Securities code: 002485 securities abbreviation: Cedar Development Co.Ltd(002485) Announcement No.: 2022-019 Cedar Development Co.Ltd(002485)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
Cedar Development Co.Ltd(002485) (hereinafter referred to as " Cedar Development Co.Ltd(002485) " or "the company") received the attention letter on Cedar Development Co.Ltd(002485) Co., Ltd. (company Department attention letter [2022] No. 139) (hereinafter referred to as "the attention letter") issued by the second Department of management of listed companies of Shenzhen Stock Exchange on February 11, 2022. According to the requirements of the letter of concern, the company has carefully analyzed and verified the relevant problems one by one, and now replies to the relevant questions as follows:
Recently, media reports showed that a number of trust products of cedar International Trust Co., Ltd. (hereinafter referred to as "Cedar trust") under cedar Holdings Group Co., Ltd. (hereinafter referred to as "Cedar Holdings"), your company's indirect controlling shareholder, failed to be cashed as scheduled by the end of January 2022, involving an amount of nearly 20 billion yuan.
According to your company's 2020 annual report, the controlling shareholder of your company, Guangzhou cedar Cultural Tourism Investment Co., Ltd. (hereinafter referred to as "Cedar cultural investment") and its acting in concert, Guangzhou Junkai Investment Co., Ltd. (hereinafter referred to as "Junkai investment") hold 382468426 shares of the company, accounting for 70.3% of your company's total share capital, of which 372662016 shares are pledged, The pledge proportion is as high as 97.44%. On January 21, 2022, 4895480 shares of your company held by Junkai investment were frozen by the judiciary, accounting for 0.90% of the total share capital of your company.
Our department pays close attention to this and asks your company to verify and explain the following matters:
1. The impact of overdue payment of the trust products of cedar trust under cedar holdings on the production and operation of your company, whether the controlling shareholder of your company has the risk of stock pledge and liquidation, and whether the control right of your company has the risk of instability, and please give sufficient risk tips.
reply:
Although the company and cedar trust are legal persons under the control of the same actual controller, the company and cedar trust are independent legal persons, completely separated in business, personnel, assets, institutions, finance and other aspects. Therefore, the operation of cedar trust will not have an impact on the company's production and operation. At present, the operation of the company is normal.
After verification with the controlling shareholder Xuesong wentou, the shares pledged by Xuesong wentou and its concerted actor Junkai investment have no risk of closing positions in the short term, which will not lead to the change of the actual control of the company. At present, the control of the company is stable. The company will continue to pay attention to the share pledge, freezing and risks of the controlling shareholders and their persons acting in concert, and fulfill the obligation of information disclosure in a timely manner. Please pay attention to the follow-up announcement of the company and pay attention to the investment risk.
2. The specific reasons for the judicial freezing of the shares held by Junkai investment, and whether there are restrictions on new shares in Cedar cultural investment and Junkai investment. If so, please disclose it in time.
reply:
The joint and several guarantee liability of some shares of the company held by Junkai investment due to debt disputes was frozen by the judiciary. After verification with the controlling shareholder cedar cultural investment, at present, the controlling shareholder cedar cultural investment and Junkai investment, the person acting in concert, hold 382468426 shares of the company, accounting for 70.3% of the total share capital of the company. Among them, 372662016 shares of the company held by it were pledged, and 4895480 shares of the company held by Junkai investment were frozen by the judiciary.
In addition to the above pledge and judicial freeze, there is no restriction on new shares of the company held by cedar cultural investment and Junkai investment. If any, the company will timely perform the obligation of information disclosure in accordance with the relevant laws and regulations of Shenzhen Stock Exchange.
3. The semi annual report of 2021 shows that your company's operating revenue is 959 million yuan, including 785 million yuan from supply chain trade, which is a new business type in 2020. Please conduct a comprehensive self-examination on the authenticity and security of your company's funds and assets, whether the business and capital transactions between your company and the actual controller Zhang Jin and other companies controlled by it, cedar holdings and other companies controlled by it and other related parties and shareholders involve matters that should be disclosed, and whether there are any forms of transfer of interests of related parties, occupation of funds Illegal guarantee and other situations that infringe on the interests of listed companies.
reply:
The company's supply chain trade business has been carried out since March 2020, mainly engaged in China's supply chain management business focusing on steel, coal coke, oil and other categories. The business is true and effective, and the relevant business flow, logistics and information flow are clear. Business resources, channels, operations and risk control are operated independently by the company team. It is significantly different from the related party cedar bulk commodity supply chain Group Co., Ltd. in terms of operating categories, customers and suppliers, and there are no related party transactions such as purchasing and selling bulk commodities from related parties.
After verification, as of June 30, 2021, the total assets of the company (including holding subsidiaries) are 3651852937.31 yuan, the net assets are 2177133045.76 yuan, and the monetary capital balance is 59674830.82 yuan. The assets and funds held by the company are real, safe and controllable.
As of June 30, 2021, the business and capital transactions between the company and its actual controller Zhang Jin and other companies controlled by it, cedar holdings and other companies controlled by it and other related parties and shareholders (hereinafter referred to as "related parties"), as well as guarantee matters: see the company's website www.cn on August 28, 2021 for details info. com. cn. In the full text of the 2021 semi annual report on "section VI important matters 11. Major related party transactions; 12. Major contracts and their performance; 2. Major guarantees".
As of February 11, 2022, the guarantee balance provided by the company for related parties is 192 million yuan, the relevant debts have expired, and Xi'an Tiannan Cultural Tourism Co., Ltd. (hereinafter referred to as "Xi'an Tiannan") is going through the repayment and extension procedures. If Xi'an Tiannan is unable to fulfill the repayment responsibility or fails to complete the extension procedures due to objective reasons, and other guarantee measures are invalid, the company has the risk of performing the guarantee responsibility. The above-mentioned related party guarantee was passively formed due to the transfer of Xi'an Tiannan, the former holding subsidiary. At that time, the review procedure of related party guarantee had been re performed, and the related parties provided counter guarantee measures for the above-mentioned debts. The company has urged Xi'an Tiannan and its controlling shareholders to handle the repayment of relevant debts as soon as possible, and will pay close attention to the progress of the matter and fulfill the disclosure obligation in time according to relevant regulations. Please pay attention to the follow-up announcement of the company and pay attention to the investment risk.
As of February 11, 2022, the balance of financial assistance provided by related parties to the company was 18.9073 million yuan and the guarantee balance was 293.7422 million yuan. The company and related parties are independent legal persons / individuals, completely separated in business, personnel, assets, institutions, finance and other aspects. Therefore, the operating conditions of related parties will not have a significant impact on the use and operation of the company's funds.
After verification, in addition to the above related party transactions and guarantees, there are no business and capital transactions between the company and its actual controller Zhang Jin and other companies controlled by it, cedar holdings and other companies controlled by it and other related parties and shareholders, and there are no other matters that should be disclosed but not disclosed, and there are no other forms of related party interest transfer, fund occupation Illegal guarantee and other situations that infringe on the interests of listed companies.
It is hereby announced.
Cedar Development Co.Ltd(002485) board of directors February 15, 2022
