With regard to the attention letter on Henan Kedi Dairy Co.Ltd(002770) , the attention letter of the company Department [2022] No. 100 Henan Kedi Dairy Co.Ltd(002770) board of directors:
Your company disclosed the performance forecast for 2021 on January 28, 2022, which said that your company expects the net profit attributable to the shareholders of the listed company in 2021 to be 60 million yuan to 90 million yuan, the net profit after deducting non recurring profits and losses is – 90 million yuan to – 135 million yuan, the operating income is 580 million yuan to 600 million yuan, and the operating income after deducting is 570 million yuan to 59 million yuan, The owner’s equity attributable to shareholders of listed companies ranges from 300 million yuan to 40 million yuan. The year-on-year changes in net profit are mainly due to the year-on-year increase in operating revenue and operating profit in the current period; Due to the recovery of the amount owed to the company by the controlling shareholder Kedi Food Group Co., Ltd. (hereinafter referred to as “Kedi group”), part of the bad debt reserves were offset in the current period.
On December 31, 2021, your company disclosed the announcement on signing the creditor’s rights and debt compensation agreement and related party transactions, which said that your company signed the creditor’s rights and debt compensation agreement with the controlling shareholder Kedi group and Shangqiu Development Investment Group Co., Ltd. (hereinafter referred to as “Shangqiu investment group”), Shangqiu investment group, with the creditor’s rights of 926.1606 million yuan it obtained from the relevant creditors to the company, offset the debts of Kedi group to the company due to the occupation of funds in an equal amount by means of debt for debt, so as to solve the problem of capital occupation.
On January 18, 2022, your company disclosed the announcement on the progress of the merger and reorganization of the company’s controlling shareholders and their related parties, which said that Shangqiu investment group submitted relevant materials on investment participation in the reorganization to the merger and reorganization manager of Kedi group.
Our ministry is concerned about this. Please verify and explain the following questions:
1. Please explain the reasons for the year-on-year increase of operating revenue in the reporting period in combination with the specific composition of operating revenue, and whether there is a significant difference between the proportion of operating revenue in the fourth quarter and that in the previous years, And explain whether your company’s relevant income should be deducted and its judgment basis in accordance with the provisions of 4.2 “matters related to deduction of operating income” in the guidelines for self discipline supervision of listed companies No. 1 – business handling of the exchange.
2. In combination with the progress of Shangqiu investment group in offsetting the fund occupation of Kedi group by means of debt for debt and the settlement of illegal guarantee, explain the amount or scope of the reversal of bad debt provision for fund occupation of your company, the amount or scope of the provision of estimated liabilities for illegal guarantee, as well as the relevant accounting treatment and basis.
3. Explain whether Shangqiu Investment Group’s participation in the bankruptcy reorganization of Kedi group and the repayment of the funds occupied by Kedi group belong to a package deal. Combined with the latest progress of the bankruptcy reorganization of Kedi group, explain whether there are major matters that may affect the control of your company, and whether your company has other agreements or arrangements that should be disclosed but not disclosed.
Please make a written statement on the above issues, submit the relevant explanatory materials to our department for disclosure before February 11, 2022, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws, as well as the stock listing rules of the exchange, and perform the obligation of information disclosure truthfully, accurately, completely, timely and fairly.
We are writing to inform you that
Shenzhen Stock Exchange listed company management department 1 January 29, 2022
