The Changzhi Branch of Shanxi Bank sued each other against the original major shareholders for money recovery

Reporters Ci Yupeng and Zhang Rongwang reported in Beijing

On January 17, 2022, ST Omar (002668.SZ) issued an announcement showing that it sued the Changzhi Branch of The Bank of Shanxi (formerly known as "Changzhi Bank") for the return of 200 million yuan, etc.; at the same time, the Changzhi Branch of the Bank of Shanxi sued ST Omar and other companies, demanding that ST Omar and Shanxi Zhiyuan Ronghui Technology Co., Ltd. (formerly known as Wallet Net Gold (Pingtan) Technology Co., Ltd., hereinafter referred to as "Zhiyuan Ronghui") perform their repayment obligations.

"China Business Daily" reporter noted that ST Omar in 2021 in response to the Shenzhen Stock Exchange inquiry letter said that according to the oral notice of Changzhi Bank, Zhiyuan Ronghui owed a total of about 280 million yuan to Changzhi Bank, and Changzhi Bank proposed that ST Omar should bear the responsibility for making up the difference.

In fact, ST Omar was once the majority shareholder of Changzhi Bank, and the 2021 interbank certificate of deposit issuance plan of Changzhi Bank shows that ST Omar accounts for 10.26% of the total shareholding. In April 2021, the CBIRC officials approved the merger and reorganization of Cosmos Bank, Changzhi Bank, Jincheng Bank, Jinzhong Bank and Yangquan City Commercial Bank to establish Shanxi Bank.

Sue each other for recovery

On January 17, 2022, ST Omar filed a lawsuit against the Changzhi Branch of Bank of Shanxi Province with the Changzhi Intermediate People's Court of Changzhi City, Shanxi Province (hereinafter referred to as the "Changzhi Intermediate Court") for contract disputes, and Wallet Financial Services (Beijing) Technology Co., Ltd. (hereinafter referred to as "Wallet Financial Services") is the third party in this case, and the case has passed the case filing review.

ST Omar requested that the Changzhi Branch of Shanxi Bank be ordered to return 200 million yuan to ST Omar, as well as a temporary capital occupation fee of 69.8133 million yuan until December 20, 2020.

Tianyan's investigation showed that the legal representative of Wallet Financial Service was Zhao Guodong, the former actual controller of ST Omar.

On the other hand, ST Omar received a summons from the Changzhi Intermediate Court on January 14, 2022, and the Changzhi Branch of Shanxi Bank sued Zhiyuan Ronghui and ST Omar with the Changzhi Intermediate Court due to a contract dispute, requesting the court to find that the agreements signed by the Changzhi Branch of Shanxi Bank and ST Omar and other parties were legal and valid, and the two defendants should perform the repayment obligations stipulated in the agreement.

What exactly does the above agreement refer to? The reporter noted that ST Omar said in its reply to the Shenzhen Stock Exchange inquiry letter in 2021 that it received a collection notice from Changzhi Bank, the main matter of which was the "Repayment Agreement" and "Supplementary Agreement to the Repayment Agreement" signed by the former actual controller Zhao Guodong's related party Zhiyuan Ronghui and Changzhi Bank, which stipulated that Zhiyuan Ronghui would repay 1 million yuan before March 31, 2021, and 5 million yuan before June 30, 2021, with a total amount of 6 million yuan. Due to the failure of Zhiyuan Ronghui to fulfill the agreement, ST Omagh needs to bear the responsibility of making up the difference.

At the same time, ST Omar said that according to the oral notice of Changzhi Bank, Zhiyuan Ronghui owed a total of about 280 million yuan to Changzhi Bank, and Changzhi Bank proposed that ST Omar should bear the responsibility for making up the difference, ST Omar asked Changzhi Bank for relevant agreements and business background information, but at that time, Changzhi Bank said that it needed to go through internal processes, and st Omar's current management had not yet obtained written materials related to the company's "Gap Compensation Agreement" with Changzhi Bank. According to the recent oral replies of the staff of Changzhi Bank, the total amount of the liability for making up the difference is about 280 million yuan.

ST Omar said that Zhao Guodong and his current management signed the "Gap Compensation Agreement" with Changzhi Bank through the company.

At the end of 2021, ST Omar announced that the "Gap Compensation Agreement" signed by ST Omar and Changzhi Bank, the law firm hired by the company believes that the "Gap Compensation Agreement" has not been reviewed by the company's board of directors or shareholders' general meeting, has not performed the information disclosure procedures of listed companies, and the bank has not fulfilled the review obligations required by laws and regulations; therefore, according to relevant laws and regulations, the "Gap Compensation Agreement" should be found to have no legal effect on ST Omagh, and ST Omar, as a listed company, should not bear the guarantee liability or compensation liability. After ST Omar ascertained the above facts, the main responsible person has resigned from the company, has started the recovery procedure from the relevant responsible person, actively collected evidence of the relevant responsible person violating laws and regulations and harming the interests of the company, and reserves the right to take further legal measures.

The reporter confirmed with the Changzhi Branch of Shanxi Bank for further information on the case that no reply had been received as of press time.

Originally a major shareholder of Changzhi Bank

ST Omagh was the majority shareholder of Changzhi Bank. ST Omar's 2021 semi-annual report shows that other equity instrument investments include 216 million yuan of Changzhi Bank. Changzhi Bank's 2021 interbank certificate of deposit issuance plan shows that the bank's largest shareholder is ST Omar, accounting for 10.26% of the total shareholding ratio and 22,700 shares held at the end of the period.

Judging from the shareholding process, the information released by the CSRC shows that in February 2017, the person in charge of ST Omar learned that Changzhi Bank needed to introduce strategic investors, and expressed that Omar Electric was willing to participate in the capital increase and share expansion of Changzhi Bank. On April 9, 2017, Changzhi Bank held the 2016 Annual General Meeting of Shareholders, deliberated and passed the "Proposal on the 2017 Capital Increase and Share Expansion Plan (Draft)", and decided to carry out the capital increase and share expansion in 2017. After the meeting, Changzhi Bank passed on the news of capital increase and share increase to the market, and began to screen the targets of capital increase and share increase, including Omar Electrical Appliances. At that time, ST Omar participated in the capital increase and share expansion of Changzhi Bank, with a total subscription amount of 478 million yuan.

ST Omar's stake in Changzhi Bank involved insider trading. According to the information released on the official website of the Shenzhen Securities Regulatory Bureau, Zhao Guodong, the former actual controller of ST Omar, and Yin Hongwei are close business partners, during the sensitive period of insider information, Yin Hongwei and Zhao Guodong, the insider of the insider information, have 5 call records, and their control of "Zhou Mouda", "Zhu Mouyan" and "Chen Mouwu" securities accounts are concentrated on trading "Omar Electrical Appliances", and the above account capital change time, the time of buying "Omar Electrical Appliances" are basically the same as the formation time of insider information, and their securities trading activities are highly consistent with the inside information. And can not provide reasonable explanation or provide evidence to exclude the existence of the use of insider information to engage in the trading activities, and ultimately punished.

It is worth noting that the Tianyan investigation shows that Zhao Guodong, the original actual controller of ST Omar, is a director of Changzhi Bank.

From the perspective of borrowing, ST Omar's 2021 semi-annual report shows that ST Omar signed three "working capital loan contracts" with the urban branch of Changzhi Bank on July 9, 2020, July 15, 2020 and September 18, 2020, with loan amounts of 100 million yuan, 100 million yuan and 72 million yuan respectively. Beijing ZhongfuHuitong E-commerce Co., Ltd. signed three "Guarantee Contracts" with the Urban Branch of Changzhi Bank, and Zhao Guodong, the former controlling shareholder of ST Omar, and the Urban Branch of Changzhi Bank signed three "Special Guarantee Contracts" for the above three loan contracts, and as of June 30, 2021, the balance of the loans under these three loan contracts was 270 million yuan.

In addition, on September 27, 2019, ST Omar Subsidiary Wallet Financial Services signed the "Working Capital Loan Contract" with the urban branch of Changzhi Bank, with a loan amount of 200 million yuan, and the loan term was 24 months from the date of withdrawal, and the former controlling shareholders Zhao Guodong, ST Omar and Qingdao Wallet Rongtong Technology Co., Ltd. signed a special guarantee contract and guarantee contract with the urban branch of Changzhi Bank as guarantors, and as of June 30, 2021, the balance of the loan under the contract was 192 million yuan.

According to ST Omar, in view of the fact that Wallet Financial Services has stopped conducting business at present, according to the financial statements of Wallet Financial Services as of June 2021 obtained by the current management from the financial personnel of the subsidiary of the financial technology business segment, Wallet Financial Services is likely to have no solvency and cannot guarantee the effectiveness of its performance, and the company may bear the risk of guarantee liability.