| Statement |
1.Date of occurrence of the event:2022/07/26
2.Company name:Winvantage Corporation
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):subsidiaries
4.Reciprocal shareholding ratios:The Company owns 84.18% stake of
Winvantage Corporation
5.Cause of occurrence:
1.The Company's subsidiary, Winvantage Corporation, upon the
resolution of the Board of Directors on January 16, 2018, decided to
sell the stake of Winvantage's 100% reinvestment, Ever Onward
Corporation and the reinvestments thereof, Hong Kong Chung Loong Limited
and Shanghai Chung Loong Paper Co., Ltd., to the wholly owned subsidiaries of
China Vanke Co., Ltd., namely Sinobird Holding Limited and Hybest (BVI)
Company Limited, with the guarantor, Vanke Property (Hong Kong) Limited.
The transaction has completed the registration of changes in Q1, 2018,
and the disposal gains were recognized.
2.For the aforesaid stake transaction, 80% of the total price, or
CNY 1,048,000 thousand was received; but the buyer has neither settled the
third and fourth installment nor made up the deficient payment according
to the share transaction agreement until now. On January 31, 2019, the buyer
together with its guarantor also filed the arbitration petition to Hong Kong
International Arbitration Centre asking for arbitration, claiming that the
stake transaction agreement shall be invalid and revoked. Winvantage
Corporation counterclaimed that the buyer and its guarantor shall pay the
third and fourth installment with interests.
3.The arbitration tribunal ruled the arbitration conclusively on
April 13, 2022, dismissing the applicant's claim, and ruled that the buyer
and its guarantor shall assume the joint and several liability of performing
the agreement.
4.The buyer has paid the third and fourth installments and the deficient
payments amount of CNY 289,282,193.26 in full on May 19, 2022 and plus the
deferred interests amount of CNY 177,204,306.49. After deducting the buyer's
withholding tax amount of CNY 18,239,724.10, Winvantage Corporation actually
received the amount of CNY 448,246,775.65 (equivalent to USD 66,484,741.50).
5.The arbitration tribunal ruled the arbitration conclusively on
July 25, 2022, ruling that the buyer and its guarantor shall pay the
arbitration fees of the lawyers, expert witnesses and arbitration tribunal
totaled USD 3,040,476.65, CNY 400,000 and HKD 4,727,458 for Winvantage
Corporation.
6.Countermeasures:The buyer and its guarantor will be requested to pay the
payables as soon as possible, per the arbitration decision.
7.Any other matters that need to be specified:None
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