78 million yuan; 2) Zhongrun boguan obtained the transfer price of the creditor’s rights of Anhui Zhong’an Financial Asset Management Co., Ltd. was 10 million yuan and 53.3333 million shares of Jinzhou Cihang;
3) The transfer price of the creditor’s rights obtained by Zhongrun boguan from Beijing Guomao sub branch of Jinzhou Bank Co., Ltd. was 69.3392 million yuan;
2. The fund source of Zhongrun boguan is its external loan.
(4) Please verify the performance of internal approval procedures for the debt assignment and exemption of Zhongrun boguan and Fenghui leasing, whether they have been effectively and fully authorized before issuing the debt exemption notice, whether the relevant acts comply with the applicable laws, regulations and regulatory requirements, and clearly explain whether the above debt exemption is unilateral without any conditions Irrevocable and irrevocable exemption.
Company reply:
According to the shareholder’s decision of Xiamen Zhongrun boguan Asset Management Co., Ltd. and the shareholder’s decision of Fenghui Leasing Co., Ltd. provided by the exempt, combined with the description of “our company voluntarily releases your company’s relevant debts to our company with the consent of the authority legally authorized…” in the debt exemption notice letter of the exempt, the company believes that the above acts have been effective before they are issued It is fully authorized, complies with the laws, regulations and regulatory requirements applicable to debt exemption, and is a unilateral, unconditional, irrevocable and irrevocable exemption of the exempt person. (5) Whether Zhongrun boguan and Fenghui leasing have completely lost the right to claim the creditor’s rights of RMB 1.411 billion, whether there is litigation risk in the follow-up, and whether there are other agreements and arrangements or other obligations between your company, controlling shareholders, actual controllers, shareholders holding more than 5% and the parties exempted from debt.
Company reply:
According to the judgment of the company according to the debt exemption notice, the exempted person has completely lost the right to claim the creditor’s rights of RMB 1.411 billion, has not found any litigation risk, and has not found any other agreements or obligations with the controlling shareholder, actual controller, shareholders holding more than 5% and the parties exempted from the debt.
(6) Whether your company, controlling shareholders, actual controllers, shareholders holding more than 5% of the shares have any relationship with the debt exempt party, as well as other relationships such as capital, business and personnel exchanges, and whether there are other interest arrangements. The annual audit accountant shall check and give clear opinions.
Company reply:
As of the date of reply, the company, controlling shareholders, actual controllers, shareholders holding more than 5% of shares and debt exempt parties have no related relationship, capital, business, personnel exchanges and other relationships, and no other interest arrangements have been found.
Reply of annual auditor:
To be confirmed by written reply.
2. The announcement shows that the debt exemption date is December 31, 2021, and the company’s debt is expected to be reduced by 1.411 billion yuan. Please explain the relevant accounting treatment and treatment basis of this debt exemption, as well as the impact on your company’s financial situation in 2021. The annual audit accountant shall check and give clear opinions.
Company reply:
As of the date of reply, the company has not confirmed the accurate impact of the accounting treatment method of this exemption on the financial position. According to the relevant provisions of the accounting standards for business enterprises, the above debt exemption is expected to increase the company’s non operating income and / or capital reserve. At present, the company expects the relevant accounting treatment and treatment basis of this debt exemption, And the impact on the company’s financial situation in 2021 is as follows (there may be differences with the final audit data, and the specific accounting treatment and affected amount shall be subject to the results confirmed by the accountant after audit):
1. Considering the particularity of this debt exemption, according to the notice of the Ministry of Finance on doing a good job in the annual report of enterprises implementing accounting standards in 2008 (hereinafter referred to as caikuaihan No. 200860): if accepting the direct or indirect donation of the controlling shareholder or the subsidiary of the controlling shareholder, judging from the economic essence, it belongs to the capital investment of the controlling shareholder to the enterprise, it shall be regarded as an equity transaction, The accounting of relevant profits may be directly recorded into the capital reserve:
Debit: Loan payable: 1410687500 yuan
Loan: capital reserve: 1410687500 yuan
2. According to the provisions of financial accounting Letter No. 200860: donations and debt exemptions accepted by enterprises that meet the recognition conditions in accordance with the accounting standards shall generally be recognized as current income. The accounting treatment will be directly recorded in “non operating income”. Increase current profits.
Debit: related liability account: RMB 1410687500
Loan: non operating income of 1410687500 yuan
The company shall continue to demonstrate the specific measures to be taken and shall be recognized by the audit accountant. Therefore, the impact of this matter on the income statement of the current annual report is still uncertain.
Annual auditor’s reply:
To be confirmed by written reply.
3. As of September 30, 2021, the net assets of your company were -177 million yuan, and the operating revenue and net profit of your company from January to September 2021 were 94 million yuan and – 515 million yuan respectively. Please explain whether your company has avoided delisting risk through this debt exemption in combination with the reply to the above questions. Independent directors are requested to check and express clear opinions.
Company reply:
This debt waiver has improved the overall financial structure of the company, and there is no situation to avoid delisting risk through this debt waiver.
According to the notice on delisting risk of the company’s shares (No.: 2021-008) issued by the company on January 20, 2021, the company’s shares may be subject to delisting risk warning and delisting risk. Please invest carefully and pay attention to investment risks.
Reply of independent director:
To be confirmed by written reply.
4. Other matters that your company should explain.
Company reply:
No other matters need to be explained.
After obtaining the relevant written confirmation documents, the company will actively perform the obligation of information disclosure if there are matters that need to be explained.
The information disclosure media designated by the company are China Securities News, securities times, Shanghai Securities News and http://www.cn.info.com.cn, All information of the company is subject to the official announcement published in the above designated media. Please pay attention to the investment risks.
We hereby reply.
Jinzhou Cihang Group Co.Ltd(000587) January 21, 2022
