603616: announcement of abnormal fluctuations in stock trading

Securities code: 603616 securities abbreviation: Beijing Hanjian Heshan Pipeline Co.Ltd(603616) Announcement No.: 2022-010 Beijing Hanjian Heshan Pipeline Co.Ltd(603616)

Announcement of abnormal fluctuations in stock trading

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important content tips:

The risk of reduction of restricted shares in circulation and listing. Beijing Hanjian Heshan Pipeline Co.Ltd(603616) (hereinafter referred to as “the company”) disclosed the announcement on the listing and circulation of restricted shares of non-public development banks (Announcement No.: 2022-007) on January 27, 2022. 8808000 non-public restricted shares will be listed and circulated on February 9, 2022. As of the date of this announcement, the above shares account for 23.08% of the total share capital of the company, If the above-mentioned relevant shareholders reduce their shares in the secondary market, it may have a certain impact on the market. Please pay attention to the investors and pay attention to the investment risks.

Secondary market transaction risk. The deviation of the closing price increase of the company’s shares in three consecutive trading days on January 28, February 7 and February 8, 2022 is more than 20%. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to the abnormal fluctuation of stock trading.

The P / E ratio is significantly higher than the risk. As of the closing on February 8, 2022, the company’s static P / E ratio was 118 times, significantly higher than the average level of Listed Companies in the same industry. The company solemnly reminds investors to invest rationally and pay attention to investment risks.

The gross profit margin of the company’s main business is lower than the average level of the same industry. The company’s main business is the production and manufacture of prestressed steel cylinder concrete pipe (PCCP). The PCCP business income accounts for 49.37% of the total operating income and the gross profit margin is 16.13%. The gross profit margin of PCCP business is generally lower than the average level of the company in the same industry.

Goodwill impairment risk. At present, the original book value of the company’s goodwill is 396.0417 million yuan. If the future operating performance of the subsidiary fails to meet the expected indicators, there is a risk of withdrawing the provision for goodwill impairment.

The balance of creditor’s rights is relatively risky. At the end of the third quarter of 2021, the total amount of accounts receivable and contract assets of the company was 800.6678 million yuan, accounting for 32.56% of the total assets of the current period. There is a certain recovery risk. Risk of judicial freezing of controlling shareholders’ shares. 41863031 shares of the company held by the controlling shareholder of the company, Beijing Hanjian Group Co., Ltd. (hereinafter referred to as “Hanjian group”), were frozen by the judiciary due to arbitration preservation, accounting for 31.31% of the shares of the company and 10.98% of the total share capital of the company.

1、 Details of abnormal fluctuations in stock trading

The deviation of the closing price increase of the company’s shares has reached more than 20% in three consecutive trading days on January 28, February 7 and February 8, 2022. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to the abnormal fluctuation of stock trading.

2、 Relevant information concerned and verified by the company

1. Production and operation

According to the company’s self inspection, the company’s current production and operation are normal, the internal and external business environment has not changed significantly, the main business has not changed, there are no major matters affecting the abnormal fluctuation of the company’s stock trading price, and there are no other major information that should be disclosed but not disclosed.

2. Major events

Some shares of the company held by Hanjian group, the controlling shareholder of the company, were applied for judicial freezing by Xiamen Gangyi Group Co., Ltd. and Xiamen junchuang Investment Co., Ltd. 41863031 shares were frozen, all of which were non tradable shares, accounting for 31.31% of the company’s shares and 10.98% of the company’s total share capital. The freezing period is from January 13, 2022 to January 12, 2025. For details, see the announcement on judicial freezing of some shares of controlling shareholders (Announcement No.: 2022-003) disclosed by the company on January 15, 2022

In addition to the above matters, the company sent a letter to the controlling shareholders and actual controllers to verify that as of the disclosure date of this announcement, the controlling shareholders and actual controllers have no major information that should be disclosed but not disclosed, including but not limited to major asset restructuring, issuance of shares, acquisition of listed companies, debt restructuring, business restructuring, asset stripping and asset injection.

3. Media reports, market rumors and hot concepts

After verification by the company, the company has not found any media reports or market rumors that need to be clarified or responded that have an impact on the trading price of the company’s shares, nor has it involved the concept of market hot spots.

4. Other stock price sensitive information.

After verification, the company’s directors, supervisors, senior managers, controlling shareholders and actual controllers did not buy or sell the company’s shares during the abnormal fluctuation of the company’s shares. The company has no other major events that have a great impact on the share price of listed companies.

3、 Relevant risk tips

1. Secondary market transaction risk

On January 28, February 7 and February 8, 2022, the deviation of the closing price of the company’s shares has reached more than 20%, and the short-term fluctuation range of the company’s share price is large. According to the industry P / E ratio data of China Securities Index Co., Ltd., on February 8, 2022, the latest static P / E ratio of C30 non-metallic mineral products industry of the CSRC to which the company belongs was 17.15 times, and the latest static P / E ratio of the company was 118 times, which was significantly higher than the average level of Listed Companies in the same industry. The company respectfully invites investors to pay attention to the transaction risks in the secondary market, make rational decisions and invest prudently.

2. Production and operation risk

The company belongs to the non-metallic mineral products industry of China Securities Regulatory Commission. Its main business is the production and manufacture of prestressed steel cylinder concrete pipe (PCCP), which is mainly used for large and medium-sized water diversion, water transfer and other water conservancy projects. Large and medium-sized water diversion projects mainly depend on the national policy guidance and investment arrangement. There are uncertainties in the landing and implementation of national key water conservancy construction projects. The PCCP sales contract of the company is mainly obtained through bidding. The market competition in the industry is fierce, and there is a risk of bidding and failure to win the bid. According to the latest audited annual report of the company, in 2020, the company’s PCCP business revenue accounted for 49.37% of the total operating revenue, and the gross profit margin was 16.13%. The gross profit margin of PCCP business was generally lower than the average level of the company in the same industry. The net profit margin of the company is 2.91%. Please pay attention to business risks.

3. Goodwill impairment risk

The original book value of the goodwill formed by the company’s acquisition of Hebei Hezhong building materials Co., Ltd. and Qinhuangdao Qingqing environmental protection equipment Co., Ltd. is 396041700 yuan. If its future operating performance does not meet the expected indicators or faces major changes in policies, markets and technologies, there may be a risk of reputation impairment, which will have a negative impact on the company’s current net profit.

Please pay attention to the risk of goodwill impairment.

4. The balance of creditor’s rights is large and there is a risk that it can not be recovered

Due to the long construction period of water conservancy and municipal projects, which are usually implemented across years, the company delivers goods in batches and recovers the payment in installments according to the requirements of contract orders, and there are often large amounts of accounts receivable at the end of the period. The accounts receivable of the company at the end of 2017, 2018 and 2019 were 593.2598 million yuan, 858.991 million yuan and 870.5474 million yuan respectively. In 2020, the company implemented the new income standard. At the end of the third quarter of 2021, the total accounts receivable and contract assets were 800.6678 million yuan, accounting for 31.82%, 37.53%, 37.90% and 32.56% of the total assets of each period respectively, The large ending balance of the company’s creditor’s rights increases the company’s liquidity risk and may have a certain impact on the capital turnover of the company’s business. With the continuous expansion of the company’s business scale, the ending balance of the company’s creditor’s rights is also increasing, and there is a certain recovery risk.

5. Risk of freezing the shares of the company’s controlling shareholders

As of the date of this announcement, 41863031 non tradable shares of the company held by Hanjian group, the controlling shareholder of the company, have been applied for judicial freezing by Xiamen Gangyi Group Co., Ltd. and Xiamen junchuang Investment Co., Ltd., accounting for 31.31% of the shares of the company and 10.98% of the total share capital of the company. The freezing period is from January 13, 2022 to January 12, 2025. Please pay attention to investment risks.

6. Pledge risk of controlling shareholders of the company

As of the date of this announcement, Hanjian group, the controlling shareholder of the company, holds 133697200 shares, accounting for 35.06% of the total share capital of the company. The cumulative number of Pledged Shares is 78881348, accounting for 59% of the total shares of the company and 20.68% of the total share capital of the company.

7. Risk of reduction of restricted shares in circulation and listing

The company disclosed the announcement on the listing and circulation of restricted shares of non-public development banks (Announcement No.: 2022-007) on January 27, 2022. 8808000 non-public restricted shares will be listed and circulated on February 9, 2022. As of the date of this announcement, the above shares account for 23.08% of the total share capital of the company. If the above-mentioned relevant shareholders reduce their holdings of shares lifted in the secondary market, It may have a certain impact on the market. Please pay attention to it and pay attention to the investment risk.

4、 Statement of the board of directors and commitments of relevant parties

The board of directors of the company confirms that as of the date of this announcement, the company has no matters that should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange or the planning, negotiation, intention and agreement related to such matters, The board of directors has not been informed of the information that may have a great impact on the trading price of the company’s shares and their derivatives that should be disclosed but not disclosed in accordance with the relevant provisions such as the stock listing rules of Shanghai Stock Exchange. The information disclosed by the company in the early stage does not need to be corrected or supplemented.

The designated information disclosure media of the company are Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), Relevant information shall be subject to the relevant announcements disclosed in the above designated media. Please pay attention to investment risks.

It is hereby announced.

Beijing Hanjian Heshan Pipeline Co.Ltd(603616) board of directors February 8, 2022

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