*ST Kerry (002072): Two Shareholders Receive 277 Million Yuan Receivables.

In December 24th, *ST announced the announcement of the notice on related transactions of subsidiaries, which disclosed that Zhang Peifeng, the second largest shareholder of the company, was going to undertake 277 million yuan receivables from the company's Shandong cotton Group Co., Ltd., and the board of directors of the company intends to submit the matter to the shareholders' meeting for deliberation. "002072.SZ"

According to the progress of the related party transactions disclosed by *ST Carey, in December 20, 2019, the company received the Baoding Dingsheng international trade (Beijing) Limited, which is controlled by the company director Wang Jian and Wang Yat Sheng, and the transfer of the above creditor's rights paid by Zhang Peifeng on behalf of the company's shareholders, holding 3% of the company's shares. The cost of the transfer of the claim to the company broke the situation that the company had not been able to recover the balance of the sale of the assets owed by the German cotton group for a long time, and maintained the interests of the company and its shareholders. After receiving the item, the company would offset the surplus of the receivable assets transferred to the Beijing cotton group.

In response to the above matters, the management of small and medium-sized board companies issued a letter of concern, asking the company to disclose the following items after verification:

1, require *ST carry to confirm the 277 million yuan receivables of the German cotton group, whether the relevant receivables meet the asset recognition conditions, and require the accountant to make clear opinions.

2, Zhang Peifeng made a commitment to pay debt in 2017, after which he failed to fulfill his promise for a long time. It is required to explain the specific background and reasons for its debt undertaking at the current time in the light of the reasons for its failure to fulfill its promise for a long time.

3, Zhang Peifeng is currently detained in the detention center of Jinhua, Zhejiang Province, and has been listed as a restricted consumer by a number of courts. It is required to combine the specific causes of the coercive measures taken, the latest progress of the case, the status of personal assets, the indebtedness, the situation of being restricted by the court by the court, the commitments made by the other third parties (if any), the credit of the bank or financial institutions, if there is any other credit enhancement measures or performance guarantee measures, to show whether it has the ability to perform the contract. The independent directors are required to verify the above matters and express their opinions, requiring lawyers to make clear opinions.

4, Zhang Peifeng is required to clarify whether his payment commitment is an irrevocable and irrevocable undertaking, requiring lawyers to make clear opinions.

5, it is required to explain why the shareholders holding *ST Carrey's 3% shares, Baoding Dingsheng international trade (Beijing) Company (hereinafter referred to as "Baocheng Dingsheng") pay 27 million 720 thousand yuan for Zhang Peifeng's behalf to ensure whether the heyday will continue to assume the responsibility of paying the remaining debts. Whether there are other undisclosed agreements or transaction arrangements between Zhang Peifeng, *ST Kerry and Baocheng Sheng Sheng and its shareholders Wang Jian and Wang Xuanzhe, is there any other undisclosed relationship or concerted action relationship? Lawyers are required to make clear opinions on the above matters.

6. According to *ST carry's submission statement, the transfer of creditor's rights does not affect profit and loss and does not affect net assets. It requires accountants to express their opinions on the specific accounting treatment of received funds and future payments. If the above issues are considered and approved by shareholders' general meeting, it is required to explain the specific method and basis for *ST Kerry to prepare bad debts for the accounts receivable at the end of this year's accounting and subsequent accounting year, and require accountants to express their opinions.

7, it is required to explain why the *ST carry board submitted the motion on the subsidiary related transaction matters (two) to the shareholders' meeting for consideration, whether it was in conformity with the relevant provisions of the company law, the articles of association and the rules of procedure of the shareholders' meeting. Lawyers are required to verify and express opinions on the above matters.