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*ST Kerry (002072): Reply To Enquiry

2020/1/13 10:07:00 0

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*ST Kerry Kai Reed German Cotton Shares Textile Stocks The Latest Announcement

Stock Code: 002072 securities short: *ST Kerry announcement number: 2020-L003

Kerid Cmi Holdings Ltd announcement on reply to Shenzhen stock exchange inquiry letter

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement. There is no false record, misleading statement or major omission. Kerid Cmi Holdings Ltd (hereinafter referred to as "Kai Reed" or "company") received your letter of concern letter to Kay Reed and Cmi Holdings Ltd on December 27, 2019 (concern letter of small and medium board [2019] 456th]. The company immediately studied and verified the problems in the letter concerned.

1, explain the basic situation of Qian Yuan's red rise, including the composition of shareholders, main business, the main financial situation since its establishment, and so on. Whether the major shareholders and actual controllers are related to the potential controllers of listed companies and listed companies (if any), is the company specially established to undertake the disposal of shares by your company? Ask lawyers to check and express their opinions.

Reply:

(1) the basic situation of Qian Yuan Hong Sheng

Beijing Qian Yuan Hongsheng Business Consulting Co., Ltd. (hereinafter referred to as "Qian Yuan Hongsheng") has a registered capital of 100 thousand yuan, funded by Du Laibin, a natural person, and Du Laibin holds a 100% stake, which is the actual controller of Qian Yuan Hong Sheng. The business scope of Qian Yuan Hong is business management consulting, economic and trade consultation, undertaking exhibition exhibition activities, organizing cultural and artistic exchange activities (excluding performances), conference services, enterprise planning, and market research. Qian Yuan hung was established in July 11, 2019. At present, one of the main businesses of the company is to acquire the assets at a low cost and obtain the assets disposal income. According to the main financial data up to November 30, 2019, Qian Yuan rose up to 5 million 174 thousand and 300 yuan in total assets, net assets of -0.15 million yuan, operating income of 679 thousand and 600 yuan, and net profit of -0.15 million yuan.

(2) is there a correlation?

There is no correlation between Qian Yuan Hongsheng and its shareholders, the actual controller Du Laibin and the company (the company does not have the actual controller). Qian Yuan Hong is the main body of the market-oriented operation, the business model is mature, the purpose of purchase is clear, the scope of acquisition assets is clear, and there is no special purpose of establishing a legal entity to undertake the company's intention to dispose of shares.

The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

2, according to the announcement, most of your company's recent disposal of subsidiaries or sun company are in a negative situation of loss or net assets. If you want to increase your main business and set up the purpose, the company will explain the reason and reasonableness of the purchase of the relevant shares by Yuan Yuan Hongsheng at 0 yuan, and whether the relevant transaction pricing is reasonable and fair. Ask lawyers to check and express their opinions. Reply:

Serial number

Serial number	Corporate name	Net assets (unit: yuan)	Transfer consideration (unit: yuan)	The reason and rationality of buying and selling shares at a low price and commercial essence	Is the pricing of related transactions reasonable and fair?
One	Tianjin German cotton	Seven million two hundred and fifty-three thousand three hundred and sixty-five point seven one	One	There are defects in the sale of equity assets, and the transferee can take over the equity assets at the price of 1 yuan, and can take risks at very low operating costs and appropriate liability obligations to win the upgrading of equity value in liquidation, debt restructuring and equity consolidation.	天津德棉按照1元對價進行對外出讓，價格合理、公允，理由如下： 1、雖根據18年報表數據天津德棉凈資產為725萬，但天津德棉在18年年度審計時已經處于失控狀態，該數據系能18年期間處于控制階段所體現的凈資產數額，截至資產處置日，天津德棉處于失控狀態下，是否還擁有725萬尚不確定，極大可能已完全貶值或虧損完畢； 2、雖天津德棉在控制狀態下報表顯示還有725萬的凈資產，但其中345萬系對外投資的深圳市信融財務投資管理有限公司5%的股權，因深圳市信融財務投資管理有限公司屬于P2P公司，目前處于清算狀態，公司預計無法收回該筆投資款，剩余的380萬元主要系以前年度礦業業務往來形成的其他應收，賬齡較長且天津德棉處于失控且多年未營業，款項基本難以收回； 3、公司對投資的天津德棉已失去控制，且其股權被查封、凍結狀態，公司無法對其進行控 The investment in Tianjin de cotton has not been recovered. In summary, the company transfers its 1 yuan reasonable and the price is fair.

Two

Bao Yu Feng

-1205783.44

One

Three	Sheng Tong Heng An	-118004.29	One	By the end of 2018, the net assets of Sheng Tong Heng were -12 million, net profit was negative, and since 2018, the annual trial has been out of control, the shares have been sealed up and frozen, and the business sites are also currently sealed up. Therefore, the company's net assets are negative assets transferred to 1 yuan, and the pricing is fair and reasonable.
Four	Shenzhen Express	-3216490.71	One	By the end of 2018, Shenzhen's net assets were -322 million, net profit was negative, and it was out of control at present. Therefore, the net assets of the company are negative assets transferred to 1 yuan. The price is fair and reasonable.
Five	Huoerguosi	-386291.70	One	By the end of 2018, Shenzhen's net assets were -39 million, net profit was negative, and since 2018, the annual trial has been out of control, so the company's net assets are negative assets transferred to 1 yuan, pricing is fair and reasonable.
Six	Xinjiang German cotton	-	One	The company holds 40% stake in Xinjiang de cotton, and the company has no effect on Xinjiang de cotton. As of December 31, 2017, it has accumulated a deficit of 26 million 758 thousand and 600 yuan. The company has a 40% stake, corresponding to a loss of 10 million 703 thousand and 400 yuan. According to the company's accounting transfer long-term equity investment equity method, the company has invested 8 million yuan in all its losses. The company's current net assets of its long-term equity investment are 0, and 2 million 703 thousand and 400 yuan loss has not yet been confirmed, and its shares are sealed and frozen. Therefore, the company's loss assets are transferred to 1 yuan, which is fair and reasonable.
Seven	Bo Yuan fund	-	One	The company has a 50% stake in the Bo Yuan fund, but in 2019 the company had no effect on it. As of December 31, 2018, the cumulative loss of the yuan yuan fund was 10 million 257 thousand and 800 yuan, and the company held 50% stake corresponding to a loss of 5 million 128 thousand and 900 yuan. In accordance with the accounting transfer of the company's long-term equity investment equity method, the company's investment of 5 million yuan has already been completed. The company's current assets account for 0 of its long-term equity investment, and a 128 thousand and 900 yuan loss is not yet known.

Therefore, the loss of assets of the company is transferred to the foreign company for 1 yuan, and the price is fair and reasonable.

The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

3. In addition to the disclosure agreement in the relevant announcements, please indicate whether there are other agreements or transaction arrangements between Qian Yuan Hong and its associated parties with your company or your company's affiliates, including, but not limited to, the extra consideration payment, the terms of sale and so on. Ask lawyers to check and express their opinions.

Reply:

In addition to the agreement disclosed by the company on the Internet, there is no other agreement or transaction arrangement between the Hongyuan Hongsheng company and its affiliates and the company and its affiliates, and there is no extra payment or sale terms.

The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

4. According to the announcement, many of the subsidiaries sold by your company are currently in a state of pledge, freeze or out of control. Please indicate whether the ownership defects or the out of control situation of the relevant stock rights constitute a barrier to equity transfer, and whether the rights and obligations of your company have really shifted. Ask lawyers to check and express their opinions.

Reply:

First of all, the shares of the sun, son and equity companies transferred by the company are in pledge, seizure or out of control state, which will affect the registration of industrial and commercial registration of shares, and can not transfer ownership in a short time, but it does not affect the shareholders' rights of the company as a shareholder of a subsidiary. It does not restrict the sale and transfer of shares held by shareholders as shareholders.

Secondly, according to the relevant equity transfer agreement signed by the company and the transferee of the shares, Beijing Qian Yuan Hongsheng Business Consulting Co., Ltd. (hereinafter referred to as "Qian Yuan Hongsheng"), the agreement has already informed the relevant transferee, Qian Yuan Hong, about the risks and conditions of the assets, such as pledge, seizure or out of control, of the assets sold by the company. On this basis, the equity transfer agreement between the company and the transferee of the equity agreement has been clearly agreed in the agreement.

1, the company holds 100% of Tianjin de cotton Mining Co., Ltd., 51% of Beijing Sheng Tong Heng Technology Co., Ltd., and 100% of the 100% equity interests of Shenzhen Baoyu Feng Technology Co., Ltd. all shareholders' rights, obligations, responsibilities, risks and remuneration are irrevocable, irrevocable and irrevocable transferred to Qian Yuan Hong Sheng.

2, all shareholders' rights, obligations, responsibilities, risks and remuneration of the Huoerguosi Kerry Technology Co., Ltd. are irrevocable, irrevocable and irrevocable transferred to Qian Yuan Hong Sheng.

3, all shareholders' rights, obligations, responsibilities and risks and rewards of the Shenzhen de Mian Bo Yuan fund management Co., Ltd. and Xinjiang de Mian Mining Co., Ltd. are transferred to Qian Yuan Hongsheng irrevocable, irrevocable and irrevocable.

4, all shareholders' rights, obligations, responsibilities, risks and remuneration of the Internet internetwork (Shenzhen) network technology development Co., Ltd. are transferred to Qian Yuan Hongsheng irrevocable, irrevocable and irrevocable.

5. After the agreement of the equity agreement is agreed, Qian Yuan Hong Sheng shall not recover the company's profits and losses arising from the transfer of shares.

In conclusion, although the above shares have defects in equity transfer, the company is no longer entitled to shareholders' rights and obligations of the above shares, and is entitled to the risks arising from the above shares and the remuneration arising from the above shares based on the equity transfer agreement signed by both parties. The rights and obligations of the company have been transferred.

The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

5, please explain in tabular form the accounting treatment of your company before the transfer, the specific accounting treatment during the transfer, and the impact on the net profit and net assets of your company. Combined with the ownership defects or out of control cases that may not be transferred after the transfer of relevant equity, it is explained whether the termination of the relevant equity assets is consistent with the relevant provisions of the enterprise accounting standards. Ask the accountant to express his views on the above matters.

Reply:

Serial number

Serial number	Corporate name	Shareholding ratio	Accounting before transfer	Accounting treatment in transfer	Impact on net profit of company	Impact on company net assets	Whether the termination of the relevant equity assets is in conformity with the relevant provisions of the enterprise accounting standards?
One	Tianjin German cotton	100%	Before transferring, it has been out of control, no longer included in the consolidated financial statements, and has been reclassified to other equity instruments for accounting.	To reduce other equity instruments and rush back to the previously recognized gains and losses	-7253365.71	-7253365.71	According to the accounting standards for enterprises, the termination of financial assets refers to the transfer of previously recognized financial assets from their balance sheets. Financial assets meet one of the following requirements: they shall be terminated: 1., the contractual right to collect cash flow of the financial assets shall be terminated. 2. the financial asset has been transferred and the transfer meets the requirements for termination of this standard.
Two	Bao Yu Feng	100%	Incorporated as a subsidiary	To recover the gains and losses recognised in the previous year	One million two hundred and five thousand seven hundred and eighty-three point four four	One million two hundred and five thousand seven hundred and eighty-three point four four

Three	Sheng Tong Heng An	51%	Before transferring, it has been out of control, no longer included in the consolidated financial statements, and has been reclassified to other equity instruments for accounting.	To recover the gains and losses recognised in the previous year	One hundred and eighteen thousand and four point two nine	One hundred and eighteen thousand and four point two nine	In accordance with Article 1, the agreement signed between the company and the transferee of the equity agreement has clearly agreed that after the completion of the transfer of shares, the company will no longer enjoy the rights of the corresponding shareholders, and no longer bear the obligations of the corresponding shareholders. Therefore, the company will no longer enjoy the rights and benefits of the shareholders of the transferred equity assets. At the same time, although the transfer of shares in the company is out of control and the stock ownership is closed, the transfer of stock rights can not be realized. However, according to the accounting standards for enterprises, the provisions on the transfer of financial assets concerning the termination of financial assets are: when judging whether the transfer of financial assets leads to the termination of financial assets, enterprises should assess to what extent they retain the risks and rewards of ownership of financial assets. When an enterprise transfers almost all risks and rewards on the ownership of financial assets, it shall terminate the recognition of the financial asset and separate the rights and obligations arising or retained in the transfer into assets or liabilities. In view of the fact that the transfer agreement of the company in the transfer of such equity assets has clearly stipulated the rights and obligations of the equity, and the risks of the creditor's rights and debts of the enterprise are borne by the transferee, the company's termination of the relevant equity assets is in conformity with the relevant provisions of the enterprise accounting standards.
Four	Shenzhen Express	100%	Before transferring, it has been out of control, no longer included in the consolidated financial statements, and has been reclassified to other equity instruments for accounting.	To recover the gains and losses recognised in the previous year	Three million two hundred and sixteen thousand four hundred and ninety point seven one	Three million two hundred and sixteen thousand four hundred and ninety point seven one
Five	Huoerguosi	100%	Before transferring, it has been out of control, no longer included in the consolidated financial statements, and has been reclassified to other equity instruments for accounting.	To recover the gains and losses recognised in the previous year	Three hundred and eighty-six thousand two hundred and ninety-one point seven zero	Three hundred and eighty-six thousand two hundred and ninety-one point seven zero
Six	Xinjiang German cotton	40%	Joint venture, long-term equity investment equity method accounting	Book value is zero, transfer to zero, no accounting processing.		Zero
Seven	Bo Yuan fund	50%	Joint venture, accounting for long term equity investment rights and interests	Book value is zero, transfer to zero, no accounting processing.		Zero

Because the company has not yet hired an annual accounting firm, the company has not yet obtained the opinion of the accountant. The company will hire the accounting firm as soon as possible and invite the accounting firm to give an opinion after the invitation.

6, in accordance with the principle of cumulative calculation, combined with the transfer of assets involved in total assets, operating income, net profit, transaction volume and profits generated by transactions, and other indicators, whether the above transactions need to be submitted to the shareholders' meeting for consideration. Ask lawyers to check and express their opinions.

Reply:

According to the principle of cumulative calculation, it is estimated that the total assets, operating income, net profit, transaction volume and profits generated by the transfer of shares in the company's board of directors are within the purview of the company's board of directors.

(1) the company's transfer of equity assets is as follows

Serial number

Serial number	Corporate name	total assets	Net assets	Business income	Net profit	Transaction consideration	Profit generated (estimate)
One	Tianjin German cotton	Thirteen million fourteen thousand nine hundred and fourteen point two three	Seven million two hundred and fifty-three thousand three hundred and sixty-five point seven one	Zero	Zero	One	Zero
Two	Bao Yu Feng	Fifteen million six hundred and fifty-one thousand seven hundred and thirty-five point six eight	-1205783.44	Zero	-6187.12	One	Six thousand one hundred and eighty-seven point one two
Three	Sheng Tong Heng An	Twenty thousand one hundred and ninety-three point six six	-118004.29	Zero	-117410.80	One	One hundred and seventeen thousand four hundred and ten point eight zero
Four	Shenzhen Express	Six million fifteen thousand three hundred and twenty-four point three six	-3216490.71	Zero	-753786.34	One	Seven hundred and fifty-three thousand seven hundred and eighty-six point three four
Five	Huoerguosi	One million seven hundred and thirty-seven thousand seven hundred and ninety-one point three nine	-386291.70	Zero	-149829.59	One	One hundred and forty-nine thousand eight hundred and twenty-nine point five nine
Six	Xinjiang German cotton	Forty-nine million eight hundred and twenty-six thousand nine hundred and eight point one nine	One million six hundred and fifty-one thousand one hundred and forty-three point one six	-	-11228.69	One	Zero
Seven	Bo Yuan fund	Three hundred and fifty-nine thousand nine hundred and ninety-one point six one	-4184066.26	-	-1456322.74	One	Zero
Total		Eighty-six million six hundred and twenty-six thousand eight hundred and fifty-nine point one one	-206127.52	-	-2494765.28	Seven
Data of Listed Companies in 2018		Four hundred and thirty-four million three hundred and thirty-one thousand seven hundred and forty-five point four nine	-189474492.42	Twenty-five million thirty-five thousand five hundred and eighty-one point two eight	-250224489.63		-250224489.63
Proportion		19.94%	0.11%		1%	0%	-1.97%

(2) index analysis

According to the stock listing rules of the Shenzhen stock exchange, the total assets, operating income, net profit, transaction amount and transaction profit of the assets sold by the enterprise are accounted for by the shareholders of the general assembly in the latest accounting year of the listed company. The audited assets, net assets, operating income and net profit exceed 50%. The above assets are calculated according to the above table data. According to the cumulative value calculated, the indicators are not more than 50% of the audited assets, net assets, operating income and net profit of the listed company in the latest accounting year (that is, the year 2018), so there is no need to mention.

Consideration of shareholders' meeting.

The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

7, according to the announcement of the debt repayment agreement with the creditors, the China Kai Tong Limited company (hereinafter referred to as "Zhongkai Tong") was granted the claim from Hangzhou Xuan Tang Industrial Co., Ltd. in December 26, 2019.

To sign a relevant agreement with your company, you will be exempt from your company's obligations of paying 18 million yuan and interest. Please explain your company's specific time, business background, book value and actual payment amount of debt formation. The reason why the company's creditor's rights have been granted to you in the early stage is the reason why the company has reached a debt restructuring agreement with your company at the current time. Whether the main shareholder and the actual controller are related to the potential actual controllers of listed companies or listed companies is whether or not they are specially established for the purpose of this debt restructuring. Ask lawyers to check and express their opinions.

Reply:

(1) ask your company to explain the specific time, business background, book value and actual payment amount of the debt formation. According to the judgment of 9463 people's Court of Zhejiang 0109 people's Court of Xiaoshan district (9463), the debt formation process of the company is as follows: in August 25, 2014, defendant Kay Reed issued a commercial acceptance bill to the defendant Zhejiang Yifu Holding Group Co., Ltd. (hereinafter referred to as "billion rich company"), the payer was Kerid, the payee was a billion dollar company, the amount of the invoice was 20 million yuan, and the date of issue was August 25, 2014, and the maturity date of the bill was February 24, 2015. The company has transferred the endorsement of the above bills to the plaintiff, Hangzhou Xuan Tang Industrial Co., Ltd. (hereinafter referred to as "Xuan Tang industry"), but Kerid refused to fulfil the obligation to pay the bill. After that, Xuan Tong industry appealed to the court. After trial by the court of first instance and second instance, the Kay Reed and Yifu company paid 20 million yuan for the industry, and the compensation was calculated on the basis of the same period loan benchmark interest rate announced by the people's Bank of China from February 27, 2015 to the actual payment date. Details of the announcement of the company's announcement on April 10, 2019 in http://www.cninfo.com.cn. The company confirmed the debt according to the verdict, but because of its difficulty in operation and lack of funds, the company did not repay the sum to Xuan Tang industry after the decision. (2) the reasons why the company's creditor's rights were granted to you in the early stage, and the reasons and reasonableness of the debt restructuring agreement with your company at the current time point.

(1) introduction of China's opening up

中啟通達系由自然人王玉立先生2018年6月份獨資設立，注冊資本10000萬人民幣，經營范圍為：銷售食品；道路貨物運輸；工程勘察；工程設計；電力供應；技術服務、技術轉讓、技術開發、技術推廣、技術咨詢；承辦展覽展示活動；經濟貿易咨詢、教育咨詢、企業策劃；企業管理；軟件咨詢；市場調查；會議服務；設計、制作、代理、發布廣告；包裝服務；翻譯服務；工藝美術設計；組織文化藝術交流活動（不含演出）；珠寶、古玩、字畫、藝術品、收藏品鑒定活動；出租辦公用房、出租商業用房；從事房地產經紀業務；物業管理；房地產開發；銷售本企業開發的商品房；建設工程項目管理；新能源、電力、風力、節能、太陽能、天然氣、生物質、可再生能源的技術開發；供熱服務(燃煤燃油熱力生產除外)；施工總承包、專業承包、勞務分包;租賃建筑工程機械設備 Urban landscaping services; family labor services; sales of machinery and equipment, plastic products, daily necessities, metal products, instruments and meters, furniture, household appliances, timber, rubber products, automobiles and accessories, hardware and electricity (excluding electric self propelled).

Car, cosmetics, household appliances, sanitary products, needle textiles, computers, hardware and software, auxiliary equipment, chemical products (excluding dangerous chemicals), electronic products, stationery, warehousing services. (enterprises shall independently choose their own business projects and carry out business activities; sell food, road freight transportation, engineering investigation, engineering design, power supply and projects approved according to law, and carry out business activities according to the approved contents after approval by the relevant departments; they shall not engage in business activities that prohibit or restrict such industrial policies. From the above business scope, we know that Zhongkai Tong has a wide range of business and is engaged in various kinds of business, involving business consulting, management, planning, market research and so on; economic and trade categories, engineering construction, engineering design, culture and education, transportation and so on; antique calligraphy and painting; real estate business, rental housing, property management and so on; energy, wind power, electricity and so on.

Reasons and rationality of the creditor's rights of the transferee company

As the main body of the independent legal entity, the company's creditor's rights are the logic judgment of the company's own internal decisions and the investment of the commercial non-performing assets. Because of the reasons for commercial confidentiality, the company did not provide the company with relevant information about the creditor's rights, including the transferee consideration and so on. The company has been actively negotiating debt reconciliation with all creditors, expecting to get the support and understanding of creditors, reduce the debt pressure of listed companies and lighten the burden of listed companies. It did not achieve breakthrough until 24 in October 2019, and reached a settlement with one of the creditors in accordance with 10% of the total debt. The company's October 26, 2019 announcement on the debt settlement agreement with creditors (2019-L098) was disclosed in detail. Although the company has made great efforts to promote debt reconciliation with all creditors, it has not been able to achieve the desired results because of the difficulties in the operation of the listed companies. As of December 26, 2019, the company's asset injection plan has not yet been able to land. In 2019, the company realized turning losses into profits and net assets turning losses into positive risks. Under such circumstances, considering the company's operating difficulties, insolvency, continuous losses and the risk of stock delisting, Zhongkai Tong agreed to conclude debt restructuring agreement with the company in December 26, 2019. (3) whether the main shareholders and actual controllers of the company are related to the potential actual controllers of listed companies and listed companies, if they are specifically established for the purpose of this debt restructuring. There is no relationship between the shareholder and the actual controller of Mr. Wang Yuli and the company. The lawyer's opinions are detailed in the legal opinions submitted by the law firm.

8. Other matters your company thinks should be explained.

Reply:

If the company has nothing else to declare, the company will strictly abide by the laws and regulations of the state, the stock listing rules of the stock exchange and the guidelines for the standardized operation of the listed companies of small and medium-sized enterprises, so as to be honest, trustworthy and standardized, and fulfill the obligation of information disclosure in a serious and timely manner. Notice hereby.

Kerid Cmi Holdings Ltd

January 10, 2020