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*ST Middle Velvet (000982): Cancel Two Investment Proposals Before Receiving Enquiry Letter

2020/3/4 10:31:00 153

*ST VelvetCashmere IndustryTextile StocksThe Latest Announcement

Stock Code: 000982 securities short: *ST velvet notice number: 2020-20

Ningxia BOC cashmere Limited by Share Ltd, Ministry of communications, Ministry of communications, letter of concern, [2020] reply No. thirty-third

All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.

The Limited by Share Ltd of Ningxia Bank of China (hereinafter referred to as "company" or "our company") has received the letter from the Shenzhen securities and Exchange Company management department about the concern about Ningxia's cashmere industry Limited by Share Ltd (company's letter of concern 2020 [thirty-third]).

First, the development of the main business of your company after the completion of the bankruptcy reorganization, including the specific contents, the main body and the way of development, and whether the follow-up business development plan and specific arrangements are matched with the business plan stipulated in the draft of the company's reorganization plan. The reasonableness and necessity of your company's investment in Securities and the establishment of a limited partnership outside the country are compatible with the business plan specified in your draft reorganization plan.

Reply:

1, the development of the main business of your company after the completion of the bankruptcy reorganization, including the specific contents, the main body and the way of development, and whether the follow-up business development plan and specific arrangements are matched with the business plan stipulated in the draft plan of your company's reorganization plan.

The company implemented bankruptcy reorganization in 2019, and the production plant and equipment in the company have been stripped completely. The business unit (subsidiary) has retained two trade companies, Eastern cashmere and Jiangyin velvet. In the draft plan approved by the court, the management plan formulated by the manager is positioned in combination with the company's resource conditions, capabilities and advantages, the characteristics of its industry and the competitive situation of the industry. The company's future operation will take the return of cashmere's main business as a strategic fulcrum, rectify the resource mismatch, and reshape the core competitiveness of the company's industry. After completing the divestiture, it has become a light asset operation listed company providing supply chain service for cashmere textile industry, controlling the supply of the original velvet, and building a high end.

Cashmere raw materials, yarn and fabric brand.

The short term business plan (-2021 2020) stipulated in the draft reorganization plan is: in the light of the current situation and market demand of the industry, short-term operations are mainly controlled by the supply of the original velvet and cashmere related products trade. Increasing the purchase of raw materials and leading the raw material market is the key to the recent operation. The company will quickly recover the large-scale purchase of raw materials such as cashmere and so on with the advantage of capital, and form a certain market control power at the raw material end, control the purchasing cost of the company and form a cost advantage. Japan, Kampuchea and other countries have established a relatively complete international sales network and marketing system to quickly restore the cooperative relationship between the relevant customers and achieve the rapid growth of the main business. The middle and long term operation (after 2022) stipulated in the draft reorganization plan is: on the basis of controlling raw materials, the company will start building high-end brands from raw materials, yarn and fabrics, so as to achieve the purpose of expanding business scale and increasing operating profit. We should increase R & D investment, internal and external cooperation, talent introduction and technological research and development, establish a R & D system of integration of industry, University and research, realize the medium and long term goals of mastering key technologies and building high-end brands, and create a truly raw material, yarn and fabric brand with continuous industrial upgrading capability and quality control capability. Construction of textile Internet production platform. In order to carry out the business plan stipulated in the above reorganization plan, the company mainly carries out its business from two aspects: first, based on the retention of two trade companies, cashmere and Jiangyin velvet, using the company's original high-quality end customers to carry out trade in cashmere and other products. The business mode is mainly based on the combination of FOB and CMT. For the customer orders located outside the production base, the main body of the business is Eastern cashmere. For the customer orders in the territory of the production base, the main body of the business is Jiangyin velvet, and the two business units cooperate with each other to meet the order needs of the relevant customers. Two, in the supply chain service business of cashmere, we provide supply chain services for cashmere enterprises, including upstream upstream supply and downstream products sales. Among them, upstream upstream supply, the company will introduce funds from strategic investors and intend to enter into joint ventures with third parties through this reorganization. To help local cashmere enterprises to purchase raw materials and form cost advantages in a large scale, the downstream products will be sold on the basis of many years of experience.

China, Italy, the United States, Japan, Kampuchea and other relatively complete international sales network and marketing system, Unicom related needs of cashmere enterprises. After the completion of the reorganization, the company set up the cashmere business unit, and carried out cashmere trade and cashmere supply chain service through the eastern cashmere and Jiangyin velvet company according to the business plan stipulated in the draft reorganization plan. However, after half a month of reorganization, the company entered the new year's cycle, the time window for the upstream and downstream enterprises to start up and did not collect and store the cashmere raw materials, and the recent impact of the new crown virus epidemic. The overall industrial chain inside and outside the industry was affected. As a result of the overall compression, its demand and cooperation intention declined significantly, and the company's policy of collaborative cooperation will lead to a major crisis in the main local cashmere enterprises supplying cashmere raw materials. The above factors have accumulated, resulting in the business development of cashmere business has been affected and restricted.

With the outbreak of the disease and the cashmere storage period approaching, coupled with the recent intensive economic support policy, it is expected that the cashmere industry will gradually warm up and the demand is expected to be properly released. The company will continue to promote cashmere trade and cashmere supply chain service business, that is, based on the regional cashmere trade and cashmere supply chain services, actively adjust and perfect the cashmere business mode and timely. To promote the cooperation of cashmere industry outside the region, we will continue to complete the related work of cashmere business in accordance with the reorganization plan.

2, the reasonableness and necessity of your company's securities investment and the establishment of a limited partnership outside the country, whether it matches your business plan of the company's reorganization plan, and whether it may affect the development of your company's main business.

After the completion of the reorganization, the company set up the cashmere business unit, and carried out cashmere trade and cashmere supply chain service through the eastern cashmere and Jiangyin velvet company according to the business plan stipulated in the draft reorganization plan. However, due to the pressure of economy and industry downfall, the demand for supply chain business of cashmere trade, upstream and downstream enterprise orders and industry needs to be guided and restored for a certain time.

Based on the current overall economic environment and industry development, based on the development of cashmere products and supply chain services, the company intends to make use of resources such as the company itself, financial institutions, controlling shareholders and other resources.

Through its own development and cooperation with joint venture and joint venture, we should actively focus on, excavate, and try opportunities and opportunities such as cooperation and investment within and outside the industry under the circumstances of controllable risks, with a view to acquiring and fostering new profit growth points for the company and enhancing the company's sustainable development ability. Specifically, (1) giving priority to protecting the company's cashmere business in accordance with the reorganization plan. In the short term, we plan to use the idle funds to carry out the securities investment business and invest in the products with good liquidity and liquidity, which will increase the profits of the company. (2) at the same time, we should focus on the medium and long term development, and actively look for the underlying assets with high growth and excellent performance both inside and outside the industry, and invest and integrate high-quality assets through the establishment of funds or direct investment. To broaden the company's profit growth point and continuously enhance the company's sustainable development capability.

To this end, the company actively plans and promotes relevant work. In February 18, 2020, it disclosed the motion on securities investment and the establishment of Beijing Yan Han technology investment management partnership (limited partnership) jointly adopted by the seventh board of directors at its Sixteenth Meeting in February 18, 2020. After the disclosure of relevant bills, on the basis of feedback from all sides, based on more prudent and security considerations, the board of directors of the company decided to decide not to submit the motion for securities investment and the establishment of a partnership business to the first provisional shareholders' meeting in 2020.

Two, supplement the purpose of your company's cooperation with cummino, your company's main functions and ways of obtaining revenue in this cooperation, the specific impact of cooperation matters on your company's main business and business performance, and whether the company's fundamentals are subject to major changes. At the same time, explain whether your company has the professionals and experience needed to carry out medical and health related businesses. The internal control system and risk control ability will match your company's medical health field with your business plan of the company's reorganization plan.

Reply:

1, the purpose of cooperation with Kang Ming Bai Ao

The company implemented bankruptcy reorganization in 2019, and the production plant and equipment in the company have been stripped completely. The business unit (subsidiary) has retained two trade companies, Eastern cashmere and Jiangyin velvet. Court ruled reformer

In the draft, the management plan formulated by the manager positioned the company in the operation of the cashmere trade and the light assets operation listed company providing supply chain services to the cashmere textile industry.

Combined with the current economic situation and the development of cashmere industry, the company intends to explore and implement appropriate cooperation projects within and outside the industry to acquire and cultivate new business opportunities and earnings growth points, and enhance the company's sustainable development capability. Kang Ming Bai Olympic company is a company that develops antibody drugs. The company believes that the industry and research direction of Kang Ming Bai are suitable for the company to develop the whole framework of new industry and business field. Therefore, the company signed a strategic cooperation agreement with Kang Ming Bai, hoping to promote the extension and development of related technologies, products and services, and achieve win-win results.

2. The main functions and benefits of the company in this cooperation.

The strategic cooperation framework agreement signed by the company and Kang Ming Bai is a guiding document for the two sides to carry out strategic cooperation. According to the agreement, the contents of the two sides' cooperation are: (1) relying on the advantages of each side in terms of technology, industrial resources and capital, to promote the development of the platform for "Mebs-Ig" (anti body editing's bispecific antibody) platform; (2) based on the uniqueness of the "Mebs-Ig" and the patent licensing technology. To develop innovative drug development platform for CDMO (contract customization development and production). As a participant in the industry, the company mainly relies on the advantages of the company in terms of capital and investment and financing to cooperate with Kang Ming Bai. However, the specific forms of cooperation, including the way to obtain revenue, need further discussion. There is still uncertainty.

3, the specific impact of cooperation matters on your company's main business and business performance, and whether significant changes are possible in the company's fundamentals.

The cooperation between the company and Kang Ming Bai is a tentative expansion for the company to acquire and cultivate new business opportunities and profit growth points, involving the main business of cashmere. The strategic cooperation framework agreement signed for this year is a guiding document for the two sides to carry out strategic cooperation. Business performance and fundamentals have not been affected.

4. Does the company have the expertise, experience, internal control system and risk control capabilities needed to carry out health care related businesses?

After the reorganization of the company, the organizational structure and personnel were optimized and adjusted, and the strategic investment department and the asset management department were set up. At present, the company's board of directors and management personnel have performed their duties in securities companies, investment management companies, etc., with the theoretical basis and practical experience of multi industry investment business, and can meet the basic needs of the company to carry out cross industry cooperation. The company's follow-up will also carry out careful judgement and control related risks for cross industry cooperation based on the related cooperation process with Kang Ming's 100 Olympic Games. The company has established internal control system and operation mechanism in accordance with laws, regulations and regulations, formulated the "foreign investment management system", defined the principles of the company's foreign investment, the authority of examination and approval, decision-making procedures, business execution, business supervision, risk control and information disclosure, and other implementation and operation matters, etc., and the foreign investment was carried out in accordance with the relevant business norms of the Shenzhen stock exchange. Negotiation and disclosure.

5, whether the proposed investment area matches the business plan specified in the draft plan of the company's reorganization plan.

According to the management plan disclosed in the draft reorganization plan announced by the company, the company will become a light asset operation listed company operating cashmere trade and providing supply chain services to cashmere textile industry.

The company's cooperation with Kang Ming Bai Ao is an attempt to expand and develop new business opportunities and profit growth points for the company, which is related to cashmere's main business. At present, it has no impact on the development of the main business of cashmere according to the reorganization plan.

Three, supplementary description of the main business development of the cooperative company in the past three years, and explains the specific basis and detailed contents of Kang Mingbai's "strong R & D capability and excellent product system" in the announcement. At the same time, it is clear that there is a correlation between Kang Ming Bai and your company, Dong Jiangao, the company's stockholders of more than 5% shares and the actual controller.

Reply:

According to public information, Kang Ming Bai was founded in 2014 and won the title of "national high and new technology enterprise", "Zhongguancun high-tech enterprise" and "Zhongguancun gold seed enterprise". Kang Ming Bai Austrian engaged in double specificity, such as Mebs-Ig.

Antibodies, Mab-Edit monoclonal antibodies, anti-cancer stem cells and biological analogues were developed. There is no relationship or concerted action between Kang Ming Bai AO and its shareholders and our controlling shareholders, actual controllers, shareholders, directors, supervisors and senior managers who hold more than 5% shares. Regarding the specific research situation, product development progress and business situation of nearly three years, the company believes that it is not possible to provide information for the company's public disclosure based on the principle of confidentiality.

Four. Introduce the platform of "Mebs-lg" (antibody editing double specific antibody) and "CDMO" in popular language.

The specific circumstances of the platform include, but are not limited to, the role of the platform, the important stages and the current stage of the research and development, whether there are problems to be solved or to break through, the risks that may be faced, and the platform for "Mebs-lg" (antibody specific bispecific antibody) developed by Party B independently. The specific basis for the expression of some common problems in the international common bispecific antibody platform is given. Reply:

In addition to the public information that can be querying, the specific circumstances of the "Mebs-lg" (antibody editing platform for bispecific antibody) and the "CDMO platform" are based on the fact that the company is unable to provide information for the company's public disclosure based on the principles of confidentiality.

Five. The reasons and necessities of signing the framework agreement with Kang Ming Bai Ao under the circumstances of the specific transaction target and the amount of the subject matter have not been determined, and that the framework agreement need not be submitted to the board of directors and shareholders' meeting for consideration and compliance.

Reply:

1. The reason and necessity for the company to sign the framework agreement with Kang Ming Bai under the circumstances of the specific transaction target and the amount of the subject matter has not yet been determined.

In view of the company's research and development for antibody drugs, the company considers the industry and research of Kang Ming Bai Olympic

The company is looking forward to signing a strategic cooperation agreement with them to achieve relevant cooperation intentions and seize market opportunities and achieve win-win results.

2, the strategic cooperation framework agreement does not need to be submitted to the board of directors and shareholders' meeting for consideration and the strategic cooperation framework agreement signed by the compliance company and Kang Mingbai Austria. It only provides a framework agreement for the two sides to work together to promote the development of the "Mebs-lg" platform. The terms of the transaction are not agreed upon by the signatories of the agreement and the liability for breach of contract. On the specific form of cooperation to promote platform development and platform landing, the two parties intend to sign a formal cooperation agreement after full demonstration. At present, the transaction matters that should be considered by the board of directors and shareholders' general meetings are not involved in the current stage.

In accordance with the provisions of the ninth chapter of the Shenzhen Stock Exchange Listing Rules, "transactions to be disclosed", in addition to related transactions, it is necessary to fulfill the approval procedures of the board of directors and shareholders' meetings in accordance with the "transaction" within a specific scope to meet certain target requirements; "Shenzhen Stock Exchange Rules on stock market" 10.2.11 stipulates that article 10.1.1 (two) of the rules of listed companies and related parties In the transactions related to the daily business listed in item five (item 1), the "no specific transaction amount of the agreement shall be submitted to the shareholders general assembly for consideration". The strategic cooperation framework agreement does not involve specific transactions and the amount of transactions, nor is it related to transactions. Therefore, it does not need to be submitted to the board of directors and shareholders' general meeting for deliberation.

Six, ask your company to submit to me the insider information insider who signed the strategic cooperation agreement, and verify whether insider information exists in the window period of the matter.

Reply:

The insider information list for signing strategic cooperation agreements is reported on file.

The board of directors urged relevant insider insiders and directors of the company to conduct self-examination on the stock of the trading company and issue self-examination reports, and found no insider information insider, Dong Jiangao and his immediate family members to buy and sell shares of the company. After verification by the China Securities Depository and Clearing Co., Ltd., Shenzhen branch, no one was found.

The above persons have the situation of buying and selling company stock.

The company and all directors, supervisors and senior managers will strictly abide by the laws and regulations of the securities law, the company law, and the provisions of the listing rules, so as to fulfill the obligation of information disclosure in a timely, fair, truthful, accurate and complete manner. Notice hereby.

The board of Limited by Share Ltd of Ningxia BOC cashmere industry

Two March 4th two

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