Securities code: 002770 securities abbreviation: * ST Cody Announcement No.: 2021-065 Henan Kedi Dairy Co.Ltd(002770)
On signing creditor’s rights and debt repayment agreement and related party transactions
Announcement of
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
● withdrawal of related directors: related directors Mr. Zhang Fenghua and Mr. Wang Fuju withdrew from voting.
● this item reduces the company’s debt and financial expenses; The settlement progress of the company’s funds occupied by major shareholders was accelerated.
● the matter has been deliberated and approved at the 14th meeting of the 4th board of directors of the company.
1、 Overview of debt service agreement
The controlling shareholder of Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company”) Kedi Food Group Co., Ltd. (hereinafter referred to as “Kedi group” or “the controlling shareholder”) failed to return the funds owed to the company in time due to its own production and operation needs. In order to protect the legitimate rights and interests of the company’s shareholders and solve the problem of arrears as soon as possible, according to the current situation of Kedi group, the company agrees to sign the creditor’s rights and debt repayment agreement with Shangqiu Development Investment Group Co., Ltd. and Kedi group to use the company’s creditor’s rights purchased by Shangqiu Development Investment Group Co., Ltd, Offset the debts of Kedi group to the company due to fund occupation in the way of debt for debt, so as to solve the problem of fund occupation. The details of the creditor’s rights compensated are as follows:
Name of the company’s creditor amount of creditor’s rights (yuan)
China Xinda Asset Management Co., Ltd. Henan Branch 500721634.30
Henan Agricultural Investment Industry Investment Co., Ltd. 23333479.54
Pingdingshan Bank Co., Ltd. Zhengzhou branch 58211170.01
Shangqiu Branch of Zhongyuan Bank Co., Ltd. 61779359.42
Yucheng Development Investment Co., Ltd. 72115000.00
Total 926160643.27
At present, Kedi group holds 484690000 shares of the company, accounting for 44.27% of the total share capital of the company, and is the major shareholder of the company. Cody group is a related party of the company, and the repayment of part of its arrears in the form of debt for debt constitutes a related party transaction.
This agreement has been deliberated and adopted at the 14th meeting of the 4th board of directors and needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Main contents of agreements signed between the company and creditors
(i) Interested parties
Party A: Kedi Food Group Co., Ltd
Legal representative; Zhang Qinghai
Unified credit Code: 9141000170010981j
Address: Limin Industrial Park, Yucheng County, Henan Province
Party B: Henan Kedi Dairy Co.Ltd(002770) (“listed company”)
Legal representative: Zhang Qinghai
Unified credit Code: 9141000770869001p
Address: No. 18, Gongye Avenue, industrial agglomeration zone, Yucheng County, Henan Province
Party C: Shangqiu Development Investment Group Co., Ltd
Legal representative: Zhao Tao
Unified credit Code: 914114007551579462
Address: No. 366, Zhongzhou South Road, Suiyang District, Shangqiu City
In this agreement, the above parties are individually referred to as a “party” and collectively referred to as the “parties”.
Whereas:
1. As of the signing date of this agreement, Party A holds 484690000 shares of Party B, accounting for 44.27% of the total share capital of Party B, and is the controlling shareholder of Party B. According to Party B’s announcement, at present, the balance of non operating funds occupied by Party A to Party B is about 1.6 billion yuan (the specific amount shall be subject to the announcement data of Listed Companies in the future), and this part of funds occupied is the debt that Party A shall bear to Party B.
2. On December 30, 2021, Party C signed the creditor’s right transfer agreement with Henan Branch of China Cinda Asset Management Co., Ltd., Henan Agricultural Investment Industry Investment Co., Ltd., Zhengzhou branch of Pingdingshan Bank Co., Ltd., Shangqiu Branch of Zhongyuan Bank Co., Ltd. and Yucheng County Development Investment Co., Ltd, Party C has obtained the creditor’s rights of 926160643.27 yuan against Party B according to these agreements, and these creditors have sent a notice of creditor’s rights transfer to Party B.
3. Each party intends to solve the problem of fund occupation by means of debt repayment, and compensate Party A’s debt to Party B due to fund occupation in the same amount as Party C’s creditor’s rights to Party B.
After friendly negotiation, the following agreement on debt repayment between the parties is hereby reached for mutual compliance. Article 1 basic information of creditor’s rights and debts
1.1 the parties confirm that as of the signing date of this agreement, the balance of non operating funds occupied by Party A to Party B is about RMB 1.6 billion (the specific amount shall be subject to the announcement data of listed companies later), that is, Party A has a debt of about RMB 1.6 billion to Party B.
1.2 the parties confirm that Party C is in accordance with the creditor’s right transfer agreement signed on December 30, 2021 with China Xinda Asset Management Co., Ltd. Henan Branch, Henan Agricultural Investment Industry Investment Co., Ltd., Pingdingshan Bank Co., Ltd. Zhengzhou branch, Zhongyuan Bank Co., Ltd. Shangqiu Branch and Yucheng County Development Investment Co., Ltd, The creditor’s right of 926160643.27 yuan enjoyed by the above-mentioned creditor to Party B is obtained according to law.
Article 2 credit and debt repayment arrangements
2.1 all parties agree that Party C shall use its creditor’s rights of RMB 926160643.27 confirmed in article 1.2 of this agreement to compensate Party A’s debt to Party B due to fund occupation confirmed in Article 1.1 of this agreement by the same amount of RMB 926160643.27.
2.2 the parties confirm that upon the completion of the repayment of the creditor’s rights and debts mentioned in Article 2.1 of this agreement, the creditor’s rights of 926160643.27 yuan enjoyed by Party C to Party B under article 1.2 of this Agreement shall be extinguished, and the creditor’s rights of 926160643.27 yuan enjoyed by Party B to Party a due to the occupation of funds under Article 1.1 of this Agreement shall be extinguished, The remaining part of the creditor’s rights formed due to the occupation of funds shall be paid off by relevant parties in accordance with other subsequent agreements.
2.3 after the creditor’s rights and debts as agreed in Article 2 of this Agreement are paid off, RMB 926160643.27 of the capital occupation problems of the listed company will be completely solved.
Article 3 Representations and warranties
Each party to this agreement undertakes and warrants as follows:
3.1 have legal subject qualification and capacity to sign and perform this agreement.
3.2 all expressions of intention made in respect of the agreements in this Agreement are legal, true and irrevocable. 3.3 at the time of signing this agreement, each party has performed the internal decision-making procedures according to law, and the representatives signing this Agreement have obtained all the rights and authorization required to sign the agreements under this agreement.
3.4 after signing this agreement, cooperate with all parties to go through various procedures related to the performance of this agreement according to law.
Article 4 liability for breach of contract
After the signing of this agreement, except for force majeure, any party’s failure to perform or timely and inappropriate performance of any of its obligations under this agreement, or breach of any representation, warranty or commitment made under this agreement, shall constitute its breach of contract, and shall bear the liability for breach of contract in accordance with the law and compensate the observant party for all losses arising therefrom.
3、 Impact of the agreement on the company
The above agreement is signed by the parties through negotiation and reflects the true intention of the relevant parties. The signing of the above agreement has played a substantive role in promoting the practical solution to the problem of major shareholders’ borrowing of funds from the company and played a positive role in solving the debt problem of the company.
4、 Prior approval and independent opinions of independent directors
We believe that the procedures of this meeting meet the requirements of relevant regulations such as the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and so on, The signing of the creditor’s right and debt compensation agreement can solve the problem of the controlling shareholder Kedi Food Group Co., Ltd. occupying part of the company’s non operating funds. The signing of the creditor’s right and debt compensation agreement is conducive to reducing the company’s operating risks, improving the financial situation, contributing to the long-term development of the enterprise and in line with the interests of the listed company and all shareholders.
In conclusion, it is agreed that the company shall sign the debt repayment agreement and submit the matter to the general meeting of shareholders for deliberation.
5、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors;
2. Prior approval and independent opinions on matters related to the 14th meeting of the Fourth Board of directors;
3. Creditor’s right and debt repayment agreement signed between the company and creditors;
4. Notice of assignment of creditor’s rights.
It is hereby announced.
Henan Kedi Dairy Co.Ltd(002770) board of directors
December 30, 2021
