Who will repay Qinshang Optoelectronics involved in pawn dispute

Qinshang Optoelectronics is currently in the midst of asset restructuring, but an Anhui subsidiary in which it holds shares is involved in a pawn dispute. The reporter learned that Anhui Qinshang Optoelectronics Technology Co., Ltd. (hereinafter referred to as Anhui Qinshang), a company of Qinshang Optoelectronics, used its land use rights to borrow 10 million yuan from Anhui Dehe Pawn Co., Ltd. (hereinafter referred to as Dehe Pawn) in 2012. However, after the pawn loan expired, Anhui Qinshang failed to honor the repayment, and the two parties eventually went to court. And Dehe Pawn is a joint-stock company of Anhui Huilong Group Xinli Chemical Co., Ltd. (hereinafter referred to as Xinli Chemical), a subsidiary of Huilong Co., Ltd. It is worth noting that Qinshang Optoelectronics did not mention this pawn dispute or the final result in its daily announcements and annual reports. Ten million yuan pawn Anhui Qinshang was established on November 25, 2010. It is located in Jin'an Industrial Park, Chizhou Economic and Technological Development Zone. It has a registered capital of 100 million yuan and a paid-in capital of 35 million yuan. Qinshang Optoelectronics holds 51% of its equity, and the remaining 49% is held by Anhui Runlei. The legal representative is Hu Jianlin. However, the 2013 annual report of Qinshang Optoelectronics shows that the company’s shareholding ratio in Anhui Qinshang has dropped to 16.68%. What Qinshang Optoelectronics didn't expect was that although the company's shareholding ratio in Anhui Qinshang was already very low, a pawn dispute in Anhui Qinshang turned the company into one of the defendants. On November 15, 2012, Anhui Qinshang and Dehe Pawn signed a "Pawn Contract" numbered 2012 De Pang Zi No. 0049, stipulating that Anhui Qinshang will use its land use rights to pawn a loan of 10 million yuan from Dehe Pawn; the pawn period is 3 months Monthly, from November 15, 2012 to February 16, 2013; the monthly comprehensive fee standard is 2.0% of the deposit. When issuing the deposit, Dehe Pawn collects a comprehensive fee of 200,000 yuan for one month in advance, and the remaining comprehensive fees are collected in advance every month; the monthly interest rate for the deposit is 0.51%. On that day, Anhui Qinshang signed a mortgage contract with Dehe Pawn. Anhui Qinshang mortgaged all its state-owned land use rights located in Jin'an Park, Chizhou Economic and Technological Development Zone, Anhui Province, with a certificate number of Chitu Guoyong (2011) No. 219-1 and an area of ​​39,361.90 square meters, to Dehe Pawn to provide the highest mortgage guarantee for the pawn contract it signed. Moreover, Hu Jianlin also issued a letter of guarantee to Dehe Pawn, expressing his commitment to provide the maximum amount of guarantee for Anhui Qinshang’s pawn contract. Near the end of the current period, on January 18, 2013, Anhui Qinshang issued a "Report on Renewal of Pawn" to Dehe Pawn, requesting renewal. On January 31 of the same year, Dehe Pawn issued a "Pawn Renewal Certificate" to Anhui Qinshang, stating: "The original pawn ticket number is 34010141562, the original pawn amount is 10 million yuan, the renewal period is from February 13, 2013 to May 13, 2013, the monthly fee is 2%, and the monthly interest rate is 0.46%." However, when the renewal period came to an end, Anhui Qinshang still did not redeem the pledge. On August 19, 2013, Anhui Qinshang issued an "Explanation" to Dehe Pawn, confirming that as of August 15, 2013, Anhui Qinshang still owed Dehe Pawn 10 million yuan in pawn money, and the comprehensive expenses from July 16, 2013 to August 15, 2013 were 200,000 yuan. One and a half months later, on October 8, 2013, Dehe Pawn took Anhui Qinshang, Hu Jianlin, and Qinshang Optoelectronics to court, requesting an order: "Anhui Qinshang should return the 10 million yuan in arrears as pledge money, pay the comprehensive fees and interest for the current period, and renew the contract as stipulated in the contract after the expiration of the term. Compensate losses according to the standard of comprehensive fees and interest, and pay 300,000 yuan for the realization of creditor's rights; confirm that Dehe Pawn has the priority to be reimbursed for Anhui Qinshang's state-owned land use rights and above-ground attachments located in Jin'an Industrial Park, Chizhou with an area of 39,361.90 square meters; Hu Jianlin has priority for Anhui Qinshang's compensation Qinshang Optoelectronics shall be jointly and severally liable for repaying the debts it should bear; Qinshang Optoelectronics shall be liable for supplementary compensation for the debts that Anhui Qinshang cannot repay within the scope of capital and interest it should contribute but has not contributed. " This simple dispute exposed that Qinshang Optoelectronics' investment in Anhui Qinshang was not in place. , an insider told reporters that according to Anhui Qinshang’s company articles of association, Qinshang Optoelectronics should make full capital contributions within two years from the date of Anhui Qinshang’s establishment, that is, before November 24, 2012. “However, Qinshang Optoelectronics’ investment in Anhui Qinshang of 12.15 million yuan has not yet been made.” The above-mentioned insider revealed that Qinshang Optoelectronics’ first investment in Anhui Qinshang should have been 17.85 million yuan, but it quickly withdrew 15 million yuan, and the actual investment was only 2.85 million yuan. In the judgment obtained by the reporter, Qinshang Optoelectronics believed that it and Anhui Qinshang were independent corporate legal persons and there was no confusion. Anhui Qinshang was not insolvent. Therefore, it requested that Dehe Pawn’s lawsuit against Qinshang Optoelectronics be dismissed. However, the Hefei Intermediate People's Court held that Qinshang Optoelectronics should be liable for compensation within the scope of the unpaid capital and interest of 12.15 million yuan for the debts that Anhui Qinshang could not pay off in this pawn dispute. Who will repay the loan The Hefei Intermediate People’s Court’s judgment required Anhui Qinshang to pay Dehe pawn money of 10 million yuan, interest of 285,000 yuan, legal fees of 300,000 yuan, and compensation for losses. If Anhui Qinshang fails to fulfill its repayment obligations, Dehe Pawn has the right to auction, sell off or discount the above-mentioned mortgaged state-owned land use rights and receive priority for repayment. Qinshang Optoelectronics is liable for compensation for Anhui Qinshang’s “unrepayable debts.” Qinshang Optoelectronics obviously could not bear the penalty imposed by the Hefei Intermediate People’s Court, and quickly appealed to the Anhui Provincial Higher People’s Court. The main reason for filing the lawsuit is that Qinshang Optoelectronics believes that Anhui Qinshang's debt repayment is in an uncertain state, and the company is ordered to bear supplementary compensation liability, which violates the correctness and enforceability of the court's judgment. Even if Qinshang Optoelectronics should bear the liability for supplementary compensation, it should be confirmed by a ruling when it is discovered during the execution process that Anhui Qinshang cannot repay, and it cannot be adjudicated without authorization. So, what is the performance of Anhui Qinshang? The reporter learned that Anhui Qinshang is an investment promotion project in Chizhou City, Anhui Province. On June 27, 2011, Anhui Qinshang’s “High Power LED Base Phase I Production Line” was put into operation in Chizhou Economic and Technological Development Zone. According to a report in the local Chizhou Daily, Qinshang Optoelectronics' "High Power LED Chizhou Industrial Base Project" plans a total investment of 800 million yuan, which will be implemented by Qinshang Optoelectronics and Anhui Runlei. The project is constructed in three phases and is expected to have an annual production capacity of 600,000 LED lamps by 2015, with an annual output value of 2.5 billion to 3.5 billion yuan and annual profits and taxes of about 500 million to 800 million yuan. But the real situation is that according to Qinshang Optoelectronics’ 2011, 2012 and 2013 annual reports, Anhui Qinshang’s operating income was 783,500 yuan, 12,326,300 yuan and 2,780,000 yuan respectively, and its net profits were 10,419,200 yuan, 674,300 yuan and -8,338,400 yuan respectively. It can be seen that Anhui Qinshang’s sales and profits are not good, and it has already suffered losses. However, the 2013 annual report of Qinshang Optoelectronics shows that Anhui Qinshang’s total assets during the reporting period were 244 million yuan and net assets were 99.5817 million yuan, which is not yet insolvent. In the end, the Anhui Provincial High Court made a final judgment in April this year to uphold the original judgment. “Although the scope of Qinshang Optoelectronics’ final liability is uncertain, it does not affect the order and scope of the court’s responsibility in the form of a judgment based on ascertaining the facts. " " It is worth noting that the second-instance case acceptance fee of 97,300 yuan was borne by Qinshang Optoelectronics, but Qinshang Optoelectronics made no mention of this pawn dispute in its announcement and annual report.