However, behind the successful restructuring is also a few happy, a few sad.. Most of the creditors rights have been paid off by means of equity conversion, but the 1.149 billion claims declared by Hengfeng bank have not been confirmed so far. The reporter of 21st century economic report learned that the banks investment was made through asset management plans and funds. Due to the newly issued minutes of the nine peoples meeting, the effectiveness of the guarantee of listed companies is still in doubt.
According to the reorganization plan and claims declaration form of * ST Tianyu bankruptcy case disclosed by the national enterprise bankruptcy and reorganization case information network, the administrator confirmed 103 claims with a confirmed amount of 3.871 billion yuan after the creditors rights review; there were 4 creditors rights deferred, with a total amount of 1.315 billion yuan, of which the creditors rights of Hengfeng Bank of 1.149 billion yuan were not confirmed.
Priority investment of 600 million yuan
*The relevant senior management of St Tianyu confirmed to the reporter of 21st century economic report that the creditors right of Hengfeng bank is the share of the investment of Shanghai Kaiyi Investment Center (limited partnership) participated by the bank as a priority partner. Among them, the principal is 600 million yuan, and the remaining 549 million yuan is liquidated damages.
According to the public information, on June 15, 2016, in order to invest in the priority partnership shares of Shanghai Kaiyi Investment Center (limited partnership) (Shanghai Kaiyi), Hengfeng bank, as the principal, and Shenzhen Ping An Dahua Huitong Wealth Management Co., Ltd. (Ping An Dahua) as the manager, signed the asset management contract for Ping An Huitong Huacheng No.5 special asset management plan to contribute capital Ping An Huitong Huacheng No.5 special asset management plan (Huacheng No.5) has been established. The investment scope is to invest in Shanghai Kaiyis priority limited partnership shares.
On June 16, 2016, Tianshen entertainment and Zhu ye, the then responsible person, issued a letter of commitment to priority partner Ping An Dahua (on behalf of Huacheng No.5), which stated that as a inferior partner of Shanghai Kaiyi, tomorrow God entertainment voluntarily promised that if the fund property was insufficient to pay the quarterly income and investment capital of the priority partner after 24 months from the date when any limited partner of the fund contributed in place In case of cash and expected return, Tianshen entertainment shall be liable to the priority partner in the following ways: purchase the fund shares of the priority partner or make up the difference of the total investment return of the priority partner. In the letter of commitment, Zhu Ye promised to undertake joint and several liability guarantee for the above obligations of Tianshen entertainment, and provided 100 shares of Tianshen entertainment held by him as pledge.
However, as a listed company, Tianshen entertainment did not hold a resolution of the general meeting of shareholders and did not disclose the contents of the above three commitment letters in a timely manner. It did not disclose until March 5, 2019 when replying to the concern letter of Shenzhen Stock Exchange. In fact, this practice is not uncommon, that is, the problem of hidden protection of listed companies, which is often said before.
Since then, due to the debt crisis of the listed company Tianshen entertainment broke out, it was unable to cash the fund income. On April 23, 2019, Hengfeng Bank received the status quo distribution letter of Huacheng No.5 asset management plan from Ping An Dahua Company. Ping An Dahua Company distributed the priority partnership shares of Huacheng No.5 asset management plan in Shanghai Kaiyi center, the commitment letter of Tianshen entertainment company and Zhu ye on priority shares, and the security interests of the Pledged Shares provided by Zhu ye to Hang Fung Bank.
In July 2019, Hengfeng bank sued Tianshen entertainment, a listed company, to the second central peoples Court of Beijing, requiring Tianshen entertainment to fulfill its repurchase obligation, paying RMB 600 million for repurchase and paying interest at 1 / 1000 of daily interest. Due to the jurisdiction objection, the case has not been adjudicated in the second central peoples Court of Beijing.
Fatal secret protection
Tianshen entertainment company told the 21st century economic news reporter that the confirmation of Hengfeng banks creditors rights declaration has been suspended, and whether it can be finally confirmed is still relatively uncertain, because the lawsuit of the second central court of Beijing has not been judged. The bankruptcy administrator also thinks that the creditors right has relatively large defects, and the holders obligation to make up the difference after the fund is inferior belongs to the guarantee. However, such a huge amount of guarantee exceeds 10% of the companys net assets, but it has not gone through the necessary procedures of the general meeting of shareholders.
In addition, the senior executive also said that the release of the new minutes of the peoples Republic of China has established a unified standard for judging the effectiveness of the illegal guarantee contracts of listed companies, making up for the limitations of administrative means, and also helping to curb the illegal guarantee of listed companies from the source. After the release of the minutes, the exemption rate of guaranteed of listed companies increased significantly. According to statistics, only within one month after the release of the minutes, a total of 7 judgments involving illegal guarantee of listed companies occurred. All of these judgments judged that the guarantee agreement was invalid, and the listed companies did not have to bear any responsibility.
This means that it will be more difficult for Hengfeng bank to realize its rights and interests by making the listed company Tianshen entertainment bear the responsibility of repurchase.
The 21st century economic reporter also learned that there are 5 similar funds in Tianshen entertainment which are financed by similar means. In April this year, listed companies were punished by the CSRC for failing to fully and timely disclose the important matters of five M & a funds.
In addition to the Shanghai Kaiyi mentioned above, the five M & a funds include Shenzhen Tianshen Zhonghui Investment Center (limited partnership), Tianshen qiankundao equity investment partnership of Ningbo Meishan free trade port area, Shenzhen Taiyue Investment Center (limited partnership) and Shenzhen Purui Investment Center (limited partnership). Why are the claims of the other four funds confirmed, with the exception of Hengfeng bank? Some of the funds are small and do not exceed the requirement of 10% of the companys net assets, which can be approved by the board of directors, and there are no defects in law. There is also a large scale, also without the defects of the general meeting of shareholders, but before the award of arbitration has been obtained, and the time of obtaining the award is before the release of the minutes of the nine peoples Congress. On the other hand, the relevant person of Hengfeng bank said that the creditors right to be confirmed is only a part of the creditors rights involved in litigation in the process of bankruptcy reorganization, and the courts pending judgment is the normal legal procedure, not the invalidation of our banks creditors rights. This article is from Wang Xiaowu, editor in charge of economic report in the 21st century_ NF
In addition to the Shanghai Kaiyi mentioned above, the five M & a funds include Shenzhen Tianshen Zhonghui Investment Center (limited partnership), Tianshen qiankundao equity investment partnership of Ningbo Meishan free trade port area, Shenzhen Taiyue Investment Center (limited partnership) and Shenzhen Purui Investment Center (limited partnership).
Why are the claims of the other four funds confirmed, with the exception of Hengfeng bank?
Some of the funds are small and do not exceed the requirement of 10% of the companys net assets, which can be approved by the board of directors, and there are no defects in law. There is also a large scale, also without the defects of the general meeting of shareholders, but before the award of arbitration has been obtained, and the time of obtaining the award is before the release of the minutes of the nine peoples Congress.