Notice on Jiangsu Dewei Advanced Materials Co.Ltd(300325) gem notice [2021] No. 549 Jiangsu Dewei Advanced Materials Co.Ltd(300325) board of directors:
On January 1, 2022, your company disclosed the announcement on debt forgiveness, which said that your company received from China Overseas Urban Development Co., Ltd. (hereinafter referred to as "China overseas urban development") on December 31, 2021 The letter of Jiangsu Branch of China Huarong Asset Management Co., Ltd. (hereinafter referred to as "Huarong Asset Jiangsu branch") and Jiangsu Branch of China Cinda Asset Management Co., Ltd. (hereinafter referred to as "Cinda Asset Jiangsu branch") on Exempting the company's debt, and it is proposed to exempt your company from the repayment obligation of a total debt of 329.2205 million yuan, It shall take effect from the date of issuance of the notice. Our department is concerned about this. Please verify and supplement the following matters:
1. The announcement shows that your company has recently received the notice of creditor's rights transfer and the confirmation of creditor's rights transfer signed by the original creditors Hengfeng Bank Co., Ltd. Suzhou Branch, Agricultural Bank Of China Limited(601288) Suzhou Branch and Bank Of Communications Co.Ltd(601328) Taicang branch. The company no longer undertakes debt to the original creditors, but instead undertakes debt to Huarong assets Jiangsu branch and Cinda assets Jiangsu branch. On December 31, 2021, the company received the notice of debt compensation issued by CNOOC chengkai to the company, and CNOOC chengkai paid the above part of the debt on behalf of the company.
Please explain whether the above-mentioned creditor's rights transfer and debt compensation have been effectively and fully authorized and performed the necessary procedures, whether the relevant creditor's rights transfer and debt compensation have taken effect, whether they are unconditional, irrevocable and irrevocable, whether the original creditor still has the right of recourse, and whether there are other agreements and arrangements between the relevant parties, In combination with the above reply, explain whether CNOOC chengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu branch have become legal creditors of your company, and ask a lawyer to check and express clear opinions.
2. According to the announcement, China overseas chengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu branch plan to exempt the company's debts of 110.22 million yuan, 86.97 million yuan and 132.0305 million yuan respectively.
(1) Please explain the implementation of approval procedures for debt exemption by CNOOC chengkai, Huarong assets Jiangsu branch and Xinda assets Jiangsu Branch, whether you have obtained effective and sufficient authorization before sending the letter on debt exemption, and whether the relevant acts comply with applicable laws, regulations and regulatory requirements, In combination with the above situation, it shall clearly state whether the above debt exemption is unilateral, unconditional, irrevocable and irrevocable.
(2) Please explain whether Huarong assets Jiangsu branch and Xinda assets Jiangsu branch have independent legal personality and whether the letter issued by them on Exempting the company's debts has legal effect. Ask a lawyer to check and express clear opinions.
3. The announcement shows that on July 30, 2021, your company received the confirmation letter of Jiangsu Dewei Advanced Materials Co.Ltd(300325) restructuring investor sent by your company's temporary manager, confirming that CNOOC chengkai is your company's restructuring investor. On December 31, 2021, your company received the notice of restructuring investment issued by China Overseas Urban Development Corporation. China Overseas Urban Development Corporation, Huarong assets Jiangsu branch and Xinda assets Jiangsu branch respectively negotiated and determined to jointly participate in the company's restructuring investment and become a potential shareholder of the company. Except for the above-mentioned creditor's right and debt relationship, there is no property right Business, assets, personnel and other relationships, and there are no other interest arrangements.
(1) Please explain the specific reasons and reasonableness of the debt relief by the relevant parties, whether it constitutes a package deal with the subsequent participation of the debt relief parties in the bankruptcy reorganization investment of your company, and whether there are other agreements and arrangements between your company, controlling shareholders, actual controllers or more than 5% shareholders and the debt relief parties, Whether there are other obligations for the above debt exemption.
(2) Please explain whether the debt involved in this debt exemption has fulfilled the creditor's rights declaration procedure, whether it will still be included in the scope of bankruptcy debt, and the impact of this debt exemption on your company's pre reorganization procedure.
4. The announcement shows that before the debt restructuring, Huarong assets Jiangsu branch and Cinda assets Jiangsu branch need to publish the announcement and public disposal procedures for 20 working days on the qualified newspapers, Huarong website and Cinda website. If no effective objection is raised to the debt restructuring during the above procedures, the company will cooperate with Huarong assets Jiangsu Branch Cinda assets Jiangsu branch and China overseas urban development officially signed the debt restructuring agreement. If other parties raise effective objections or higher bids for this debt restructuring within the above 20 working days, there is a risk that this exemption will be revoked.
(1) Please explain the relevant accounting treatment process and relevant basis of this debt exemption. (2) In combination with the above-mentioned debt restructuring procedures and the time arrangement for the formal signing of the debt restructuring agreement, please explain the official effective time point of this debt exemption and the specific impact on your company's financial statements in 2021. In combination with the above-mentioned reply, please explain whether your company has avoided delisting through this debt exemption, and fully prompt the relevant risk of termination of listing.
Please verify the company's annual audit and express your opinions on the above issues.
5. Please explain the specific process and key time nodes of planning this debt exemption, and report the list of insiders and the progress memorandum of major events.
6. Other matters that your company thinks should be explained.
Please make a written statement on the above matters, submit the relevant explanatory materials to our department for disclosure before January 6, 2022, and send a copy to the listed company supervision division of Jiangsu securities regulatory bureau.
At the same time, remind your company that listed companies must conscientiously and timely fulfill the obligation of information disclosure in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
We are writing to inform you.
Gem company management department
January 1, 2022
