Henan Kedi Dairy Co.Ltd(002770)
Special report on delisting
1、 Overview of delisting
Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as "the company") the financial and accounting report of 2020 is an audit report issued by an accounting firm that cannot express an opinion. Shenzhen Stock Exchange (hereinafter referred to as "SZSE") has implemented "other risk warning" and "delisting risk warning" for the company's stock trading since June 24, 2020 and April 30, 2021.
The company disclosed the 2021 annual report on April 30, 2022, and the financial accounting report was issued by the accounting firm with an audit report that could not express an opinion. The company's shares touch the delisting clause in Item (III) of article 9.3.11 of the stock listing rules (2022 Amendment) of the Shenzhen Stock Exchange.
2、 Impact of delisting on the company
According to article 9.3.12 of the stock listing rules (2022 Revision) of Shenzhen Stock Exchange, the trading of the company's shares will be suspended from May 5, 2022. According to articles 9.3.13 and 9.3.14 of the stock listing rules (2022 Revision) of the Shenzhen Stock Exchange, the Shenzhen Stock Exchange shall issue a prior notice to the company of the intention to terminate the listing of the company's shares within five trading days from the date of suspension of the company's shares. After receiving the notice of termination of listing, the company may apply for a hearing, make statements and defend in accordance with the provisions. The Shenzhen Stock Exchange shall be deliberated by the Listing Committee on whether to terminate the listing of the company's shares, and make a decision on whether to terminate the listing of the company's shares according to the examination opinions of the listing committee. If the Shenzhen stock exchange decides to terminate the listing of the company's shares, in accordance with the provisions of articles 9.6.1, 9.6.2 and 9.6.10 of the stock listing rules (revised in 2022) of the Shenzhen Stock Exchange, the trading shall be resumed on the next trading day after five trading days from the date when the Shenzhen stock exchange announces the decision to terminate the listing of the company's shares and enter the delisting and consolidation period. During the delisting consolidation period, the company's securities code remains unchanged, and the stock abbreviation is preceded by the withdrawal logo to enter the risk warning board trading. The delisting period is 15 days. During the delisting consolidation period, the trading of the company's shares will not be suspended in principle. If the company applies to the Shenzhen stock exchange for a full day suspension for special reasons, the suspension period shall not be included in the delisting consolidation period, and the cumulative number of days of suspension shall not exceed five trading days. The company's shares shall be delisted on the trading day following the expiration of the delisting consolidation period, and the listing of the company's shares shall be terminated. According to the provisions of article 16.2 of the revised national listing rules, small and medium-sized companies can be delisted in time within 45 days after they are listed in the national stock exchange.
3、 Description of the board of directors
The board of directors will continue to improve its working methods according to the actual situation of the company, and adhere to carrying out various operation and management work in accordance with laws and regulations and with diligence and responsibility. Actively strive for the support of all parties and strive to do a good job in the communication and coordination among employees, creditors and investors. Strive to comprehensively restart the main business, comprehensively promote the debt conversion work and comprehensively rectify the internal control system at the same time, strive to improve the current situation of the company as soon as possible, and provide a strong guarantee for the follow-up operation and development, so as to safeguard the legitimate rights and interests of the company and all shareholders.
4、 Investor protection arrangements
1. Delisting transaction arrangement
The trading of the company's shares will be suspended from May 5, 2022. If the Shenzhen stock exchange decides to terminate the listing of the company's shares, the trading will be resumed on the next trading day after five trading days from the date when the Shenzhen Stock Exchange announces the decision to terminate the listing of the company's shares, and the trading will enter the delisting consolidation period. During the delisting consolidation period, the company's securities code remains unchanged, and the stock abbreviation is preceded by the delisting logo. The delisting consolidation stock enters the risk warning board trading. The trading period of delisting consolidation period is 15 trading days. During the delisting consolidation period, the trading of the company's shares will not be suspended in principle. If the company applies to the Shenzhen stock exchange for a full day suspension for special reasons, the suspension period shall not be included in the delisting consolidation period, and the cumulative number of days of suspension shall not exceed five trading days. The company's shares shall be delisted on the trading day following the expiration of the delisting consolidation period, and the listing of the company's shares shall be terminated. The company will do relevant work in time after the listing of shares is terminated to ensure that the company's shares can be listed and transferred in the National SME share transfer system within 45 trading days from the date of delisting.
2. Conditions for applying for re listing
According to the relevant provisions of article 10.2.1 of the stock listing rules (revised in 2022) of Shenzhen Stock Exchange, after the listing of the company's shares is terminated, the situation of termination of listing has been eliminated, and the following conditions are met at the same time, the company can apply to Shenzhen stock exchange for re listing:
(1) The total share capital of the company shall not be less than 50 million yuan;
(2) The shares held by the public account for more than 25% of the total shares of the company; If the total share capital of the company exceeds 400 million yuan, the shares held by the public account for more than 10% of the total shares of the company; (3) The company and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the last 36 months;
(4) The company's financial and accounting reports for the last three fiscal years have been issued with unqualified audit reports; (5) The audited net profit of the company in the last three fiscal years is positive and has accumulated more than 30 million yuan (the net profit is calculated based on the lower one before and after deducting non recurring profits and losses);
(6) The net cash flow generated by the company's operating activities in the last three fiscal years has exceeded 50 million yuan; Or the company's accumulated operating revenue in the last three fiscal years has exceeded 300 million yuan;
(7) The audited ending net assets of the company in the latest fiscal year are positive;
(8) The company's main business has not changed significantly in the last 36 months;
(9) The directors and senior managers of the company have not changed significantly in the last 36 months;
(10) The actual controller of the company has not changed in the last 36 months;
(11) The company has the ability of sustainable operation;
(12) Have a sound corporate governance structure and internal control system and standardized operation;
(13) The directors, supervisors and senior managers of the company meet the requirements of laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association, and there is no situation affecting their appointment;
(14) Other conditions required by Shenzhen.
It is hereby reported.
Henan Kedi Dairy Co.Ltd(002770) board of directors April 30, 2022
