Securities code: 000820 stock abbreviation: Shenwu Energy Saving Co.Ltd(000820) Announcement No.: 2022-005 Shenwu Energy Saving Co.Ltd(000820)
Announcement on abnormal fluctuation and risk warning of stock trading
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Risk tips:
1. Risk that the shares may be delisted
The company disclosed the annual performance forecast for 2021 (Announcement No.: 2022-001) on cninfo.com on January 24, 2022. According to article 9.3.11 of the Listing Rules of Shenzhen Stock Exchange (revised in January 2022), "after a listed company is warned of delisting risk due to the situation in items (I) to (III) of paragraph 1 of article 9.3.1 of these rules, the exchange decides to terminate the listing and trading of its shares in the first fiscal year if one of the following circumstances occurs: (I) The audited net profit is negative and the operating income is less than 100 million yuan, or the net profit of the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan; (II) the audited ending net assets are negative, or the ending net assets of the latest fiscal year after retroactive restatement are negative; (III) the financial accounting report is issued with qualified opinions, unable to express opinions or negative opinions; (IV) failing to disclose the annual report guaranteed by more than half of the directors to be true, accurate and complete within the statutory time limit; (V) failing to apply to the bourse for cancellation of delisting risk warning within the specified time limit despite meeting the conditions specified in article 9.3.7; (VI) the delisting risk warning application has not been examined and approved by the exchange due to its failure to meet the conditions specified in article 9.3.7. If one of the above six situations occurs in 2021, Shenzhen Stock Exchange will have the right to decide to terminate the listing of the company's shares. Please pay attention to investment risks.
2. The controlling shareholder's performance commitment compensates the risks that have not been completed
From 2016 to 2018, after deducting non recurring profits and losses, the net profit attributable to the parent company of Jiangsu Institute, the holding subsidiary of the company, has not reached the profit promised in the profit forecast compensation agreement signed by Shenwu Technology Group Co., Ltd. (hereinafter referred to as "Shenwu group").
During the major asset restructuring in 2016, Shenwu group obtained 349410462 shares of the company through major assets, all of which have been pledged, judicial frozen and judicial waiting frozen. According to the provisions of the profit forecast compensation agreement, Shenwu group does not have the conditions to fulfill the performance compensation commitment with shares up to now. As of the disclosure date of this announcement, other shares of the company still have the risk of judicial disposal, which may lead to the instability of the company's equity and may affect the actual control, production, operation and management of the company.
3. Illegal information disclosure may involve the risk of major illegal compulsory delisting
On December 1, 2021, the company received the advance notice of administrative punishment (punishment Zi [2021] No. 112) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"). For details, see the relevant announcement disclosed by the company on cninfo.com on December 3, 2021. According to the provisions of the notice on Issuing the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294) on the application of relevant rules to companies that receive the prior notice of administrative punishment after the implementation of the new rules and may involve major illegal compulsory delisting, as well as the identification of the prior notice of administrative punishment, The company preliminarily judged that the illegal acts of information disclosure involved in the prior notice of administrative punishment received this time did not touch the situation of major illegal compulsory delisting described in articles 14.5.1, 14.5.2 and 14.5.3 of the stock listing rules of Shenzhen Stock Exchange (revised 2020); Nor does it touch the situation of major illegal compulsory delisting specified in article 14.4.1 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018) and articles 2, 4 and 5 of the measures for the implementation of major illegal compulsory delisting of listed companies of Shenzhen Stock Exchange. As of the disclosure date of this announcement, the company has not received the formal decision on administrative punishment issued by the CSRC.
If the company subsequently receives the decision on administrative punishment from the CSRC, for example, according to the facts identified in the decision on administrative punishment, the company's financial data for consecutive fiscal years have actually touched the delisting standard specified in the rules for listing of shares of Shenzhen Stock Exchange (revised in November 2018) after correcting the accounting errors of relevant years, According to the notice on Issuing the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294) and the measures for the implementation of major illegal compulsory delisting of listed companies of Shenzhen Stock Exchange (SZS [2018] No. 556), the company may encounter major illegal compulsory delisting, and the listing of the company's shares may be terminated. Finally, it shall be subject to the conclusion of the decision on administrative punishment issued by China Securities Regulatory Commission and the audit results of accounting errors of previous years by the annual audit accountant.
4. Risk of unstable control of the company
Up to now, Shenwu group holds 238600000 shares of the company, accounting for 37.44% of the total shares of the company, and is still the controlling shareholder of the company. All the above shares have been pledged, frozen and waiting to be frozen, and there is a risk of being auctioned and forcibly handled.
As of the disclosure date of this announcement, 110810462 shares of the company held by Shenwu group have been auctioned and transferred. If the shares of the company held by Shenwu group continue to be auctioned or forcibly disposed, there is a risk of change in the control of the company.
1、 Abnormal fluctuation of stock trading
The deviation of the closing price of the company's shares (Securities abbreviation: Shenwu Energy Saving Co.Ltd(000820) , securities code: 000820) in three consecutive trading days on February 10, 11 and 14, 2022 amounted to 16.27%. According to the relevant regulations of Shenzhen Stock Exchange, it belongs to the abnormal fluctuation of stock trading.
2、 Description of the company's concern and verification
In view of the abnormal fluctuation of the company's share price, the company has verified the controlling shareholders, actual controllers, shareholders holding more than 5% and all directors, supervisors and senior managers of the company through telephone inquiry and other means of communication. The verification is explained as follows:
1. Up to now, the operation of the company is normal, and the internal and external business environment has not changed significantly.
2. After verification, there is no need to correct or supplement the information disclosed by the company in the early stage.
3. The company disclosed the announcement on litigation (Announcement No.: 2021-109) on cninfo.com on January 7, 2022. In view of the fact that the lawsuit has not been heard in court and the company is not the signatory of the relevant agreements involved in this case, its impact on the company's profits in the current period or after the period is uncertain. The company will continue to pay attention to the trial of relevant cases, and timely perform the obligation of information disclosure according to the progress of litigation. Please invest rationally and pay attention to investment risks.
4. The company disclosed the performance forecast for 2021 (Announcement No.: 2022-001) on January 24, 2022. The net profit attributable to the shareholders of the listed company in 2021 was 175 million yuan to 220 million yuan, and the net profit loss after deducting non recurring profits and losses was 9.39 million yuan to 14.06 million yuan, After deducting the business income irrelevant to the main business and the income without commercial substance, the operating income is 115 million yuan – 135 million yuan. The relevant data of this performance forecast is the result of the preliminary calculation of the company and has not been audited by an accounting firm. The company has made pre communication with the accounting firm on major matters related to the performance forecast, and there is no major difference between the two sides. The disclosed performance forecast is not subject to correction for the time being.
5. The company has disclosed the announcement on the reply to the letter of concern of Shenzhen Stock Exchange (Announcement No.: 2022-004) on February 12, 2022. The audit of the company's annual report in 2021 is still in progress, and the audited financial indicators have not been finalized. If the audited financial data of the company in 2021 is "the audited net profit of the company in the latest fiscal year is negative and the operating income is less than 100 million yuan", according to the relevant provisions of Chapter 9 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the company's shares are at risk of being terminated by Shenzhen Stock Exchange.
6. In addition to the above disclosed information, the company has not found any unpublished material information that may or has had a great impact on the company's stock trading price reported by the public media recently.
7. The company, controlling shareholders and actual controllers, and shareholders holding more than 5% of the company's shares are not related
Major events that should be disclosed but not disclosed to the company, or major events in the planning stage;
8. During the period of stock change, there was no behavior of the company's controlling shareholders and actual controllers buying and selling the company's shares, nor did the company's directors, supervisors and senior managers buy and sell the company's shares.
9. The company does not violate the provisions on fair information disclosure.
3、 Whether there is a statement of material information that should be disclosed but not disclosed
The board of directors of the company confirms that the company has no undisclosed matters or planning, negotiation, intention, agreement, etc. related to the matters that should be disclosed in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange; The board of directors has not been informed that the company has undisclosed information that has a great impact on the trading price of the company's shares and their derivatives that should be disclosed in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions; The information disclosed by the company in the early stage does not need to be corrected or supplemented. Through self-examination, the company does not violate the fair disclosure of information.
4、 Necessary risk tips
1. Up to now, the audit of the annual report of the company in 2021 is still in progress, and the audited financial indicators have not been finalized. If the audited financial data of the company in 2021 shows that "the audited net profit of the company in the latest fiscal year is negative and the operating income is less than 100 million yuan", the company is at risk of being delisted; If any other circumstances specified in article 9.3.11 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022) that may be decided to terminate the listing and trading of shares occur after the disclosure of the company's 2021 annual report, Shenzhen Stock Exchange will have the right to decide to terminate the listing of the company's shares. Please pay attention to investment risks.
2. On December 1, 2021, the company received the advance notice of administrative punishment (punishment Zi [2021] No. 112) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"). According to the provisions of the notice on Issuing the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294) on the application of relevant rules to companies that receive the prior notice of administrative punishment after the implementation of the new rules and may involve major illegal compulsory delisting, as well as the identification of the prior notice of administrative punishment, The company preliminarily judged that the illegal acts of information disclosure involved in the prior notice of administrative punishment received this time did not touch the situation of major illegal compulsory delisting described in articles 14.5.1, 14.5.2 and 14.5.3 of the stock listing rules of Shenzhen Stock Exchange (revised 2020); Nor does it touch the situation of major illegal compulsory delisting specified in article 14.4.1 of the Listing Rules of Shenzhen Stock Exchange (revised in November 2018) and articles 2, 4 and 5 of the measures for the implementation of major illegal compulsory delisting of listed companies of Shenzhen Stock Exchange. As of the disclosure date of this announcement, the company has not received the formal decision on administrative punishment issued by the CSRC. If the company subsequently receives the letter of decision on administrative punishment from the CSRC, for example, according to the decision on administrative punishment, it has actually touched the criteria for termination of listing specified in the rules for listing of shares of Shenzhen Stock Exchange (revised in November 2018), According to the notice on Issuing the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294) and the measures for the implementation of major illegal compulsory delisting of listed companies of Shenzhen Stock Exchange (SZS [2018] No. 556), the company may encounter major illegal compulsory delisting, and the listing of the company's shares may be terminated. Finally, it shall be subject to the conclusion of the decision on administrative punishment issued by China Securities Regulatory Commission and the audit results of accounting errors of previous years by the annual audit accountant.
The company solemnly reminds investors that the designated information disclosure media of the company are China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the information published in the above designated media. The company will timely disclose the information in strict accordance with the provisions and requirements of relevant laws and regulations. Investors are invited to make prudent decisions, invest rationally and pay attention to risks.
It is hereby announced.
Shenwu Energy Saving Co.Ltd(000820) board of directors February 14, 2022
