Securities code: 000813 securities abbreviation: Dezhan Healthcare Company Limited(000813) Announcement No.: 2021-080
Dezhan Healthcare Company Limited(000813)
With regard to the progress announcement on the performance of the compensation agreement of the share transfer agreement, 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.
On November 24, 2021, Dezhan Healthcare Company Limited(000813) (hereinafter referred to as the “listed company” or “company”) signed the compensation agreement for share transfer agreement (hereinafter referred to as the “compensation agreement”) and the balance replenishment agreement with Merrill Lynch Holdings Group Co., Ltd. (hereinafter referred to as “Merrill Lynch”), Xinjiang Kaidi Investment Co., Ltd. (hereinafter referred to as “Kaidi investment”) and other parties. As of December 31, 2021, due to the withdrawal of all the agreed shares of the limited partnership from the compensation agreement of Merrill Lynch, the procedures such as capital distribution are still being handled, and the performance of the compensation obligation needs to be postponed. In order to properly solve the follow-up capital recovery of the “Bohai trust cash management collective fund trust plan” (hereinafter referred to as “cash treasure product”) purchased by the company, and urge Merrill Lynch to fulfill its compensation obligations, through communication and consultation with Merrill Lynch and relevant parties, Merrill Lynch Real Estate Development Group Co., Ltd. (hereinafter referred to as “Merrill Lynch real estate”) provides supplementary safeguard measures. After negotiation and agreement of all parties, Merrill Lynch holdings, Kaidi investment, Zhang Yong and Merrill Lynch real estate signed the creditor’s right and debt confirmation agreement with the company. It is agreed that Merrill Lynch will mortgage its 26.5% equity of Hunan Yunfeng Lake Investment and Development Co., Ltd. (hereinafter referred to as “Yunfeng lake company”) and Merrill Lynch’s accounts receivable creditor’s rights with loan principal of RMB 113000000 and corresponding interest to the listed company, so as to provide credit enhancement guarantee measures for Merrill Lynch’s compensation obligations. As of the date of this announcement, the company has completed the pledge of 26.5% equity of Yunfeng lake company and the pledge of Merrill Lynch’s accounts receivable creditor’s rights with its principal of RMB 113 million and corresponding interest to Yunfeng lake company.
1、 Basic information
In 2020, the company purchased cash treasure products issued by Bohai International Trust Co., Ltd. (hereinafter referred to as “Bohai trust”) with an amount of 420 million yuan. As of the date of this announcement, the company has recovered the trust principal of 228587700 yuan and investment income of 26301200 yuan, and the remaining trust principal of 191412300 yuan
Not recovered. According to article 7.1.10 of the share transfer agreement signed by Merrill Lynch, Kaidi investment and other relevant parties on May 13, 2021, Merrill Lynch shall bear the relevant compensation obligations of Bohai trust after the trust expires. Accordingly, on November 24, 2021, the company signed the compensation agreement for share transfer agreement (hereinafter referred to as the “compensation agreement”) with Merrill Lynch holdings, Kaidi investment and other parties. According to the compensation agreement, Merrill Lynch shall pay compensation to the listed company before December 31, 2021. For details, see the progress announcement on Bohai trust (Announcement No.: 2021-074) disclosed by the company in the designated media on November 26, 2021.
2、 Implementation progress of compensation agreement
(i) In order to properly solve the subsequent return of funds for the cash treasure products purchased by the company and urge Merrill Lynch to fulfill its compensation obligations, Merrill Lynch real estate provides supplementary safeguard measures through communication and consultation between the company and Merrill Lynch and relevant parties. After negotiation and agreement of all parties, Merrill Lynch holdings, Kaidi investment, Zhang Yong and Merrill Lynch real estate signed the creditor’s right and debt confirmation agreement with the company. It is agreed that Merrill Lynch will mortgage its 26.5% equity of Yunfeng lake company and Merrill Lynch’s accounts receivable creditor’s rights with loan principal of RMB 113000000 and corresponding interest to the listed company, so as to provide credit enhancement guarantee measures for Merrill Lynch’s compensation obligations.
The main terms of the credit and debt confirmation agreement signed this time are as follows:
Article 1 subject matter creditor’s rights
1.1 the parties under this agreement confirm that, from the effective date of the compensation agreement signed by the parties, the listed company has the right to require Merrill Lynch to pay the outstanding debts payable for the trust interests of the remaining principal of cash treasure products of RMB 191412286.89 to the listed company without any pre procedure, that is, the listed company becomes the creditor of Merrill Lynch, Legal and valid creditor’s rights with the principal of RMB 191412286.89 and corresponding interest to Merrill Lynch Holdings (“subject creditor’s rights”). The interest calculation formula is: interest = 191412286.89 yuan × 6.1% × Actual days from September 29, 2021 (inclusive) to actual payment date (exclusive) / 365.
1.2 Zhang Yong voluntarily undertakes joint and several liability guarantee to the listed company for all payment obligations of Merrill Lynch under this Agreement (including but not limited to any payment obligations, compensation liabilities, etc.), and the guarantee period is three years after the expiration of the liability or obligation performance period agreed in this agreement.
Article 2 Realization of the subject-matter creditor’s right
2.1 Merrill Lynch hereby irrevocably promises and confirms that it shall pay the underlying creditor’s rights to the listed company before March 31, 2022.
2.2 if Merrill Lynch violates the agreement and fails to pay the target creditor’s rights to the listed company on time and in full, the listed company has the right to directly recover from Merrill Lynch in its own name, including but not limited to the exercise of security rights, negotiation, litigation, arbitration or compulsory enforcement.
Article 3 satisfaction of creditor’s rights
3.1 Merrill Lynch’s commitment:
(1) On the same day of signing this agreement, Merrill Lynch pledged its equity of RMB 76.32 million in yunfenghu company, accounting for 26.5% of the registered capital, to the listed company to provide pledge guarantee for the obligation of the listed company to require Merrill Lynch to pay all the subject creditor’s rights and other funds under this Agreement, The specific rights and obligations shall be stipulated in the equity pledge contract separately signed between Merrill Lynch real estate and the listed company; Merrill Lynch promises that the 26.5% equity of Yunfeng lake company held by Merrill Lynch does not set any encumbrance, and the articles of association of Yunfeng lake company and other shareholders have no agreement and arrangement to restrict the pledge of such equity;
(2) Merrill Lynch pledged its accounts receivable with loan principal of RMB 113000000 and corresponding interest to yunfenghu company to the listed company. If Merrill Lynch recovers the accounts receivable in any form, it will give priority to paying the amount payable by Merrill Lynch to the listed company under this agreement.
3.2 if Merrill Lynch violates the agreement and fails to pay the target creditor’s rights to the listed company on time and in full before March 31, 2022, Merrill Lynch real estate shall contribute 76.32 million yuan of yunfenghu company held by Merrill Lynch before April 10, 2022, The equity accounting for 26.5% of the registered capital and its creditor’s rights with the loan principal of RMB 113000000 and corresponding interest to yunfenghu company are transferred to the name of the listed company, and the corresponding equity transfer agreement and creditor’s rights transfer agreement are unconditionally signed with the listed company. The specific transfer price shall be determined based on the asset appraisal results issued by the asset appraisal institution recognized by the listed company and Merrill Lynch real estate. 3.3 the parties agree that after the equity and accounts receivable of yunfenghu company held by Merrill Lynch are transferred in accordance with Clause 3.2, the transfer price payable by the listed company shall be used to offset the subject creditor’s rights of the same amount that Merrill Lynch holdings shall pay to the listed company under this agreement, and the listed company does not need to actually pay any money to Merrill Lynch. On the premise that the aforesaid equity and accounts receivable of yunfenghu company held by Merrill Lynch real estate make up the trust interest of 191412286.89 yuan of the remaining principal of cash treasure products enjoyed by the listed company, the listed company transfers all the trust interests of cash treasure products to Merrill Lynch holdings after necessary internal decisions, and Merrill Lynch holdings claims the trust income from Bohai trust on its own, It has nothing to do with the listed company. At that time, after necessary internal decision-making, the listed company shall cooperate with Merrill Lynch to sign relevant agreements on the transfer of trust beneficial rights or trust interests, and assist in completing relevant procedures for the transfer of trust beneficial rights or trust interests.
3.4 the debt between the listed company and Merrill Lynch is formed by the transfer of the equity of the above-mentioned listed company and Merrill Lynch, and there is no debt receivable relationship between Merrill Lynch and Merrill Lynch. After Merrill Lynch transferred its equity and accounts receivable of yunfenghu company to the listed company, on the basis of the assessed value, the listed company and Merrill Lynch shall negotiate and determine the amount of Merrill Lynch’s debt repayment to the listed company, and the specific amount and form of more refund and less compensation shall be determined by the listed company and Merrill Lynch.
（2） Withdrawal of Beijing Jinsheng held by Delong capital
Delong capital holds a limited partnership share of RMB 492.8 million in Beijing Jinsheng. According to the compensation agreement, Delong capital shall pay the cash compensation payable by Merrill Lynch to the listed company with the investment income corresponding to its share of Beijing Jinsheng. At present, Beijing Jinsheng has entered the exit period. According to relevant laws and regulations such as the securities law, the Listing Rules of gem shares of Shenzhen Stock Exchange, and several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, Beijing Jinsheng has gradually implemented the reduction plan, and liquidated the enterprise and distributed investment income in accordance with the partnership agreement, transfer instruction letter and other relevant legal documents.
As of December 16, Beijing Jinsheng held Shandong Jincheng Pharmaceutical Group Co.Ltd(300233) 17923962 shares, accounting for 4.67% of the total number of Shandong Jincheng Pharmaceutical Group Co.Ltd(300233) shares.
（3） The company will actively prepare relevant materials according to the negotiation and trust collection, and timely protect the legitimate rights and interests of the company through legal channels.
3、 Other arrangements
In order to ensure the realization of all the creditor’s rights enjoyed by the company to Merrill Lynch under the creditor’s right and debt confirmation agreement, (1) the company signed the equity pledge contract with Merrill Lynch, and Merrill Lynch provided pledge guarantee for the performance of the debtor Merrill Lynch’s debts under the creditor’s right and debt confirmation agreement with its legally held 26.5% equity of yunfenghu company. (2) The company signed the accounts receivable pledge contract with Merrill Lynch real estate. Merrill Lynch real estate provided pledge guarantee for the performance of the debts of the debtor Merrill Lynch Holdings under the credit and debt confirmation agreement with its accounts receivable creditor’s rights with the loan principal of RMB 113000000 and corresponding interest to yunfenghu company. (3) The audited net assets of Yunfeng lake company in 2020 are 1040713601.21 yuan (XiangPengCheng Zi [2021] No. 0006 audit consultation report). At present, the appraisal of the equity value confirmation of Yunfeng lake company is in the process of promotion. As of the date of this announcement, the company has completed the pledge of 26.5% equity of Yunfeng lake company and the pledge of Merrill Lynch’s accounts receivable creditor’s rights with its loan principal of RMB 113 million and corresponding interest to Yunfeng lake company.
4、 Impact on the company
The creditor’s right and debt confirmation agreement is a supplementary document to the share transfer agreement, compensation agreement and balance supplement agreement, which is signed in accordance with the above relevant agreements. Signing relevant agreements such as the credit and debt confirmation agreement is a measure and mechanism conducive to ensuring the payment of trust products, which can further prevent and reduce the losses and risks brought to the company by the delayed payment of trust, reduce the impact on the company’s operating performance, and safeguard the company’s capital security and the rights and interests of all shareholders. Up to now, there is still uncertainty about the full recovery of cash treasure trust products, and its impact on the company’s current and future profits is uncertain, but the matter does not affect the company’s production and operation activities, and the specific amount of impact is subject to the annual audit results of accountants. The board of directors of the company will urge the management to actively communicate with Bohai trust, implement the cashing of the above trust products, and timely fulfill the obligation of information disclosure. Please pay attention to the investment risks.
5、 Documents for future reference
1. Credit and debt confirmation agreement signed by the company with Merrill Lynch holdings, Zhang Yong, Kaidi investment and Merrill Lynch real estate;
2. Equity pledge contract signed between the company and Merrill Lynch;
3. Accounts receivable pledge contract signed by the company and Merrill Lynch real estate.
It is hereby announced.
Dezhan Healthcare Company Limited(000813) board of directors
December 31, 2001
