Is there any interest transfer in the equity transfer? Ice Peak Drink Responds

　　Zhongxin Jingwei, December 15 (Yan Shuxin) Bingfeng Beverage IPO has made new progress. On the evening of the 14th, Bingfeng Beverage updated the prospectus and made supplementary disclosures to some of the questions raised by the CSRC in the feedback.

　　According to the prospectus, Bingfeng Beverage was established in 2016 and changed to a limited liability company in the same year and again to a joint-stock company in 2019. At present, Bingfeng Beverage has only two shareholders, and it is also its promoter, namely Xi'an Sugar and Wine Group Co., Ltd. (hereinafter referred to as Sugar and Wine Group) and Xi'an Jiuyue Liquor Co., Ltd. (hereinafter referred to as Jiuyue Liquor), which hold 99% and 1% of the shares respectively, and the Sugar and Wine Group wholly owns Jiuyue Liquor.

　　It is worth mentioning that in 2016, Jiuyue Liquor said that it withdrew after transferring 5% of the equity of Bingfeng Beverage held at that time to sugar and wine group, and in 2019, it acquired 1% of the equity of Ice Peak Beverage from sugar and wine group.

　　In this regard, the CSRC requested Bingfeng Beverage to disclose in the feedback whether the above-mentioned equity transfer is true and whether there are entrusted shareholdings, interest transmission or other interest arrangements.

　　In the latest prospectus, Bingfeng Beverage added that in 2016, the Sugar and Wine Group decided that Bingfeng Food and Beverage Branch would terminate its operation on January 1, 2017, and the relevant assets would be transferred to Xi'an Bingfeng Beverage Co., Ltd. (the predecessor of Bingfeng Beverage, hereinafter referred to as Bingfeng Limited) according to the original net book value, and Bingfeng Limited would be included in the capital reserve.

　　Bingfeng Beverage said that in accordance with the requirements of relevant documents, on December 9, 2016, Jiuyue Liquor transferred its 5% equity to sugar and wine group, and the company was changed from a joint-stock company to a wholly-owned limited liability company, and the two parties became a parent-subsidiary relationship under 100% direct control. At that time, the registered capital of Bingfeng Limited was not actually paid, so the consideration was not paid for this transfer. Later, since the restructuring of Bingfeng Limited shares requires no less than two shareholders, on July 26, 2019, Sugar and Wine Group transferred its 1% equity in Bingfeng Limited to Jiuyue Liquor, at a price of 1 yuan / registered capital.

　　"The equity transfer and transfer of Jiuyue Liquor is reasonable, the equity price is determined on a reasonable basis, it meets the document requirements of the Ministry of Finance and the State Administration of Taxation, and it is fair." The equity transfer is true, the change procedure is legal and compliant, there is no entrusted shareholding, interest transmission or other interest arrangement, and there is no dispute or potential dispute. Ice Peak Beverage said.

　　In addition, Zhongxin Jingwei noted that for the intersection between the company's actual controller Zhang Jun and Xi'an Pepsi Cola, Bingfeng Beverage was also disclosed in detail in the prospectus. It is reported that Zhang Jun, who was the vice chairman of Xi'an PepsiCo Beverage Co., Ltd., ceased to serve on March 11, 2021, after the Shaanxi Securities Regulatory Bureau disclosed the listing plan of Bingfeng Beverage.

　　According to the prospectus, after the restructuring in 2008, sugar and wine group directly held 20% of the equity of Xi'an PepsiCo, and Zhang Jun was appointed as the vice chairman of Xi'an Pepsico by sugar and wine group in April 2009. In January 2021, Sugar & Wine Group, Xi'an PepsiCo and PepsiCo (China) Investment Co., Ltd. (hereinafter referred to as "PepsiCo China") signed the Equity Transfer Agreement, in which Sugar & Wine Group transferred 20% of its equity in Xi'an PepsiCo to PepsiCo China, at which point, Sugar & Liquor Group no longer holds the equity of Xi'an PepsiCo, and Zhang Jun ceases to serve as vice chairman of Xi'an PepsiCo from March 11, 2021.

　　Bingfeng Beverage said that according to the Law on Sino-Foreign Equity Joint Ventures, which was in effect at that time, there was no shareholders' meeting for Sino-foreign joint ventures, and the board of directors discussed and decided on all major matters of the joint venture. During the period when Sugar and Wine Group was a shareholder of Xi'an PepsiCo, it appointed Zhang Jun as the vice chairman of Xi'an PepsiCo, which was commercially reasonable. According to the instructions and commitments issued by Sugar and Wine Group and Zhang Jun, there was no conflict of interest or interest transmission during Zhang Jun's tenure as vice chairman of Xi'an PepsiCo. At present, there are no other unexpired agreements or cooperative relationships between Bingfeng Beverage, Zhang Jun and Xi'an PepsiCo, and there are no potential disputes between Xi'an PepsiCo and Bingfeng Beverage.

　　According to the prospectus, the main business of Bingfeng Beverage is the research and development, production and sales of orange flavored soda, sour plum soup and other beverages, and the main products are "Bingfeng" glass bottle orange flavored soda, canned orange flavored soda, glass bottle sour plum soup, canned sour plum soup, etc.

　　The latest financial data shows that in the first half of 2021, Bingfeng Beverage achieved operating income of 219 million yuan and net profit of 61.5614 million yuan. From 2018 to 2020, the company achieved operating income of 286 million yuan, 302 million yuan and 333 million yuan, and achieved net profits of 69.6909 million yuan, 77.6708 million yuan and 65.2515 million yuan, respectively.

　　In July 2021, the official website of the CSRC disclosed the IPO prospectus of Bingfeng Beverage, which intends to raise 669 million yuan for the renovation and expansion of the glass bottle production line and the construction of the information management platform.

　　On December 3, the official website of the China Securities Regulatory Commission disclosed the feedback of Bingfeng Beverage's IPO documents. In this feedback, the CSRC raised a total of 54 questions, not only requiring Bingfeng Beverage to disclose a number of additional information, but also requiring it to explain whether there is any adjustment of revenue profits or costs through related party transactions, and whether there is profit transmission. (Zhongxin Jingwei APP)

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