Securities code: 600145 securities abbreviation: * ST Xinyi Announcement No.: 2022-019 Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145)
Announcement on receiving the regulatory concern letter from Xinjiang Securities Regulatory Bureau
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.
Recently, Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) (hereinafter referred to as "the company") received the supervision notice letter on Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) 2021 annual report and related matters (Xin Jian Zheng Han [2022] No. 38) (hereinafter referred to as "supervision letter") from Xinjiang securities regulatory bureau. The original content of the supervision letter is as follows: " Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) :
The daily supervision of our bureau is concerned that your company has not selected an auditor for the annual report of 2021, the matters with qualified opinions issued in the financial report of 2020 have not been eliminated, there is a risk of forced delisting of stocks, and some information Phi matters are suspected of violating laws and regulations. In order to further urge your company to do a good job in the 2021 annual report and related work, the following regulatory requirements are put forward:
1. Timely disclose the annual performance forecast of 2021 as required. Your company's shares have been warned of delisting risk due to the financial delisting indicators in the 2020 annual financial report. According to the relevant rules of Shanghai Stock Exchange, your company shall disclose the performance forecast and fully remind the risks before January 31, 2022.
2. Promote the preparation and audit of the annual report in strict accordance with the requirements of laws and regulations to ensure the disclosure of the annual report on schedule. Your company should attach great importance to the preparation and disclosure of the 2021 annual report, perform necessary review procedures in combination with the independence, professional competence, past practice quality, integrity and investor protection ability of the accounting firm, select and employ audit institutions in accordance with the law as soon as possible, and actively cooperate with the audit work Prepare the annual report and financial report in accordance with the relevant regulations and rules of the CSRC and the Shanghai Stock Exchange and the accounting standards, disclose them to the public on schedule, and ensure that the disclosed information is true, accurate and complete.
3. Do a good job of annual income recognition and deduction in strict accordance with relevant standards and rules In the first three quarters of 2021, your company announced a revenue of RMB 283 million. The revenue source is mainly the oil production and processing and component business of the newly established subsidiary in 2021. This business is also the new business of the company in 2021, and it is mainly produced by leasing assets and equipment. According to the relevant rules of Shanghai Stock Exchange, the income generated by the subsidiary or business of business combination obtained by significantly unfair consideration or non transaction in this year, the business income irrelevant to the main business and the income without commercial substance shall be deducted when calculating the delisting standard. Your company shall carefully verify whether the relevant revenue recognition complies with the provisions of the accounting standards, whether it should be deducted when calculating the delisting standards, and do a good job in relevant information disclosure and delisting risk prompt.
4. Recover the funds occupied by related parties as soon as possible and eliminate the issues of qualified opinion audit report issued in 2020 financial report. Your company's 2019 financial report has been issued with a qualified audit report, which mainly involves the recoverability of other receivables with a closing balance of 417112400 yuan and whether it constitutes the occupation of funds by related parties. According to the administrative punishment decision [2021] No. 3 made by our bureau on June 21, 2021, the above other receivables are recognized as the occupation of non operating funds of related parties. Your company shall actively take measures to recover all the funds occupied that have been identified and punished by our bureau, truthfully provide sufficient evidence to the audit institution in the audit, actively eliminate the impact of reserved opinions, and safeguard the interests of the listed company and all shareholders.
5. Disclose delisting risk information in strict accordance with regulations. According to the company's previous announcement, your company has transaction risks with a share price of less than 1 yuan, financial delisting risks after the disclosure of the annual report and major illegal delisting risks. Your company shall actively promote the implementation of relevant work and solve relevant major problems and matters according to law At the same time, we should strengthen the standardized operation, disclose the relevant information truthfully, accurately and completely in the external announcement documents and investor interaction, do a good job in the management of investor relations, and safeguard the legitimate rights and interests of investors, such as the right to know
6. Timely disclose the progress of litigation cases, and it is strictly prohibited to damage the interests of listed companies. Your company disclosed the announcement of receiving the civil ruling of Kashgar intermediate people's Court (hereinafter referred to as case I) on November 19, 2021 and the announcement of receiving the civil ruling of Shenzhen intermediate people's Court (hereinafter referred to as case II) on December 22. Your company shall timely disclose the follow-up progress in accordance with the relevant information Phi rules At the same time, for case 1, the company did not agree that "Kunlun Zhonghui investment company agreed to use its 100% equity of Xinjiang Kunlun Zhonghui Mining Co., Ltd. (hereinafter referred to as Kunlun Zhonghui mining) as Tao Xu and Tao Xu
Yong performed the attached obligations as a performance guarantee, and on April 30, 2021, The four parties negotiated and signed the memorandum of meeting and the tripartite agreement\\ "The company has fulfilled the obligation of information disclosure in a timely manner; so far, there has been no transfer of 100% equity of Kunlun Zhonghui mining to the company, and the company and Kunlun Zhonghui investment company have not evaluated 100% equity of Kunlun Zhonghui mining. Neither the company's litigation request nor the court's judgment involves the creditor's rights when Tao Xu and Tao Yong cannot perform the judgment and the evaluated value of 100% equity of Kunlun Zhonghui mining is insufficient to bear the liability of repayment Recycling guarantee measures. Your company shall actively take effective measures to safeguard the interests of listed companies, and it is strictly prohibited to deliberately damage the interests of listed companies through judicial means. For case 2, in the early stage, your company announced that Shenzhen Yichu Investment Management Co., Ltd. guaranteed to recover other receivables of RMB 3.3 yuan within one year after the resumption of trading of the company's shares with its 107 million shares. Otherwise, the shares would be auctioned, and the insufficient part would be made up by the controlling shareholder and Huang Wei. However, the lawsuit request and court judgment of the company were to preserve the property of RMB 165.55 million. Your company should actively start the judicial auction procedure as soon as possible in accordance with the relevant contents and commitments of the preliminary announcement, and timely require the controlling shareholder and Huang Wei to make up for the insufficient part.
7. Implement the commitments of the controlling shareholders in the bankruptcy reorganization plan as soon as possible. According to the company's bankruptcy reorganization plan and relevant announcements in the early stage, the controlling shareholder of your company promises that the audited net profit of the listed company in 2021 and 2022 will not be less than 400 million yuan and 500 million yuan respectively. If the final net profit of the company does not meet the above standards, the controlling shareholder shall make up in cash within one month after the issuance of the audit report of the corresponding fiscal year. In the first three quarters of 2021, the company only realized a net profit of 2.804 million yuan. Your company should verify the realization of net profit in 2021 as soon as possible, and disclose the suggestive announcement of whether the performance commitment can be realized while disclosing the performance forecast. If it fails to fulfill its performance commitment, it shall actively recover from the controlling shareholder.
8. Actively fulfill the obligation of debt repayment for bankruptcy reorganization and the obligation of relevant information disclosure. According to the company's previous announcement, your company has not paid the restructuring debt of RMB 1.17 owed to five companies, including Shanghai Yinghui Investment Management Co., Ltd. and Changshu Golden Coast needle textile Co., Ltd., and the relevant funds have been deposited. The payment will be made after reaching an agreement with the creditors and the relevant ruling of Xinjiang High Court. According to the company's periodic report for nearly five years, the monetary capital balance of your company at the end of the period is less than 500000 yuan. Some creditors have repeatedly reported to our bureau that your company refuses to repay the restructuring debt, is unable to get in touch, and the disclosed restructuring debt repayment information is inconsistent with the facts. Some creditors have applied to the intermediate people's Court of Tacheng district for bankruptcy liquidation of your company. On the one hand, your company should, in strict accordance with the disclosed reorganization plan, actively negotiate with relevant creditors, Tacheng District intermediate people's court and reorganization manager on the repayment of reorganization debts, and implement the reorganization plan as soon as possible. On the other hand, we should verify whether there is any difference between the actual situation such as withdrawal of funds, reorganization of debt repayment, application for bankruptcy liquidation and the information disclosed by the company in strict accordance with the letter Phi rules, and fulfill the obligation of information disclosure in a timely, accurate and complete manner.
Your company shall report the promotion and implementation of the above work and matters and the follow-up work plan to our bureau in writing within 5 working days after receiving this prompt letter. Our bureau will pay close attention to the above matters of your company and take the next regulatory measures as appropriate. "
The company attaches great importance to it and will organize reply as soon as possible and fulfill the obligation of information disclosure. Please pay attention to the investment risk.
It is hereby announced.
Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) board of directors February 9, 2022
