Henan Kedi Dairy Co.Ltd(002770) : Announcement on the reply to the letter of concern

Securities code: 002770 securities abbreviation: Henan Kedi Dairy Co.Ltd(002770) Announcement No.: 2022-011 Henan Kedi Dairy Co.Ltd(002770)

Reply announcement on the letter of concern

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.

Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company” or “Kedi Dairy”) received the letter of concern on Henan Kedi Dairy Co.Ltd(002770) issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (company department concern letter [2022] No. 100, hereinafter referred to as “concern letter”) on January 29, 2022, requesting the company to make a written explanation on relevant matters. After receiving the letter of concern, the company immediately organized relevant personnel to actively prepare the reply to the letter of concern. Now the reply to the questions in the letter of concern is announced as follows:

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.

Company reply:

The composition of operating revenue is as follows:

2021 2020

Project amount (10000 yuan) as a proportion of operating income

Proportion of heavy amount (10000 yuan) in operating revenue

Operating income 59000.00 100% 47586.97 100% total food manufacturing by industry

Industry – liquid milk 58950.00 99.9% 47525.98 99.87% processing and manufacturing

Other 50.00 0.1% 60.99 0.13%

The company’s main business income from selling liquid milk in the operating income of the reporting period is 589.5 million yuan, accounting for 99.9%; Other business income from selling materials is 500000 yuan, accounting for 0.1%. In the same period last year, the main business income from selling products was 475.2598 million yuan, accounting for 99.87%; Sales of materials and other business income was 609900 yuan, accounting for 0.13%. The reason for the increase in operating income in this year is the increase in the main business income from the sale of liquid milk.

In the fourth quarter of this year, the operating revenue was 150 million yuan, accounting for 25% of the annual operating revenue; The operating revenue in the same period of last year was 127.9751 million yuan, accounting for 26.89% of the annual operating revenue. There was no significant difference between the fourth quarter and the previous years.

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 Shenzhen Stock Exchange, The performance forecast has deducted 500000 yuan of other business income unrelated to the main business income (other business income is the income from the sales of packaging materials, auxiliary materials and other materials sold to customers and suppliers, including tents, sun umbrellas, handbags, packaging cartons, lead seals, wind curtain freezers, explosion labels, raw and fresh milk handover forms, leftover materials, etc.). There is no revenue without commercial substance in the company’s operating revenue.

Note: the above data in this reporting period have not been audited, and there may be differences between them and the audited amount.

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.

Company reply:

By the end of 2021, as part of the amount receivable from Kedi group was offset by debt repayment, the company reassessed the risk of recovery of the balance of receivables, and the company offset the bad debt provision of 426.32 million yuan. (the receivable balance of Kedi group is 505 million yuan. Based on the principle of prudence required by the quality of accounting information, the company has fully accrued bad debt reserves for the receivable balance of Kedi group in this reporting period. Calculation process: the balance of bad debt reserves at the beginning of the year is 931.32 million yuan, minus the remaining bad debt reserves of 505 million yuan this year, which should be reversed by 426.32 million yuan). The balance of illegal guarantee is 235.02 million yuan, and 192.77 million yuan of estimated liabilities have been accrued in the early stage. The remaining part has been fully accrued in the reporting period, and 42.25 million yuan of estimated liabilities have been accrued in the reporting period.

According to the requirements of accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 13 – contingencies and other standards, the company has carried out accounting treatment.

The accounting treatment entries are as follows:

Debit: bad debt reserves 426.32 million yuan

Loan: credit impairment loss of 276.41 million yuan (included in current profit and loss)

Undistributed profit of 149.91 million yuan (retroactive adjustment)

Debit: non operating expenditure of 42.25 million yuan

Loan: Estimated Liabilities: 42.25 million yuan

Note: the above data has not been audited and may be different from the audited amount.

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.

Company reply:

Shangqiu Development Investment Group Co., Ltd. (hereinafter referred to as “Shangqiu investment group”) is a state-owned and wholly-owned enterprise; Registered capital: 70 million yuan; Address: No. 366, Zhongzhou South Road, Suiyang District, Shangqiu City; Shareholders: Shangqiu finance bureau holds 90% and Henan Provincial Department of finance holds 10%; The actual controller is Shangqiu Finance Bureau. In order to improve the quality of listed companies and safeguard the interests of minority shareholders, Shangqiu Investment Group acquired the company’s creditor’s rights of 926 million yuan and repaid the amount owed by Kedi group to the company in the same amount by way of debt repayment. These debt purchase agreements and debt repayment agreements have come into force and have been implemented. The 926 million yuan owed by Kedi group to the company has been completely resolved and irrevocable.

At present, Shangqiu Investment Group has signed up to participate in the merger and reorganization investment of Kedi group. The merger and reorganization plan of Kedi group still needs to be approved by the creditor meeting of Kedi group and ruled by the court, but its settlement of the amount owed by Kedi group to the company by debt repayment will not and cannot be revoked. Based on this, Shangqiu Investment Group’s participation in the merger and reorganization of Kedi group and the repayment of the amount owed by Kedi group to the company by debt repayment do not belong to a package deal.

At present, the acquisition of the company’s remaining creditor’s rights and the merger and reorganization of Kedi group are accelerating. At present, the company has no undisclosed agreements or arrangements that should be disclosed. Since the reorganization investment of Shangqiu Investment Group on Kedi group and the reorganization plan of Kedi group still need to be approved by the creditors’ meeting and ruled by the court, there is still uncertainty about the impact on the company’s control right. Please pay attention to the risks.

The company will strictly abide by the securities law, the company law and other laws as well as the stock listing rules and other provisions, truly, accurately, completely, timely and fairly perform the obligation of information disclosure and safeguard the interests of investors.

It is hereby announced!

Henan Kedi Dairy Co.Ltd(002770) board of directors

February 11, 2022

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