Kairuide Holdings Co., Ltd. (hereinafter referred to as "Kairuide" or "the Company") received the inquiry letter from your esteemed exchange on December 27, 2019, regarding concerns about Kairuide Holdings Co., Ltd. (Small and Medium-sized Board Concern Letter [2019] No. 456). The Company has conducted a thorough study and verification of the issues raised in the inquiry letter and responds as follows:
- Explanation of the basic situation of Qianyuan Hongsheng, including shareholder composition, main business, and major financial status since its establishment, as well as whether its major shareholders and actual controllers have any relationship with the listed company or potential actual controllers of the listed company (if any), and whether the company was established specifically to undertake the equity disposal planned by your company. Please have the lawyer verify and provide an opinion.
Response: (1) Basic situation of Qianyuan Hongsheng Beijing Qianyuan Hongsheng Enterprise Consulting Co., Ltd. (hereinafter referred to as "Qianyuan Hongsheng") has a registered capital of 100,000 yuan, established by individual Du Laibin, who holds 100% equity and is the actual controller of Qianyuan Hongsheng. The business scope of Qianyuan Hongsheng includes enterprise management consulting, economic and trade consulting, organizing exhibition activities, organizing cultural and artistic exchange activities (excluding performances), conference services, enterprise planning, and market research. Qianyuan Hongsheng was established on July 11, 2019, and one of its main businesses is the low-cost acquisition of non-performing assets to obtain asset disposal income. According to the main financial data provided by Qianyuan Hongsheng as of November 30, 2019, Qianyuan Hongsheng has total assets of 5,174,300 yuan, net assets of -1,500 yuan, operating income of 679,600 yuan, and net profit of -1,500 yuan.
(2) Existence of related relationships Qianyuan Hongsheng and its shareholder, actual controller Du Laibin, have no related relationship with the company (the company currently has no actual controller). Qianyuan Hongsheng is a market-oriented operating entity with a mature business model and clear acquisition objectives, and there is no purpose of establishing a legal entity to undertake the equity disposal planned by the company.
- According to the announcement, most of the subsidiaries and sub-subsidiaries disposed of by your company recently are in a state of loss or have negative net assets. Please explain the reasons and rationality for Qianyuan Hongsheng acquiring the relevant equity at a price of 0 yuan, whether the pricing of the related transactions is reasonable and fair, whether Qianyuan Hongsheng has the ability to undertake and operate the equity transferred by your company, and whether the equity transfer transactions have commercial substance. Please have the lawyer verify and provide an opinion.