At The End Of The Year, Get Some Assets *ST Kerry Assault Shell?

At the critical moment at the end of 2019, *ST Kerry (002072), who had containment pressure, ushered in "reinforcements". On the evening of January 1, 2020, *ST Kerry announced that Shanxi Long Zhi Energy Chemical Co., Ltd. (hereinafter referred to as "Long Zhi energy company") and Ningbo Guang Shi Tian Trading Co., Ltd. (hereinafter referred to as "Guang Shi Tian company") donated more than 200 million yuan of assets to the company. At the same time, Long Zhi energy company, Guang Shi Tian company plans to increase *ST Carre not less than 5% of the stock. Shortly after the announcement, *ST Kerry flashed the letter from the Shenzhen Stock Exchange.

The announcement showed that the twentieth meeting of the seventh board of directors of *ST Kerry was held in December 27, 2019. At that time, it passed the motion on the equity assets and related transactions of the subsidiaries. *ST carry Board agreed that the Long Zhi energy company and Guang Shi Tian company can grant the 98.9% equity interest of Shanxi Long Zhi Property Co., Ltd. (hereinafter referred to as "Long Zhi property company") without compensation and irrevocably to the company's subsidiary, Jingmen de Chi Property Management Co., Ltd. (hereinafter referred to as "De Zhi property company").

Long Zhi property company was founded in November 12, 2019 with a registered capital of 150 million yuan. At present, the main business of Long Zhi property company is to lease the above land use rights and the above ground buildings and structures, and take this as the main source of income. As of November 30, 2019, the total assets of Long Zhi property company were 218 million 39 thousand and 400 yuan, the total liabilities were 18 million 198 thousand and 600 yuan, and the net assets were 199 million 840 thousand and 700 yuan. In November 2019, the operating income of Long Zhi property company was 635 thousand and 600 yuan and net profit was 335 thousand and 600 yuan. Equity relations show that long Zhi energy company invested 20 million yuan, accounting for 13.3% of the registered capital of Long Zhi property company, and 130 million yuan invested by Guang Shi Tian company, accounting for 86.7% of the registered capital of Long Zhi property company.

In December 27, 2019, *ST Kerry received the "business information inquiry form" sent by the Xiangfen market supervision and Administration Bureau of Shanxi province. The enquiry sheet shows that the Long Zhi property company has completed the registration of industrial and commercial alteration, and the current shareholder of the Long Zhi property company has been changed to the German intellectual property company (holding 98.9% shares), Guang Shi Tian company (holding 0.6% stake), and Long Zhi energy company (holding 0.5% stake).

Data show that *ST Kerry in 2017 and 2018 net profit attributable to two consecutive years of loss, in the first three quarters of 2019, the net profit attributable to *ST Kerry achieved -1885 million. If *ST Kerry's net profit is still a loss in 2019, *ST Kerry will face a risk of suspension. And from the time of the free gift of assets, *ST Kerry has a strong sense of assault.

*ST Kerry said that after the completion of the donated equity assets, the company's subsidiary, the German intellectual property company, directly owns 98.9% of the Long Zhi property company. The main business of Long Zhi property company is the rental income of the industrial park, and the annual rental income is not less than 12 million 643 thousand and 700 yuan, which is conducive to improving the management and profitability of the company.

However, *ST Kerry has suffered flaws in the assignee's assets. In addition to the property right certificate of the land use right, the buildings on the ground do not have the property certificate. The audit opinion of the audit report issued by the special audit institution hired by *ST Kerry is an unqualified opinion with the emphasis on matters. It emphasizes that the contents of the item are "as far as the date of the financial report is reported, the real estate company has not obtained the invoice of the agent complex, the permit for the construction plan, the final accounts and the house property right certificate".

In the letter of concern from the Shenzhen Stock Exchange, *ST carry is required to explain the book value and the proportion of property defects in the donated assets, as well as the progress in the management of the certificate of title, and the expected completion time.

The Shenzhen Stock Exchange pointed out that the total assets involved in the donation amounted to 218 million yuan, exceeding *ST 50% of audited total assets in 2018. According to Article 9.3 of the listing rules, *ST Kerry should submit the transaction to the shareholders' meeting for consideration. In the absence of shareholders' meeting, *ST carry handled the transfer of donated assets in December 27, 2019. The Shenzhen Stock Exchange requested *ST Kerry to combine the accounting standards of enterprises and the shareholders' meeting to consider the donation cases, and to show the specific time period of the specific confirmation period of donation related accounting items and the scope of the donation targets incorporated into the consolidated statements of the company.

It is worth mentioning that, Long Zhi energy company, Guang Shi Tian company plans to complete the industrial and commercial changes from the above grant to equity investors within 12 months, by the asset grant party or its concerted persons through the agreement transfer, bulk trading, centralized bidding and other legal way to increase the stock of not less than 5% of *ST's total share capital.

The Shenzhen Stock Exchange asked *ST Kerry to explain whether there is a relationship between Long Zhi energy company, Guang Shi Tian company and its main shareholders, Dong Jian high, whether there is an undisclosed transaction arrangement, whether Long Zhi energy company, Guang Shi Tian intends to increase its stake in the company, whether the two parties constitute a consistent action relationship after holding the company's shares, and whether to seek the position of the controlling shareholder of the company in the future.

For the company's related issues, the Beijing Commercial Daily reporter called *ST Kerry's office, but no one answered the phone before the press release.