Securities code: 600228 securities abbreviation: Fanli Digital Technology Co.Ltd(600228) Announcement No.: 2022-002 Fanli Digital Technology Co.Ltd(600228)
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 stock price of Fanli Digital Technology Co.Ltd(600228) (hereinafter referred to as “the company”) deviated from the daily closing price by more than 20% in three consecutive trading days: February 7, 2022, February 8, 2022 and February 9, 2022. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading.
After the self-examination of the board of directors of the company and sending a letter to inquire about the controlling shareholders and actual controllers, as of the disclosure date of this announcement, except for the matters disclosed by the company, the company, the controlling shareholders and actual controllers confirmed that there was no other material information that should be disclosed but not disclosed.
For other risk tips, see “III. relevant risk tips” in this announcement. The company respectfully invites investors to pay attention to risks, make rational decisions and invest prudently.
1、 Details of abnormal fluctuations in the company’s stock trading
The daily closing price of the company’s stock price deviated by more than 20% in three consecutive trading days: February 7, 2022, February 8, 2022 and February 9, 2022. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading.
2、 Relevant information concerned and verified by the company
(I) production and operation
According to the company’s self inspection, the company’s current production and operation activities are normal, and the internal and external production and operation environment of the company has not changed significantly compared with that before the abnormal fluctuation.
On January 29, 2022, the company disclosed the announcement of annual performance forecast for 2021 (Announcement No.: 2022-001). After preliminary calculation, the financial department of the company estimated that the net profit attributable to the shareholders of the listed company in 2021 was RMB 68.6052 million to RMB 102.9077 million. Compared with the legally disclosed data in the same period of last year, it will turn losses into profits, which is expected to increase by 96.402 million yuan to 130.7045 million yuan. (II) major events
On February 24, 2021, the company received the reply on Approving the major asset replacement of Jiangxi Changjiu Biochemical Co., Ltd. and issuing shares to Shanghai Xiangrui enterprise management consulting firm (limited partnership) to purchase assets and raise supporting funds (zjxk [2021] No. 533) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), The approval date is February 22, 2021. Up to now, the asset replacement, issuance of shares and payment of cash for asset purchase in the major asset restructuring plan have been completed, and the supporting funds raised by the company from Shanghai Xiangrui enterprise management consulting firm (limited partnership) of no more than RMB 130 million have not been completed. As of the disclosure date of this announcement, the company has not received the notice of relevant shareholders to start the implementation of raising supporting funds. According to the relevant requirements of the validity period of 12 months of the relevant reply documents of the CSRC, the approval of supporting raised funds of the company expires in the near future, and the reply expires automatically according to relevant regulations.
After the company’s self-examination and verification with the company’s controlling shareholders and other relevant parties, in addition to the above matters, as of the disclosure date of this announcement, the company, the company’s controlling shareholders and other relevant parties have no other major information that should be disclosed but not disclosed.
(III) media reports, market rumors and hot concepts
In addition to the recent national and regional news and policies on the healthy and orderly development of the digital economy, the company has not found any media reports or market rumors and events involving hot concepts that may or have had a direct impact on the company’s stock trading price.
(IV) other stock price sensitive information
According to the preliminary verification of the company, the company has not found any other major events that may have a great impact on the company’s share price, and the company’s directors, supervisors, senior managers, controlling shareholders and persons acting in concert did not buy or sell the company’s shares during the abnormal fluctuation of the company’s stock trading.
3、 Relevant risk tips
(I) secondary market transaction risk
The daily closing price of the company’s stock price deviated by more than 20% in three consecutive trading days on February 7, 2022, February 8, 2022 and February 9, 2022. The stock price fluctuation of listed companies is affected by many factors, and the company’s stock market price may increase the fluctuation range, abnormal fluctuation of stock trading, sudden change of rise and fall trend, etc, So as to bring certain risks to investors. Please pay attention to the market transaction risks, make rational decisions and invest prudently.
(II) production and operation risks
On January 29, 2022, the company disclosed the announcement of annual performance forecast for 2021 (Announcement No.: 2022-001). After preliminary calculation, the financial department of the company estimated that the net profit attributable to the shareholders of the listed company in 2021 was RMB 68.6052 million to RMB 102.9077 million. Compared with the legally disclosed data in the same period of last year, it will turn losses into profits, which is expected to increase by 96.402 million yuan to 130.7045 million yuan. The main reason for the performance pre profit in 2021 is that during the reporting period, the company implemented a major asset restructuring, the company’s main business was changed from the chemical industry to the third-party online shopping guide business, the company’s main business income and profit scale were improved, and the performance changes caused by the improvement of the company’s operating ability. The performance forecast refers to the comparison of the company’s performance in the two periods based on the statutory disclosure data of the listed company as the legal subject with reference to the relevant rules of the guidelines for the format of interim Announcement No. 28 – announcement of the performance advance profit / loss of listed companies. After the company’s major asset reorganization, the consolidated financial statements will be prepared in accordance with the principle of reverse acquisition. Investors are reminded to pay attention to the relevant differences and risks.
From the year-on-year perspective of the company’s consolidated statements, the company’s annual operating revenue in 2021 increased slightly compared with that of Shanghai Zhongyan Information Technology Co., Ltd. (hereinafter referred to as “Zhongyan technology”) in 2020, The net profit attributable to the shareholders of the listed company in 2021 decreased by about 25% to 50% compared with the net profit attributable to the shareholders of the listed company in 2020 (preliminary calculation, Unaudited), In 2021, the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses decreased by about 25% to 50% compared with the net profit attributable to the shareholders of the listed company after deducting recurring profits and losses in 2020 (preliminary calculation, Unaudited). The decrease in net profit was mainly due to the decline in the income of the company’s traditional shopping guide business during the reporting period, and the increase in the investment and expenses related to new businesses such as “Mantianxing” and “orange pulse” during the reporting period.
In addition, the influencing factor of accounting treatment is the relative increase of costs caused by the reduction of credit write off of inactive members. The company reminds investors to pay attention to relevant risks.
(III) uncertainty risk of media reports, market rumors and hot spot concepts
The company does not rule out the possibility of subsequent media reports, market rumors and other information that may cause abnormal fluctuations in stock trading or general concern of market investors. The company will pay close attention to media reports or market rumors and make public clarification or explanation in a timely manner according to the actual situation. The company reminds investors to improve their risk awareness. All major information of the company shall be subject to the information announced on the information disclosure media designated by the company, and invest rationally and prudently.
(IV) risks related to major asset restructuring
On February 24, 2021, the company received the reply on Approving the replacement of major assets of Jiangxi Changjiu Biochemical Co., Ltd. and issuing shares to Shanghai Xiangrui enterprise management consulting firm (limited partnership) to purchase assets and raise supporting funds (zjxk [2021] No. 533) issued by the CSRC. The approval date is February 22, 2021. Up to now, the asset replacement, issuance of shares, purchase of assets and cash payment in the major asset restructuring plan have been completed, and the supporting funds raised by the company from Shanghai Xiangrui enterprise management consulting firm (limited partnership) of no more than RMB 130 million have not been completed. According to the relevant requirements of the validity period of the relevant reply documents of the CSRC, the approval of the company’s supporting raised funds has recently expired. As of the disclosure date of this announcement, the company has not received the notice of the relevant shareholders to start raising supporting funds. According to the normal working process time of non-public offering, the part of the company’s supporting raised funds faces the possibility of automatic invalidation when the reply expires, Please make rational and prudent investment judgment.
(V) risks related to pledge of shareholders holding more than 5%
As of the disclosure date of this announcement, Jiangxi Changjiu Group Co., Ltd. (hereinafter referred to as “Changjiu group”), a shareholder holding more than 5% of the company’s shares, has pledged a total of 61733394 shares, accounting for 100% of the total shares of the company held by Changjiu group and 7.50% of the total share capital of the company. The overall pledge proportion is high, which does not rule out the risk of pledge disputes in extreme cases.
(VI) the performance of major asset restructuring may not meet expectations, triggering risks such as compensation matters and share changes
When the company implemented the major asset restructuring transaction, the relevant transaction parties signed the performance commitment compensation agreement and supplementary agreement with the company. According to the above agreement, the relevant transaction parties promised that the audited net profit attributable to the parent company after deducting non recurring profits and losses realized by Zhongyan technology in 2021, 2022 and 2023 would not be less than RMB 191.56 million respectively 220.9 million yuan and 249.5 million yuan. By the end of the reporting period of 2021, the company estimated that the net profit attributable to the parent company of Zhongyan technology and other companies in 2021 after deducting non recurring profits and losses was 86.2022 million yuan to 105.358 million yuan (preliminary calculation, Unaudited), and the completion proportion of performance in 2021 was about 45% to 55% (preliminary calculation, Unaudited), which was relatively low. According to the major asset restructuring and performance commitment compensation plan, the shareholding ratio of relevant trading parties of the company may be adjusted accordingly. Limited to the fact that the company’s annual audit is still in progress, all major matters related to the achievement of the company’s restructuring target performance, performance commitment performance and related performance commitment compensation shall be subject to the officially disclosed 2021 annual report, audit data and relevant announcements. At that time, the company will urge relevant counterparties to handle matters related to performance compensation in accordance with laws and regulations, The company reminds investors of relevant risks.
(VII) other risks
As the scope of known information and the degree of risk identification are relatively limited, there may still be risks that have not been judged or identified. If the company subsequently finds obvious and significant risk matters with substantial impact, the company will disclose them in stages according to the regulations, and investors are required to pay full attention to the risks.
4、 Board statement
The board of directors of the company confirms that, up to now, except for the information that the company has made public, the company has no undisclosed matters that should be disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange or planning, negotiation, intention and agreement related to the matters, The board of directors has not been informed of the information that the company should disclose but has not disclosed according to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and other relevant provisions, which has a great impact on the trading price of the company’s shares and their derivatives.
All information of the company is disclosed in the designated information disclosure media of the company, such as China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The published information shall prevail. Please pay attention to investment risks.
It is hereby announced.
Fanli Digital Technology Co.Ltd(600228) board of directors February 10, 2002
