*ST Kerry (002072): Implementation Of Major Asset Purchase And Related Party Transactions

Kerid Cmi Holdings Ltd major asset purchase and related party transactions progress announcement

All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, and there is no false information.

Record, misleading statement or major omission. In November 4, 2015, Kai Reed Cmi Holdings Ltd (hereinafter referred to as the "company") signed the major asset purchase agreement (hereinafter referred to as the "purchase agreement") with Beijing Netcom Network Technology Co., Ltd. (hereinafter referred to as Netcom), Beijing Beijing Creation Technology Co., Ltd. (hereinafter referred to as: Wei Yun creation), Pang Po and Huang Weiyao. The company's acquisition of Netcom and Wei Yun created by the Beijing company are 100% stake in the data limited company (hereinafter referred to as "ERI"). In 2015, the second provisional shareholders' meeting of the company adopted the relevant report of the company's major asset purchase and related transactions report (Draft) and its summary motion in November 26, 2015. Since January 28, 2016, the company has issued monthly announcement on the implementation of major asset purchase and related party transactions in accordance with relevant regulations. The details are detailed in the relevant bulletins published in China Securities Daily, Shanghai Securities Journal, securities times and www.cninfo.com.cn. As of the date of this announcement, the company has paid a total of 236 million 900 thousand yuan to the equity purchase party, which accounts for 95.28% of the total transaction volume of the transaction. According to the agreement of purchase signed by the two sides of the transaction, the transfer of the underlying shares has been completed. According to the financial data, the net profit after deducting the non recurring gains and losses in 2015 is 18 million 888 thousand and 900 yuan, the net profit after deducting the non recurring gains and losses in 2016 is 23 million 110 thousand and 400 yuan, and the net profit after deducting the non recurring gains and losses in the 2017 year is 14 million 470 thousand and 100 yuan, and the performance promise has not been fulfilled.

1. Progress made in resolving equity transfer costs and performance compensation.

In order to properly solve the problems of equity transfer price and performance compensation in the purchase of major assets, the agreement signed by the company and one of the transferor of equity, including cloud creator, Pang Bo and Huang Weiyao, was signed in December 18, 2019.

(1) the main body of agreement signing

Party A: Kai Reed Cmi Holdings Ltd

Party B: Beijing Wei Yun Creation Technology Co., Ltd.

C: Pang pat Ding Fang: Huang Weiyao, because party a can not contact the network regularly, Party A, Party B, C and Ding voluntarily signed the agreement to solve the problem of transfer price and performance compensation.

(two) main provisions

(1) payment and payment

1. according to the purchase agreement, Party A has a 18 million 984 thousand and 400 yuan equity interest rate which has not been paid to Party B. According to the purchase agreement, Erie failed to fulfill its performance commitments. Netting, Party B, C and Ding should pay Party A 42 million 158 thousand and 900 yuan in performance compensation. Therefore, Party B and Beijing Netcom Network Technology Co., Ltd. should also pay 23 million 174 thousand and 500 yuan to Party A. (4125.89-1898.44=2317.45 10000 yuan, hereinafter referred to as 23 million 174 thousand and 500 yuan "difference").

2. Party B shall pay 23 million 174 thousand and 500 yuan to Party A for two working days in signing this agreement.

(2) the rights and obligations of the parties after payment of the balance.

1. after the payment of the difference payment is completed, Party A's share transfer price payable to Party B and net number shall be deemed to have been paid in full after the acquisition of the standing party, and the performance compensation amount of the net number, Party B, Party C and Ding Fang shall be paid to Party a for 42 million 158 thousand and 900 yuan due to the failure to fulfill the performance promise.

2. after the payment of the balance payment is completed, Party A shall exempt Party C and Ding Fang from the personal agreement guarantee liability stipulated in the purchase agreement and relevant documents.

3. in the 1 days after Party B pays 23 million 174 thousand and 500 yuan to Party A, Party C and Ding Fang will assist in transferring all the business documents, such as official seal, certificate, account holder and accounting voucher, to Party A, and Party A will sign on the handover list.

4. after the performance of this agreement, any legal dispute between Party A and Netcom is not related to Party B, Party C and Ding side. Any legal dispute between Party B, C, D and d after the performance of this agreement is not related to Party A.

5. within five working days after the performance of this agreement, Party A is responsible for applying to the court for withdrawal of standing proceedings.

Two, implementation of agreements and major asset purchases and related party transactions

As of the date of this announcement, according to the agreement, Wei Yun created a balance of 23 million 174 thousand and 500 yuan. Since then, the purchase of major assets and related party transactions have been implemented and the performance compensation obligation of the original shareholders has been fulfilled. ,

Three. Progress made by the company in the exercise of shareholder rights.

As of the date of this announcement, the company has withdrawn all the business information from the official seal, certificate, account holder, accounting voucher and so on, and has started the business change work of the legal person, executive director, supervisor and manager of the company. After the completion of the business change, the company will fully resume its control over the standing. The company will withdraw the standing prosecution according to the agreement.

Four, the impact on the company

The implementation of this agreement has fulfilled the control of the company's recovery of the performance compensation from the original shareholders, the restoration of the control of the standing, and the protection of the company's rights and interests to stand up to the maximum extent. It has safeguarded the legitimate rights and interests of the listed company and all shareholders to the maximum extent. After the company recoverable the performance compensation, it will carry out the accounting treatment according to the relevant provisions of the enterprise accounting standards, and is expected to bring 42 million 158 thousand and 900 yuan income to the company in 2019. This data is the provisional estimate data of the company's finance department, and takes the data of the audit report of the company in 2019 as the criterion.

The company will disclose relevant information in time according to the progress of the industrial and commercial changes and the withdrawal situation.

Notice hereby.

Kerid Cmi Holdings Ltd

December 19, 2019