Securities code: Henan Kedi Dairy Co.Ltd(002770) securities abbreviation: Henan Kedi Dairy Co.Ltd(002770) Announcement No.: 2022026 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 the “Shenzhen Stock Exchange”) (company Department attention letter [2022] No. 165, hereinafter referred to as the “attention letter”) on March 4, 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:
On December 31, 2021, your company disclosed the announcement on signing creditor’s right and debt repayment agreement and related party transactions, which said that your company signed the creditor’s right and debt repayment agreement with the controlling shareholder Kedi Food Group Co., Ltd. (hereinafter referred to as “Kedi group”) and Shangqiu development investment group Co., Ltd. (hereinafter referred to as “Shangqiu investment group”), Shangqiu investment group uses the creditor’s rights of 926160600 yuan it has obtained from relevant creditors to offset the debts of Kedi group to your company due to the occupation of funds in the way of debt for debt. On January 11, 2022, your company disclosed the reply announcement on the letter of concern, which said that Shangqiu Investment Group has signed the creditor’s right and debt transfer agreement with relevant parties and has fulfilled the obligations agreed in the agreement.
According to the announcement on the repayment of part of the company’s debts and related party transactions by a third party on behalf of major shareholders by means of debt commitment disclosed by your company on March 27, 2021, your company agrees that the third party Yucheng County new era dairy farming poverty alleviation Professional Cooperative Federation (hereinafter referred to as “new era”) will undertake the amount payable by your company of 6096993201 yuan by means of debt commitment to repay part of the funds owed by Kedi group to your company. According to the announcement on the repayment of part of the company’s debts and related party transactions by a third party on behalf of major shareholders in the form of debt undertaking (after correction) disclosed by your company on April 8, 2021, your company agrees that the third party Xinshidai will undertake the company’s payables of 5924413139 yuan in the form of debt undertaking to repay part of the funds owed by Kedi group, and Xinshidai will repay 6200000 yuan in cash, with a total repayment of 6544413139 yuan. In addition, the relevant agreement on debt commitment and compensation provided by your company shows that some debts have debt transfer, that is, the creditor transfers the debt to other parties, and the other parties sign the relevant agreement on debt commitment and compensation with new era, and Kedi group has not participated in the signing of the relevant agreement on debt commitment and compensation of new era.
On September 22, 2021, your company disclosed the announcement on receiving the decision on administrative punishment and the decision on banning market entry, which said that according to the decision on administrative punishment ([2021] No. 1) issued by Henan securities regulatory bureau of China Securities Regulatory Commission, there were false records and major omissions in your annual report from 2016 to 2018, and Zhang Qinghai, the actual controller and chairman of your company, was banned from entering the securities market for 10 years. On February 25, 2022, we made the decision on giving disciplinary punishment to Henan Kedi Dairy Co.Ltd(002770) and relevant parties, and gave punishment to Zhang Qinghai, the actual controller and chairman of your company, who publicly determined that he was not suitable to serve as a director, supervisor and senior manager of a listed company within 10 years.
Our ministry is concerned about the above situation. Please further verify and explain the following matters:
1. Explain the obligation terms and the transfer time of the target creditor’s rights agreed in the creditor’s rights and debts transfer agreement signed by Shangqiu investment group and relevant parties one by one, and explain the performance of the rights and obligations of both parties and whether the target creditor’s rights have been transferred, with emphasis on the payment obligations and current performance of Shangqiu investment group, and whether it affects the transfer of relevant target creditor’s rights; On this basis, combined with whether the relevant parties still have the right of recourse for the creditor’s rights, explain whether Shangqiu Investment Group has become the legal creditor of your company. Ask a lawyer to verify the above matters, explain the verification process and express clear opinions.
Company reply:
1、 The terms of obligations agreed in the agreement on transfer of creditor’s rights and debts signed by Shangqiu investment group and relevant parties are as follows: 1. The main obligations of the agreement on transfer of creditor’s rights between Henan Agricultural Investment Industry Investment Co., Ltd. and Shangqiu Development Investment Group Co., Ltd.:
This creditor’s right transfer agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on December 30, 2021: Party A: Henan Agricultural Investment Industry Investment Co., Ltd
Party B: Shangqiu Development Investment Group Co., Ltd
Article 1 subject matter creditor’s right and its transfer
Both parties confirm that as of the date of signing this agreement, the total amount of creditor’s rights enjoyed by Party A to Kedi dairy is [2333347954] (hereinafter referred to as “subject creditor’s rights”).
Party A agrees to transfer the target creditor’s right to Party B, and Party B agrees to accept the target creditor’s right. At the same time, Party A and Party B confirm that from the effective date of this agreement, Party B obtains the ownership of the subject creditor’s right, that is, Party B immediately replaces Party A as the creditor of Kedi dairy, and the creditor’s right and debt relationship between Party A and Kedi dairy will be terminated.
Article 2 payment method
Within [three] working days after the signing of this agreement, Party B shall pay [50%] of the agreed transfer price of all creditor’s rights to the bank account designated by Party A; Within [three] working days from [March 31], 2022, Party B shall pay the remaining [50%] debt transfer price to the bank account designated by Party A.
Article 5 effectiveness, alteration, dissolution and termination of this Agreement
This Agreement shall come into force as of the date of signature and seal by both parties.
2. Main obligations of the debt transfer agreement between Shangqiu Development Investment Co., Ltd. and Yucheng County Development Investment Group Co., Ltd.:
This creditor’s right transfer agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on December 30, 2021: Party A: Yucheng County Development Investment Co., Ltd
Party B: Shangqiu Development Investment Group Co., Ltd
Article 1 subject matter creditor’s right and its transfer
Both parties confirm that as of the date of signing this agreement, the total amount of creditor’s rights enjoyed by Party A to Kedi dairy is [72115000] (hereinafter referred to as “subject creditor’s rights”).
Party A agrees to transfer the target creditor’s right to Party B, and Party B agrees to accept the target creditor’s right. At the same time, Party A and Party B confirm that from the effective date of this agreement, Party B obtains the ownership of the subject creditor’s right, that is, Party B immediately replaces Party A as the creditor of Kedi dairy, and the creditor’s right and debt relationship between Party A and Kedi dairy will be terminated.
Article 2 payment method
Within [three] working days after signing this agreement, Party B shall pay [50%] of the agreed transfer price of all creditor’s rights to the bank account designated by Party A; within [three] working days from [March 31], 2022, Party B shall pay the remaining [50%] transfer price of creditor’s rights to the bank account designated by Party A.
Article 5 effectiveness, alteration, dissolution and termination of this Agreement
This Agreement shall come into force as of the date of signature and seal by both parties.
3. The main obligations of the creditor’s right transfer agreement of Henan time aesthetics Decoration Engineering Co., Ltd., Shangqiu Development Investment Group Co., Ltd. and Pingdingshan Bank Co., Ltd.:
This creditor’s right transfer agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on December 30, 2021: Party A: Henan time aesthetic decoration Engineering Co., Ltd
Party B: Shangqiu Development Investment Group Co., Ltd
Party C: Pingdingshan Bank Co., Ltd
(the creditor’s right is transferred from Party C to Party A, and Party A entrusts Party C to collect the creditor’s right. According to Article 1 of the supplementary agreement on the entrustment contract on creditor’s right management and disposal signed by Party A and Party C on August 3, 2021, Party A voluntarily gives up all the creditor’s right interests, and the creditor’s right still belongs to Party C.)
Article 1 subject matter creditor’s right and its transfer
Party A and Party B confirm that as of the date of signing this agreement, the amount of creditor’s rights enjoyed by Party A to Kedi dairy is [5821117014].
Party A agrees to transfer the target creditor’s right to Party B, and Party B agrees to accept the target creditor’s right. At the same time, Party A and Party B confirm that from the effective date of this agreement, Party B obtains the ownership of the subject creditor’s right, that is, Party B immediately replaces Party A as the creditor of Kedi dairy, and the creditor’s right and debt relationship between Party A and Kedi dairy will be terminated.
Article 2 payment method
Within [three] working days after the signing of this agreement, Party B shall pay [50%] of the agreed transfer price of all creditor’s rights to the bank account designated by Party A; Within [three] working days from [March 31], 2022, Party B shall pay the remaining [50%] debt transfer price to the bank account designated by Party A.
Article 5 effectiveness, alteration, dissolution and termination of this Agreement
This Agreement shall come into force from the date of signature or seal of the three parties.
4. The main obligations of the creditor’s right transfer agreement between Shangqiu Branch of Zhongyuan Bank Co., Ltd. and Shangqiu Development Investment Group Co., Ltd.:
Party A (transferor): Shangqiu Branch of Zhongyuan Bank Co., Ltd
Party B (transferee): Shangqiu Development Investment Group Co., Ltd
As of the benchmark date, i.e. December 20, 2021, there are two claims of one household, totaling RMB (in words) sixty-one million seven hundred and seventy-nine thousand three hundred and fifty-nine point forty-two (￥ 6177935942).
Party B shall pay the transfer price to the account designated by Party A as agreed.
Article 4 transfer of rights and risks
Party A and Party B confirm that the subject creditor’s rights will be transferred to Party B from the transfer date, and all rights, interests and interests of the subject creditor’s rights will be enjoyed by Party B.
5. The main obligations of Henan Branch of China Cinda Asset Management Co., Ltd. and Shangqiu investment group in signing the creditor’s rights transfer agreement are as follows:
As of the benchmark date, the total amount of creditor’s rights is RMB 500.7 billion, seven hundred and twenty-one thousand, six hundred and thirty-four yuan and thirty cents (in figures: 50072163430 yuan).
4.3 payment method of price
Within 3 working days from the effective date of this contract, Party B shall remit all the agreed price to the account designated by Party A at one time.
6.1 transfer of subject matter creditor’s rights
6.1.1 both parties confirm that the subject-matter creditor’s right will be transferred from Party A to Party B on the date when Party B has paid all the transfer price.
6.1.2 both parties confirm that before the date of right transfer, the subject creditor’s rights still belong to Party A, and Party A shall manage the subject creditor’s rights in accordance with the provisions of this contract.
6.1.3 both parties confirm that after the date of right transfer, the subject creditor’s right belongs to Party B. Where relevant procedures are required by laws and regulations, Party B shall be responsible for handling them, and Party A shall actively cooperate, and the expenses shall be borne by Party B.
2、 It was learned from Shangqiu investment group that before the signing of the agreement (December 27, 2021), Shangqiu investment group had studied and made decisions on obtaining creditor’s rights and debt repayment to the company through the Party committee meeting of Shangqiu investment group, reported to the municipal government and relevant departments and obtained authorization, and fulfilled the internal review procedures of state-owned shareholders and the approval procedures of superior competent departments; According to the creditor’s rights transfer agreement signed between Shangqiu investment group and the creditor of the company, the creditor’s rights are transferred from the date of signing the agreement (December 30, 2021) or the date of completing the payment. Shangqiu Investment Group has fulfilled the payment obligation according to the creditor’s rights transfer agreement signed with the creditor of the company; The company has also received the transfer notice from the above creditors, so Shangqiu Investment Group has become a legal and effective creditor of the company;
According to the creditor’s rights transfer agreement signed by Shangqiu investment group and the creditor of the company and the performance of payment obligations, the original creditor no longer has creditor’s rights to the company, the creditor’s rights and debt relationship between the original creditor and the company are lost, and the original creditor no longer has recourse to the company.
According to the creditor’s right and debt repayment agreement signed between Shangqiu investment group and the company, Shangqiu investment group used the creditor’s right to the company to offset part of the creditor’s right of the company to Kedi group (this matter has been deliberated by the 14th board of directors of the fourth session of the company and the first extraordinary general meeting of shareholders in 2022). So far, the creditor’s right and debt relationship between the company and Shangqiu Investment Group has been lost, and Shangqiu investment group is no longer the creditor of the company.
Lawyer’s opinion:
Due to the large amount of business involved in the verification, it is currently under verification and strives to disclose relevant opinions before April 11, 2022.
2. Explain the specific creditor’s main business, registered capital and the background of the formation of relevant debts involved in the debt repayment of the new era, including but not limited to the specific commodities, transaction time, total transaction amount and payment; Explain the main business, registered capital and paid in capital of new era, and whether there are business or capital transactions with your company, your controlling shareholder, actual controller and other related parties. Combined with the main financial data of new era in the last two years, its repayment progress and capital source of the debts undertaken, explain whether new era has solvency and whether it is commercially reasonable to undertake the payables of your company.
Ask a lawyer to check the authenticity of the identity of creditors related to the debt undertaking and compensation matters in the new era, the authenticity of debts (payables), the accuracy of the amount of debts, the compliance and legal effect of the agreements related to the debt undertaking and compensation matters, and the legality and compliance of the debt undertaking and compensation procedures, explain the verification process and express clear opinions.
Ask the accountant to check the authenticity of the debt (payable), the accuracy of the debt amount and the compliance of the accounting treatment of debt repayment, explain the verification process and express clear opinions.
Company reply:
Anyang Huiteng Packaging Co., Ltd. was established on July 4, 2016. The controlling shareholder is Tian Shaobo. Its main business is production, sales and carton. The registered capital is 6 million yuan, mainly the creditor’s rights formed by providing packaging materials for the company from October 2017 to March 2021 (the same below), and the cumulative creditor’s rights amount is 944800 yuan. Yucheng Baijia e-commerce Co., Ltd. was established on January 18, 2017. The controlling shareholder is Wang Shu. Its main business is the sales of prepackaged food and bulk food (including refrigerated and frozen food). Registered capital 20
