Securities code: 000806 securities abbreviation: Galaxy Biomedical Investment Co.Ltd(000806) Announcement No.: 2022-004 Galaxy Biomedical Investment Co.Ltd(000806)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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 December 29, 2021, the board of directors of Galaxy Biomedical Investment Co.Ltd(000806) (hereinafter referred to as "the company" or "Galaxy biology") received the attention letter on Galaxy Biomedical Investment Co.Ltd(000806) from Shenzhen Stock Exchange (company Department attention letter [2021] No. 481), attached great importance to it and carefully checked the issues listed in the attention letter. Now, the replies to the issues mentioned in the attention letter are as follows:
1. On April 27, 2021, your company signed the creditor's rights and debt repayment agreement with Tiandi Heming and the controlling shareholder Galaxy Group, which solved the occupation balance of non operating funds of galaxy group to the company of 445.4609 million yuan. Please explain the reason and rationality of using creditor's rights and debts instead of cash compensation in combination with the previous debt repayment evaluation report and subsequent debt repayment.
[reply]
Tiandi Heming Technology Group Co., Ltd. (hereinafter referred to as "Tiandi Heming") signed the creditor's right transfer agreement with Runxing Finance Leasing Co., Ltd. (hereinafter referred to as "Runxing finance") on January 25, 2021, which agreed that Tiandi Heming would accept the creditor's right of RMB 451641980 enjoyed by Runxing finance to Galaxy biology as consideration, Runxing Financial Leasing Co., Ltd. transferred the real estate of Tiandi Heming holding subsidiary. On April 25, 2021, Runxing financing issued the notice on the transfer of creditor's rights to the company, informing the company that the company's creditor's rights held by it have been transferred to Tiandi Heming, which is the legal creditor of the company. On April 27, 2021, Tiandi Heming, Yinhe Tiancheng Group Co., Ltd. (hereinafter referred to as "Yinhe Group") and Yinhe biology signed the creditor's rights and debt repayment agreement, which agreed that the creditor's rights of Tiandi Heming against Yinhe biology of RMB 445460900 would be eliminated; The debt of 445.4609 million yuan formed by Galaxy Group's occupation of non operating funds of Galaxy biology was eliminated. As of June 2021, the real estate delivery procedures agreed in the debt transfer agreement have been completed. For details, please refer to the announcement on creditor's rights and debt repayment agreement and debt restructuring, the announcement on the resolution of the 19th meeting of the 10th board of directors, the announcement on the resolution of the 2020 annual general meeting of shareholders, the announcement on legal opinions and special verification opinions on the creditor's rights and debt repayment agreement disclosed by the company Verification opinions of ZTE caiguanghua Certified Public Accountants (special general partnership) on Galaxy Biomedical Investment Co.Ltd(000806) signing the credit and debt repayment agreement to solve the fund occupation of related parties by means of debt transfer Special legal opinions on Beihai Galaxy Biological Industry Investment Co., Ltd. solving the occupation of funds by related parties by means of debt transfer (Announcement No.: 2021 - 046, 2021-047, 2021-064, 2021-069).
The occupation of the company's funds by Galaxy Group in this debt repayment is caused by illegal guarantee, Li Yu
In the case of Li Hong's loan contract dispute, the Jiangxi court auctioned the Jiangxi transformer held by the company on February 2, 2021
90.08% equity of Technology Co., Ltd. and Beihai Xinghan Enterprise Management Co., Ltd., a wholly-owned subsidiary of the company, won and paid RMB 29.01073 million. For details, please refer to the announcement on the resolution of the 17th interim meeting of the 10th board of directors and the announcement on the bid of the wholly-owned subsidiary Beihai Xinghan Enterprise Management Co., Ltd. for 90.08% equity of the subsidiary Jiangxi Transformer Technology Co., Ltd. (Announcement No.: 2021-020, 2021-022) disclosed by the company. Due to the historical problems left over by the original actual controller's illegal guarantee, the company has become a dishonest executee, involving a large amount of illegal guarantee, and many bank accounts and assets of the company have been sealed up and frozen. If cash compensation is used, there is a risk that galaxy group can not effectively solve the company's capital occupation, which can be effectively solved only through debt repayment.
The objects of this transaction are the company's creditor's rights and liabilities, and the corresponding accounts are other receivables and accounts payable, which belong to monetary assets and monetary liabilities. This transaction uses monetary assets to offset monetary liabilities, which not only effectively solves the fund occupation of Galaxy Group, but also helps the company alleviate the pressure of working capital, does not harm the interests of shareholders, and is conducive to the development of the company.
2. Your company plans to transfer the supplier's name, occurrence time, specific accounting subject, amount, aging, procurement content, etc. corresponding to the total 29 million yuan of accounts receivable of your company and its holding subsidiaries Jiang substation and liute substation, and explain whether the supplier has an associated relationship with your company's controlling shareholder, persons acting in concert, directors, supervisors and senior managers. Ask the accountant to check the relevant contracts and express clear opinions on the authenticity and accuracy of the relevant transactions.
[reply]
The relevant information of suppliers corresponding to the company's debt to be transferred by the company is shown in the table below:
Unit: 10000 yuan
2021
Full name of supplier account aging creditor's rights transfer transaction content purchased goods transaction time 2021 amount warehousing amount (receipt time)
Accounts payable of Wuxi * * * Co., Ltd. purchase of silicon steel sheet with 1000 raw materials within one year February December 1342.42
Accounts payable of Jiangsu * * * Co., Ltd. purchase of 500 raw materials within one year, conductive bar and 825.32 outgoing copper bar from January to December
Accounts payable of Yunnan * * * Co., Ltd. 500 within one year purchase of transformer oil from January to December 1422.20
Accounts payable of Shanghai * * * Co., Ltd. purchase of silicon steel with 500 raw materials within one year from April to December 2854.39
Accounts payable of Liuzhou * * * Co., Ltd. within one year 400 raw materials purchased steel June December 704.04
Total 2900.00 7148.38
Of which:
① Wuxi * * * Co., Ltd. started cooperation with the company in 2012, and the company purchased silicon steel sheets from it in 2021
About 893 tons, the company is the main supplier of raw materials silicon steel sheet;
② Jiangsu * * * Co., Ltd. started cooperation with the company in 2012 and is the main supplier of conductive bars of the company;
③ Yunnan * * * Co., Ltd. started cooperation with the company in 2012, and the company purchased 2136 tons of transformer from it in 2021
Transformer oil is the main supplier of transformer oil of the company;
④ Shanghai * * * Co., Ltd. started cooperation with the company in 2021, which is the main supplier of silicon steel
One of the suppliers, the purchase and warehousing volume of silicon steel in 2021 is 1567 tons;
⑤ Liuzhou * * * Co., Ltd. started cooperation with the company in 2021 and is the main supplier of raw materials and steel
According to one of the suppliers, the purchase and warehousing volume of steel in 2021 is 1116 tons.
The above five suppliers are the suppliers of the company's main raw materials, and maintain long-term cooperation with the company
The settlement method is monthly rolling settlement, and the authenticity and amount of relevant transactions are accurate.
After inquiring the above suppliers and checking the industrial and commercial information through Tianyan inspection, the above suppliers and our holding shares
There is no relationship between the company and the persons acting in concert, directors, supervisors and senior managers.
Accountant's opinion:
Main verification procedures performed by the audit institution on the transactions between the company's holding subsidiaries Jiang substation and liute substation and various suppliers
The sequence is:
(1) Obtain and check the purchase contracts and purchase orders between the company's holding subsidiaries Jiang substation and liute substation and relevant suppliers
Warehouse document, acceptance document, purchase invoice, payment document, collection and delivery document of purchased goods, bookkeeping voucher and a / P
Supporting data such as account Sub Ledger, check the company's purchase time point, record account, amount, aging and purchase
Whether the purchase content is accurate.
(2) Check relevant suppliers and companies by asking relevant personnel of the company and Aiqi to check industrial and commercial information
Whether the controlling shareholders and persons acting in concert, directors, supervisors and senior managers are related.
Concluding observations:
Based on the above verification procedures, the audit institution believes that the company and its holding subsidiaries Jiangbian substation and liute substation are related to the supply of electricity
The transaction of Yingshang is true and the amount is accurate, and the relevant suppliers have no relationship with the controlling shareholders, persons acting in concert, directors, supervisors and senior managers of the company.
3. Please explain whether the credit and debt repayment agreement signed by your company has been approved by the supplier in advance and whether there are unresolved disputes. Please provide supporting documents.
[reply]
Before December 25, 2021, the signing date of the credit and debt repayment agreement, the company has obtained the corresponding notification letter of the transfer of the supplier's creditor's rights, specifying that China real estate confidence (Hangzhou) Business Management Co., Ltd. (hereinafter referred to as "China real estate confidence") has obtained the legal creditor's rights against the company, which are divided into:
(1) On December 10, 2021, the company received the notice of creditor's right transfer from Wuxi * * * Co., Ltd., and transferred the creditor's right of RMB 10 million in the loan owed by the company to China real estate trust;
(2) On December 13, 2021, the company received the notice of creditor's right transfer from Shanghai * * * Technology Co., Ltd., and transferred the creditor's right of RMB 5 million in the loan owed by the company to China real estate trust;
(3) On December 14, 2021, the company received the notice of creditor's right transfer from Liuzhou * * * Co., Ltd., and transferred the creditor's right of RMB 4 million in the loan owed by the company to China real estate trust;
(4) On December 17, 2021, the company received the notice of creditor's right transfer from Yunnan * * * Co., Ltd., and transferred the creditor's right of RMB 5 million in the loan owed by the company to China real estate trust;
(5) On December 14, 2021, we received the notice of creditor's right transfer from Jiangsu * * * Engineering Co., Ltd., and transferred the creditor's right of RMB 5 million in the loan owed by the company to China real estate trust.
Therefore, before signing the credit and debt repayment agreement, China real estate trust has become the legal creditor of the company, enjoying 29 million creditor's rights against the company, and there are no unresolved disputes.
4. In combination with the specific terms of the creditor's rights and debt satisfaction agreement, explain whether your company has completely set out its corresponding obligations and responsibilities after transferring out the agreed debt. If China real estate trust fails to pay relevant funds to the supplier as agreed, does your company have the risk of compensation to the supplier.
[reply]
It is agreed in Article 3 of the credit and debt repayment agreement that the credit of [29 million] yuan enjoyed by China real estate confidence and the credit of [1073] million yuan enjoyed by Tiandi Heming against the company shall offset the debt of [29.107 million] yuan owed by Galaxy Group to the company, After offset, the creditor's rights of [29 million] yuan enjoyed by China real estate trust to the company and [1073] million yuan enjoyed by Tiandi Heming to the company were extinguished. Therefore, according to the provisions, after the group's creditor's rights of [29.01073] million yuan are offset, the company's debt to Zhongfang has been completely disposed of. According to the verification of the company, if China real estate trust fails to pay relevant payments to the supplier as agreed, there is no risk that the company needs to compensate and compensate the supplier.
5. Please explain whether the specific accounting treatment of this credit and debt repayment complies with the accounting standards.
[reply]
According to the definition of accounting standards for Business Enterprises No. 12 - debt restructuring, debt restructuring refers to a transaction in which the time, amount or method of debt repayment are re agreed upon by the creditor and the debtor or by the court without changing the counterparty.
According to the agreement in the notice of creditor's right transfer and the creditor's right and debt repayment agreement, China real estate confidence enjoys the creditor's right of 29 million yuan to the company and Tiandi Heming's creditor's right of 107.3 million yuan to the company to offset the debt of 29.01073 million yuan to the company caused by the occupation of non operating funds by Galaxy Group, Thus, the debt of 29.01073 million yuan formed by the occupation of the company's non operating funds by Galaxy Group was eliminated. According to the relevant provisions of the accounting standards for Business Enterprises No. 12 - debt restructuring to pay off debts with financial assets: the creditor's transfer includes cash
