*ST Carey (002072): Letter Of Concern For Two Shareholders To Accept Receivables Of RMB 277 Million

On December 24* ST Carey (002072. SZ) disclosed the Announcement on Related Transactions of Subsidiaries and other announcements, in which Zhang Peifeng, the second largest shareholder of the Company, proposed to undertake the Company's account receivable of 277 million yuan from Shandong Demian Group Co., Ltd., and the Board of Directors of the Company proposed to submit the matter to the General Meeting of Shareholders for consideration.

According to the progress of related party transactions disclosed by * ST Carey, on December 20, 2019, the company received 27.72 million yuan of the above debt transfer consideration paid by Baocheng Dingsheng International Trade (Beijing) Co., Ltd. (Baocheng Dingsheng International Trade (Beijing) Co., Ltd. is a shareholder of the company and holds 3% of the company's shares) under the actual control of Wang Jian and Wang Xuanzhe, directors of the company, on behalf of Zhang Peifeng, The recovery of the proceeds from the transfer of creditor's rights broke the situation that the company had failed to recover the balance of asset sales owed by Deming Group for a long time, and safeguarded the interests of the company and its shareholders. After receiving this amount, the company will offset the balance of asset transfer receivable from Deming Group.

In response to the above matters, the Management Department of SMEs issued a letter of concern, requiring the company to disclose the following matters after verification:

1. It is required to explain the basis for * ST Carey to recognize the receivables of RMB 277 million of Demian Group, whether the relevant receivables meet the conditions for asset recognition, and require the accountant to express a clear opinion;

2. Zhang Peifeng made a commitment to pay arrears on behalf of Dede Cotton Group in 2017, and has not fulfilled his commitment for a long time since then. It is required to explain the specific background and reasons for its undertaking debt at the current time point in combination with the reasons for its long-term failure to fulfill its commitments in the previous period;

3. Zhang Peifeng is currently detained in Jinhua Detention Center in Zhejiang Province, and has been listed as a consumer restricted person by several courts. He is required to combine the specific reasons for his enforcement measures, the latest progress of the cases involved, personal assets, liabilities, the situation of being listed as a consumer restricted person by the court, and the commitment of other third parties to pay on behalf of him (if any) The bank or financial institution's credit extension (if any), whether there are other credit enhancement measures or performance guarantee measures, and whether it has the ability to perform. Ask the independent directors to check the above matters and give their opinions, and ask the lawyers to give clear opinions;

4. Ask Zhang Peifeng to clarify whether the payment commitment made by him is irrevocable and irrevocable, and ask the lawyer to give a clear opinion;

5. It is required to explain the reason why Baocheng Dingsheng International Trading (Beijing) Co., Ltd. (hereinafter referred to as "Baocheng Dingsheng"), the shareholder holding 3% of the shares of * ST Carey, paid 27.72 million yuan on behalf of Zhang Peifeng, and whether Baocheng Dingsheng will continue to be liable for the payment of the remaining debts; Zhang Peifeng* Whether there are other undisclosed agreements or transaction arrangements between ST Carey and Baocheng Dingsheng and their shareholders Wang Jian and Wang Xuanzhe, and whether there are other undisclosed related relationships or concerted action relationships. Require lawyers to express clear opinions on the above matters;

6. According to the statement submitted by * ST Carey, this transfer of creditor's rights will not affect the profit and loss and net assets, and the accountant is required to express opinions on the specific accounting treatment of the received funds and the future received funds; If the above matters are reviewed and approved by the general meeting of shareholders, it is required to explain the specific method and basis for * ST Carey to accrue bad debt reserves for the receivables at the end of the current fiscal year and in subsequent fiscal years, and the accountant is required to give his opinion.

7. It is required to explain the reason why * ST Carey's Board of Directors submitted the Proposal on Connected Transactions of Subsidiaries (II) to the General Meeting of Shareholders for deliberation, and whether it complies with the relevant provisions of the Company Law, the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders. Ask the lawyer to check and express opinions on the above matters.