Dezhan Health (000813): Progress In The Implementation Of The Compensation Agreement Of The Share Transfer Agreement

Stock Code: 000813 stock abbreviation: Dezhan health Announcement No.: 2021-080

Progress announcement on the implementation of the compensation agreement of share transfer agreement of Dezhan dahealth Co., Ltd

The company and all members of the board of directors guarantee that the contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.

On November 24, 2021, Dezhan dahealth Co., Ltd. (hereinafter referred to as "the listed company" or "the company") and Merrill Lynch Holdings Group Co., Ltd. (hereinafter referred to as "Merrill Lynch Holdings") and Xinjiang Kaidi Investment Co., Ltd. (hereinafter referred to as "Kaidi investment") and other parties have signed the compensation agreement of share transfer agreement (hereinafter referred to as the "compensation agreement") and the balance compensation agreement. As of December 31, 2021, due to the withdrawal of all the shares of the limited partnership and other procedures for capital distribution, the compensation obligations under the compensation agreement of Merrill Lynch holdings need to be postponed. In order to properly solve the follow-up fund withdrawal of "Bohai trust? Cash treasure cash management type collective fund trust plan" (hereinafter referred to as "cash treasure products") purchased by the company, and urge Merrill Lynch holdings to fulfill its compensation obligations, the company has communicated with Merrill Lynch holdings and relevant parties, Merrill Lynch Real Estate Development Group Co., Ltd. (hereinafter referred to as "Merrill Lynch real estate") provides supplementary safeguard measures. After negotiation and agreement of all parties, Merrill Lynch holdings, caddy investment, Zhang Yong and Merrill Lynch real estate signed the "agreement on confirmation of creditor's rights and debts" with the company. It is agreed that Merrill Lynch will mortgage its 26.5% equity of Hunan yunfenghu investment and Development Co., Ltd. (hereinafter referred to as "yunfenghu company") and the creditor's rights of receivables with loan principal of 113000000 yuan and corresponding interest of Merrill Lynch real estate to the listed company, so as to provide credit enhancement guarantee measures for Merrill Lynch holding compensation obligation. As of the date of this announcement, the company has completed the pledge of 26.5% equity of yunfenghu company and the pledge of receivables creditor's rights of Merrill Lynch real estate with the principal of 113000000 yuan and corresponding interest of yunfenghu company.

1、 Basic information

In 2020, the company purchased cash treasure products issued by Bohai International Trust Co., Ltd. (hereinafter referred to as "Bohai trust"), with an amount of 420 million yuan. As of the date of this announcement, the company 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. According to article 7.1.10 of the share transfer agreement signed by Merrill Lynch holdings, Kaidi investment and other relevant parties on May 13, 2021, Merrill Lynch will assume the relevant compensation obligations of Bohai trust after the trust is overdue. Accordingly, on November 24, 2021, the company signed the compensation agreement of share transfer agreement (hereinafter referred to as "compensation agreement") with Merrill Lynch holdings and Kaidi investment. According to the compensation agreement, Merrill Lynch should pay compensation to the listed company before December 31, 2021. For details, please refer to the progress announcement on Bohai trust (Announcement No.: 2021-074) disclosed by the company in the designated media on November 26, 2021.

II. Implementation progress of compensation agreement

(1) in order to properly solve the follow-up fund withdrawal of cash treasure products purchased by the company, and urge Merrill Lynch holdings to perform its compensation obligations, Merrill Lynch real estate will provide supplementary safeguard measures after communication and consultation between the company and Merrill Lynch holdings and relevant parties. After negotiation and agreement of all parties, Merrill Lynch holdings, caddy investment, Zhang Yong and Merrill Lynch real estate signed the "agreement on confirmation of creditor's rights and debts" with the company. It is agreed that Merrill Lynch will mortgage its 26.5% equity of yunfenghu company and the creditor's rights of receivables with loan principal of 113000000 yuan and corresponding interest to yunfenghu company held by Merrill Lynch real estate to the listed company to provide credit enhancement guarantee measures for the compensation obligation of Merrill Lynch holding company.

The main clauses of the agreement on confirmation of creditor's rights and debts signed this time are as follows:

Article 1 subject claims

1.1 each party under this agreement confirms that, since the effective date of the compensation agreement signed by all parties, the listed company has the right to require Merrill Lynch holdings to pay the outstanding debts of trust interest of RMB 191412286.89 of the remaining principal of cash treasure products to the listed company without any prior procedure, that is, the listed company becomes the creditor of Merrill Lynch holdings, It has the legal and valid creditor's rights of RMB 191412286.89 and corresponding interest to Merrill Lynch Holdings (the "underlying creditor's rights"). The interest calculation formula is: interest = 191412286.89 yuan × 6.1% × Actual days / 365 during the period from September 29, 2021 (inclusive) to actual payment date (excluding).

1.2 Zhang Yong voluntarily undertakes joint and several liability guarantee for all payment obligations (including but not limited to any payment obligation, compensation liability, etc.) of Merrill Lynch Holdings under this agreement. The guarantee period shall be three years after the expiration of the period for performing the responsibilities or obligations of Merrill Lynch as agreed in this Agreement.

Article 2 Realization of the subject claim

2.1 Merrill Lynch hereby irrevocably undertakes and confirms that it shall repay the underlying claims to the listed company before March 31, 2022.

2.2 if Merrill Lynch violates the provisions of this Agreement and fails to pay the target creditor's rights to the listed company on time and in full, the listed company has the right to directly claim compensation from Merrill Lynch in its own name, including but not limited to the exercise of security rights, negotiation, litigation, arbitration or enforcement.

Article 3 compensation of creditor's rights

3.1 Merrill Lynch real estate promises:

(1) on the same day of the signing of this agreement, Merrill Lynch pledged its equity of RMB 76.32 million, accounting for 26.5% of the registered capital, to the listed company to provide pledge guarantee for the obligations of the listed company to require Merrill Lynch to pay all the underlying creditor's rights and other funds under this agreement, The specific rights and obligations shall be stipulated in the equity pledge contract signed by Merrill Lynch and the listed company separately; Merrill Lynch promised that the 26.5% equity of yunfenghu company held by Merrill Lynch real estate did not have any burden of rights, and the articles of association of yunfenghu company and other shareholders did not have any agreement and arrangement on the restriction of such equity pledge;

(2) Merrill Lynch will pledge its receivables with loan principal of RMB 113000000 and corresponding interest to the listed company. If Merrill Lynch collects the accounts receivable in any form, it will be used to pay the amount payable by Merrill Lynch holdings to the listed company under this agreement.

3.2 if Merrill Lynch violates the provisions of this Agreement and fails to pay the target creditor's rights to the listed company on time and in full before March 31, 2022, Merrill Lynch shall contribute RMB 76.32 million to yunfenghu company held by Merrill Lynch before April 10, 2022, The equity accounting for 26.5% of the registered capital and the creditor's rights of loan principal of RMB 113000000 and corresponding interest to yunfenghu company are transferred to the name of the listed company, and the corresponding equity transfer agreement and creditor's right transfer agreement are signed with the listed company unconditionally. The specific transfer price shall be determined on the basis of the asset appraisal results issued by the asset appraisal institution recognized by both the listed company and Merrill Lynch real estate.

3.3 all parties agree that after the equity and accounts receivable of yunfenghu company held by Merrill Lynch real estate are transferred in accordance with Article 3.2, the transfer price payable by the listed company shall be used to offset the same amount of subject-matter creditor's rights payable by Merrill Lynch holdings to the listed company under this agreement, and the listed company does not need to pay any actual payment to Merrill Lynch real estate. Under the premise that the equity of yunfenghu company held by Merrill Lynch and the accounts receivable to compensate the listed company's remaining principal of cash treasure products is 191412286.89 yuan, after necessary internal decision, the listed company transfers all trust interests of cash treasure products to Merrill Lynch holdings, and Merrill Lynch claims Trust Income from Bohai trust on its own, It has nothing to do with listed companies. At that time, after necessary internal decision-making, the listed company shall cooperate with Merrill Lynch holdings to sign relevant agreements on the transfer of trust beneficial rights or trust interests, and assist in completing the relevant procedures for the transfer of trust beneficial rights or trust interests.

3.4 the creditor's rights and debts arising from the transfer of equity and accounts receivable of yunfenghu company shall be handled by Merrill Lynch real estate and Merrill Lynch holdings, and shall not be related to the listed company. After Merrill Lynch has transferred its equity and accounts receivable of yunfenghu company to the listed company, the listed company and Merrill Lynch holdings shall negotiate to determine the amount of debt repayment by Merrill Lynch holdings to the listed company on the basis of evaluation value. The specific amount and form of more refund or less compensation shall be determined by the listed company and Merrill Lynch holdings through negotiation.

(2) withdrawal of Beijing Jinsheng held by Derong capital

Derong capital holds 492.8 million yuan of Beijing Jinsheng limited partnership. According to the compensation agreement, Derong capital shall pay the cash compensation to the listed company by Merrill Lynch with the investment income corresponding to the shares of Beijing Jinsheng. At present, Beijing Jinsheng has entered the exit period. According to the relevant laws and regulations, such as the securities law, Shenzhen Stock Exchange GEM Listing Rules, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies, etc., the company has gradually implemented the plan of reduction of holdings, and carried out liquidation and distribution of investment income in accordance with relevant legal documents such as the partnership agreement and transfer instruction letter.

As of December 16, Beijing Jinsheng held 17923962 shares of Jincheng pharmaceutical, accounting for 4.67% of the total shares of Jincheng pharmaceutical.

(3) the company will actively prepare relevant materials according to the negotiation and trust payment situation, and protect the legitimate rights and interests of the company through legal means in a timely manner.

3、 Other arrangements

In order to guarantee the realization of all the creditor's rights enjoyed by the company to Merrill Lynch Holdings under the agreement on confirmation of creditor's rights and debts,

(1) the company signed the equity pledge contract with Merrill Lynch real estate, and Merrill Lynch real estate provided pledge guarantee for the debtor Merrill Lynch holding's debt performance under the credit and debt confirmation agreement with 26.5% equity of yunfenghu company legally held by Merrill Lynch. (2) The company signed the "accounts receivable pledge contract" with Merrill Lynch real estate. Merrill Lynch real estate provided pledge guarantee for the debtor Merrill Lynch holding's debt performance under the "credit and debt confirmation agreement" with its receivables creditor's rights of loan principal of RMB 113000000 and corresponding interest. (3) The audited net assets of yunfenghu company in 2020 is 1040713601.21 yuan (xiangpengchengzi [2021] no.0006 audit consultation report). At present, the appraisal of equity value confirmation of yunfenghu company is in the process of promotion. As of the date of this announcement, the company has completed the pledge of 26.5% equity of yunfenghu company and the pledge of receivables creditor's rights of Merrill Lynch real estate with loan principal of RMB 113000000 and corresponding interest enjoyed by Merrill Lynch.

4、 Impact on the company

The agreement on confirmation of creditor's rights and debts is a supplementary document to the share transfer agreement, compensation agreement and balance supplement agreement, which is signed according to the above-mentioned relevant agreements. Signing the "agreement on confirmation of creditor's rights and debts" and other relevant agreements is conducive to the measures and mechanisms to guarantee the cashing of trust products. It can further prevent and reduce the loss and risk caused by the delayed payment of trust, reduce the impact on the company's operating performance, and be conducive to maintaining the company's capital security and the rights and interests of all shareholders. Up to now, there is still uncertainty in fully recovering the current and future profits of the company. However, the matter does not affect the company's production and operation activities. The specific amount affected shall be subject to the annual audit results of accountants. The board of directors of the company will urge the management to actively communicate with Bohai trust, implement the cashing matters of the above trust products, and timely fulfill the obligation of information disclosure. Please pay attention to the investment risk of investors.

5、 Documents for reference

1. The agreement on confirmation of creditor's rights and debts signed by the company with Merrill Lynch holdings, Zhang Yong, Kaidi investment and Merrill Lynch real estate;

2. Equity pledge contract signed between the company and Merrill Lynch real estate;

3. Accounts receivable pledge contract signed between the company and Merrill Lynch real estate.

It is hereby announced.

Board of directors of Dezhan dahealth Co., Ltd

December 31, 2012