Securities Code: 002147
Securities Abbreviation: *ST Xinguang
Announcement Number: 2022-054
Xinguang Yuancheng Co., Ltd. (hereinafter referred to as "the Company" or "Xinguang Yuancheng") and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
On April 12, 2022, the Company received the "Inquiry Letter Regarding Xinguang Yuancheng Co., Ltd." (Company Department Inquiry Letter [2022] No. 201) issued by the Shenzhen Stock Exchange. The Board of Directors attaches great importance to this matter and actively organized verification work. The relevant matters are reported as follows:
Previously, your company signed a "Settlement Agreement" with Fengsheng Holdings Limited (hereinafter referred to as Fengsheng Holdings), Five Seasons XVI Limited, and Jiangsu Yide Group Co., Ltd. (hereinafter referred to as Jiangsu Yide), stipulating that the methods for your company to recover the 1 billion yuan earnest money include receiving 64 million yuan in cash, acquiring 30% equity of Jiangsu Xinjiao Industrial Investment Co., Ltd. (hereinafter referred to as Jiangsu Xinjiao), and accepting the pledge of 84 million shares of Nanjing New City Development Co., Ltd. (hereinafter referred to as Nanjing New City) held by Jiangsu Yide. As of now, the arrangements in the aforementioned "Settlement Agreement" have all expired.
On April 12, 2022, your company disclosed the "Announcement on Signing the Four-Party Agreement for Debt Transfer" and the "Announcement on Signing the Supplementary Agreement to the Settlement Agreement" (hereinafter collectively referred to as "the Announcement"). Your company and subsidiaries Zhejiang Wanxia Real Estate Development Co., Ltd. (hereinafter referred to as Wanxia Real Estate), Nanjing Sumin Jinfan Enterprise Management Co., Ltd. (hereinafter referred to as Sumin Jinfan), Jiangsu 1912 Cultural Industry Development Co., Ltd. (hereinafter referred to as Jiangsu 1912), Jiangsu Xinjiao, Fengsheng Holdings, and others signed five agreements including the "Four-Party Agreement for Debt Transfer" to resolve the return of Jiangsu Xinjiao's 30% equity. Your company signed a "Supplementary Agreement" with Nanjing Dongtai Commercial Asset Management Co., Ltd. (hereinafter referred to as Nanjing Dongtai) and Fengsheng Holdings, whereby Nanjing Dongtai provides four commercial properties as alternative collateral for the pledge of 10 million shares of Nanjing New City, with a guarantee limit of 40 million yuan.
Our department expresses concern regarding the relevant situation and requests your company to verify and explain the following issues:
Issue 1: The Announcement shows that Jiangsu 1912, the shareholder holding 30% equity of Jiangsu Xinjiao, will transfer the receivable of 30 million yuan equity transfer payment owed by Wanxia Real Estate and the cumulative undistributed profits of 142,328,408.67 yuan (paid by Wanxia Real Estate) to Sumin Jinfan, who will pay it in installments without interest within three years. Sumin Jinfan, as the controlling shareholder of Jiangsu Yide, will use the aforementioned receivable from Wanxia Real Estate to offset the debt owed to Fengsheng Holdings' related party, Nanjing Fengsheng Dazhu Technology Co., Ltd. (hereinafter referred to as Nanjing Fengsheng), while your company offsets the aforementioned debt with the earnest money receivable from Fengsheng Holdings. After the effectiveness of the aforementioned agreement, your company's receivable from Fengsheng Holdings will decrease by 172,328,408.67 yuan. Your company is unable to verify the authenticity of the debts and credits of the relevant parties, and Sumin Jinfan is in a state of insolvency. Please verify and explain to the relevant parties: