Dezhan Healthful Settlement Trust Cashes The Shareholders' Four Party Agreement And Pays The Bottom Compensation

Recently, Dezhan health (000813) disclosed the latest cashing progress of Bohai trust and xianjinbao cash management type collective fund trust plan (hereinafter referred to as "trust products") of 420 million yuan. It shows that due to the withdrawal of trust product investment projects, some trust products of the company have been delayed and unpaid.

Therefore, Dezhan health signed relevant agreements with Xinjiang Kaidi Investment Co., Ltd. (hereinafter referred to as "Kaidi investment"), former controlling shareholder Merrill Lynch Holding Group Co., Ltd. (hereinafter referred to as "Merrill Lynch Holdings") and Zhang Yong, so as to take practical actions to protect the rights and interests of small and medium-sized investors of the listed company from losses.

The realization of the trust has not yet been completed, and it still takes time for the payment to be made

According to the health announcement of Dezhan, it was learned from the communication with the trust company that the redemption and redemption of trust products need to be arranged according to the exit situation of the investment project of trust products, the trust property has not been realized on time, and the cashing fund still needs to go through the internal examination and approval procedure, so the trust products of the company have been delayed and not paid.

Prior to that, on September 2, 2020, Dezhan health disclosed the contents of the trust contract in the announcement of purchasing trust products with some temporarily idle self owned funds. According to the announcement, if the trust property is not fully realized due to any reason on the expiration date of the trust plan, the trustee has the right to extend the trust plan to the date when the trust property is fully realized.

According to the previous announcement, since the maturity of trust products on September 24, Dezhan health has recovered 228.5877 million yuan of trust principal and 26.3012 million yuan of investment income, and the remaining trust principal of 191.4123 million yuan has not been recovered, waiting for the further realization of the trust property.

The date of the first purchase of the trust is on September 18, 2019.

At that time, Dezhan Health announced that in order to improve the use efficiency and income level of the company's own funds, on the premise of not affecting the normal operation of the company and controllable risks, Dezhan health and Bohai International Trust Co., Ltd. (hereinafter referred to as "Bohai trust") signed the fund trust contract of Bohai trust cash management type collective fund trust plan, The company uses its own funds of 420 million yuan to purchase cash managed collective funds trust plan (hereinafter referred to as "cash treasure" or "trust products") with a term of 1 year and an expected annual yield of 6.1%.

Protecting the interests of small and medium shareholders through multi-party negotiation

On May 14, 2021, under the background that Kaidi investment is optimistic about Dechan health fundamentals and solid industrial technology foundation, Kaidi investment and Merrill Lynch, the then controlling shareholder of Dezhan health, signed the share transfer agreement. After the transfer, the controlling shareholder of Dezhan health was changed from Merrill Lynch to Kaidi investment, and Merrill Lynch was the second largest shareholder.

In the disclosed "share transfer agreement", the two parties have separately agreed on the above trust products. The listed company purchased the "Bohai trust · cash management type collective fund trust plan" product issued by Bohai International Trust Co., Ltd., with the entrusted financial management amount of 420 million yuan; Purchased the "Zhongrong Xinrui No.1 structured collective fund trust plan" product issued by Zhongrong International Trust Co., Ltd., with the entrusted financial management amount of 400 million yuan.

At that time, Merrill Lynch promised that if the above financial products could not be recovered within 30 working days after the maturity, Merrill Lynch should compensate the listed company with cash or cash equivalent within 30 working days after the occurrence of the above events.

After various consultations, Merrill Lynch took the initiative to shoulder the social responsibility of the major shareholders of the listed company, strictly performed the agreement on share transfer signed with Kaidi investment and other relevant parties, compensated the trust interests that the listed company failed to recover in time, and effectively protected the rights and interests of small and medium shareholders.

On November 24, 2021, Dezhan health, Kaidi investment, Merrill Lynch and Zhang Yong reached an agreement voluntarily and signed the compensation agreement of share transfer agreement. The main content of the agreement is that Merrill Lynch agrees to undertake the compensation liability for the remaining principal of cash treasure products of 191412300 yuan (hereinafter referred to as "compensation") to the listed company, Merrill Lynch is required to pay compensation to the listed company before December 31, 2021.

In this regard, people familiar with securities regulation said that in the process of actual controller change of listed companies, in case of infringement of the rights and interests of small and medium-sized investors, the new controlling shareholder has the responsibility to seek compensation scheme from the transferor on behalf of small and medium-sized shareholders, so as to effectively safeguard the interests of small and medium-sized investors.