Yingsong · verification opinion
Henan Yingsong law firm
About the inquiry letter on Henan Kedi Dairy Co.Ltd(002770) of Shenzhen Stock Exchange
Verification opinions on relevant legal issues
(2022) yszz No. 001
To: Shenzhen Stock Exchange
Henan Yingsong law firm has accepted the entrustment of Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company” or “Kedi Dairy”) and issued this verification opinion according to the relevant matters requiring lawyers to check and express opinions in the inquiry letter on Henan Kedi Dairy Co.Ltd(002770) (company department concern letter [2022] No. 2) of Shenzhen Stock Exchange.
Following the principles of diligence and good faith, the firm and its handling lawyers have conducted sufficient verification in accordance with the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this verification opinion, Ensure that the facts identified in the verification opinions are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
During the foregoing verification, the exchange has obtained the following assurances from the company and relevant parties: (1) it has provided the exchange with the original written materials, copies, copies or certificates required for issuing the verification opinions; (2) The documents and materials provided to the exchange are true, accurate, complete and effective without any concealment, omission, falsehood or misleading. If the documents and materials are copies or copies, they are consistent with the original or the original.
Our lawyers’ understanding and judgment of the relevant facts involved in this verification opinion ultimately depend on the documents, materials, statements and explanations provided by Kedi dairy to our firm. Before issuing this special verification opinion, Kedi dairy has guaranteed the authenticity, completeness and accuracy of the documents, materials, statements and explanations provided by Kedi dairy to our firm and our lawyers, There are no false records, misleading statements or major omissions; For the fact that it is very important to issue this verification opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, Kedi dairy or other relevant units.
Yingsong · verification opinion
Based on the facts that have occurred or existed before the date of issuance of this verification opinion, as well as the laws, regulations and normative legal documents officially promulgated and implemented by the state, the exchange will express its opinions based on its understanding of relevant facts and laws.
The exchange only gives opinions on legal issues related to the inquiry letter and does not comment on any non legal professional matters. This verification opinion is only for the use of the company and shall not be used for any other purpose.
Based on the above, we hereby issue the following verification opinions:
On December 31, 2021, your company disclosed the announcement on signing the 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 926.1606 million yuan it has obtained from relevant creditors to offset the debts of Kedi group to your company due to capital occupation in the way of debt for debt, so as to solve the problem of capital occupation. The creditor’s rights obtained by Shangqiu investment group for compensation include 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 The creditor’s rights of Yucheng County Development Investment Co., Ltd. (hereinafter referred to as “relevant creditors”) against your company are 500.7216 million yuan, 233.3335 million yuan, 58.2112 million yuan, 61.7794 million yuan and 72.1150 million yuan.
On October 30, 2021, your company disclosed the suggestive announcement on correction and retroactive adjustment of previous accounting errors, which said that according to the decision on administrative punishment ([2021] No. 1) issued by China Securities Regulatory Commission on September 17, 2021, there were false records and major omissions in your annual report from 2016 to 2018. According to the provisions of No. 19 rules for information disclosure of companies offering securities to the public – correction and related disclosure of financial information, your company will hire an accounting firm to conduct a comprehensive audit of the corrected financial statements and issue a new audit report or special assurance report. The company promises to cooperate with the accountant to complete the audit of the corrected financial statements as soon as possible, And timely disclose within two months.
Our ministry is concerned about this. Please verify and explain the following questions:
Question reply:
2. Explain whether your company has obtained the creditor’s right transfer notice from relevant creditors, and whether Shangqiu Investment Group has become your company’s legal debt in combination with the performance of the agreement between Shangqiu investment group and relevant creditors
Yingsong · verification opinion
Right holder. Ask a lawyer to check and express clear opinions.
Company reply:
The company has received the notice of creditor’s right transfer from relevant creditors;
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 articles 545 and 546 of the civil code of the people’s Republic of China, the relevant creditor’s rights of the company are not transferable, and the company has received the creditor’s right transfer notice, Therefore, Shangqiu Investment Group has become the legal creditor of the company, and the procedures performed comply with the provisions of relevant laws and regulations.
Lawyer’s opinion:
We have consulted the creditor’s right and debt repayment agreement signed by Kedi dairy company, Kedi Food Group Co., Ltd. and Shangqiu Development Investment Group Co., Ltd., and the notice of creditor’s right transfer of relevant creditors. We believe that the creditor’s right transfer complies with the provisions of articles 545 and 546 of the civil code, The signing of the agreement is also the true intention of the parties to the agreement. Therefore, Shangqiu investment group is the legal creditor of Kedi dairy company.
4. Explain whether your company has consulted the bankruptcy reorganization administrator of Kedi group on relevant agreements, whether the relevant agreements signed between Kedi group and the company during bankruptcy reorganization are in compliance, and whether the relevant agreements have legal effect. Ask a lawyer to check and express clear opinions.
Company reply:
Before signing the debt repayment agreement, the company had fully communicated with the reorganization manager of Kedi group and obtained the consent of the reorganization manager of Kedi group. The relevant agreement signed this time was that Shangqiu investment group settled the amount owed to the company on behalf of Kedi group. The signing of this agreement did not damage the rights and interests of its creditors, and the signing of the agreement did not violate the provisions of relevant laws and regulations, It has legal effect.
Lawyer’s opinion:
The signing of the credit and debt repayment agreement is the true intention of all parties. Its main content is that Shangqiu investment group solves the amount owed to Kedi dairy company on behalf of Kedi group. The signing of this Agreement does not violate the provisions of relevant laws and regulations, so the agreement has legal effect.
Yingsong · verification opinion
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It is the signature page of Henan Yingsong law firm on the verification opinions on relevant legal issues of the inquiry letter on Henan Kedi Dairy Co.Ltd(002770) of Shenzhen Stock Exchange
Henan Yingsong law firm
Handling lawyer:
January 7, 2002
