Securities code: 600807 securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: pro 2022-017 Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
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 contents and risk tips:
● the deviation of the closing price increase of the company's shares for three consecutive trading days on February 22, February 23 and February 24, 2022 is more than 20%, which belongs to abnormal fluctuation of stock trading.
After self-examination and verification with the controlling shareholders of the company, the company disclosed that the subsidiary of the company plans to sell 100% of the equity of nqm gold 2pty Ltd (hereinafter referred to as "nqm company") to the subsidiary of the related party Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as " Shandong Yulong Gold Co.Ltd(601028) ") and the subsidiary of the company acquires part of the equity of Shandong aikewei Biotechnology Co., Ltd. (hereinafter referred to as "aikewei biology"), As of the disclosure date of this announcement, there are no major events that should be disclosed but not disclosed.
● the company plans to sell 100% equity of nqm company:
1. Uncertainty risk: at present, the inquiry letter of the reorganization plan has not been replied, and the transaction still needs to perform the corresponding approval and filing procedures of the competent authority and relevant departments, so there is uncertainty about whether it can be implemented;
2. Risk of short-term decline in the company's performance: after the company sells the equity of nqm, there is a risk of affecting the company's operating performance in the short term. ● when the wholly-owned subsidiary of the company acquires part of the equity of aikewei biology, there are the following matters and risks:
Aikewei biology will not be included in the consolidation scope of the company's 2021 financial statements and will not have an impact on the company's 2021 financial statement performance; Its revenue from nucleic acid testing reagents accounts for a relatively small proportion of the company's operating revenue in the same period, and its market share is relatively small; After the merger and acquisition of the company, there is still uncertainty about whether the company can effectively integrate and manage it, and there are risks that the operation fails to meet expectations and the performance commitment cannot be realized.
● the cumulative increase deviates significantly from the level of the market and the industry in the same period: the short-term increase of the stock is higher than that of the Shanghai stock index and the same industry index in the same period (20.85% and 22.89% respectively), and the short-term increase of the stock is higher than that of the Shanghai stock index and the same industry index in the same period. Please pay attention to the trading risk of the secondary market, make rational decisions and invest prudently.
1、 Details of abnormal fluctuations in stock trading
The deviation of the closing price increase of the company's shares for three consecutive trading days on February 22, February 23 and February 24, 2022 is more than 20%. 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
In view of the abnormal fluctuation of the company's stock trading, the company has checked the relevant matters and consulted the controlling shareholders in writing. The relevant information is explained as follows:
(I) production and operation
According to the company's self inspection, the company's business activities and internal production and operation order are normal, and the internal and external business environment has not changed significantly.
(II) major events
1. The proposal on the sale of 100% equity of Jinan Yurun Co., Ltd. and its subsidiaries to be held at the 25th session of the board of directors on August 2028 was adopted, This transaction constitutes a major asset restructuring. For details, see the relevant announcement disclosed by the company on December 30, 2021. On January 12, 2022, Shanghai Stock Exchange issued the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. according to the requirements of the inquiry letter, the company is actively organizing relevant parties to verify and reply to relevant matters item by item. The company will be held on January 20, January 27, February 10 and February 17, 2022 respectively On February 19, the relevant announcement of delayed reply to the inquiry letter was disclosed.
As of the disclosure date of this announcement, in order to improve the quality of information disclosure, fully protect the interests of small and medium-sized investors and ensure the authenticity, accuracy and integrity of the reply and subsequent information disclosure, the company needs to fully discuss and carefully study the relevant contents, and the work related to the reply to the reorganization inquiry letter has not been completed; In order to ensure the timeliness of relevant audit data, relevant intermediaries have carried out the updating of the financial data of the target company, and the due diligence and audit involved in this transaction have not been completed. After the completion of relevant work, the company will convene the board of directors again to review the formal plan of this transaction and disclose the restructuring report, And perform relevant follow-up approval and information disclosure procedures in accordance with relevant laws and regulations.
2. The wholly-owned subsidiary of the company and related parties jointly funded the acquisition of 60% equity of aikewei biology held by Xilong Scientific Co.Ltd(002584) . After the acquisition, the wholly-owned subsidiary of the company holds 27.2202% equity of aikewei biology, which has been deliberated and approved by the general meeting of shareholders of the company. At present, the above equity transfer has been completed. See the relevant announcements disclosed by the company on December 3, December 11, 2021 and February 19, 2022 for details.
3. According to the company's self-examination and verification with the company's controlling shareholders, except for the matters publicly disclosed by the company in accordance with the provisions of relevant laws, regulations and normative documents in the early stage, the company and its controlling shareholders do not have any other major matters affecting the abnormal fluctuation of the company's stock trading, nor do they have any major information related to the company 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 divestiture, asset injection, share repurchase, equity incentive, major business cooperation, introduction of strategic investors and other major issues.
(III) media reports, market rumors and hot concepts
After verification by the company, no media reports or market rumors requiring clarification or response were found, nor did the concept of market hot spots be involved.
(IV) other sensitive information
After verification, the company did not find any other major events that may have a great impact on the company's share price, and the company's directors, supervisors, senior managers and controlling shareholders did not buy or sell the company's shares during the abnormal fluctuation of the company's stock trading.
3、 Statement of the board of directors and relevant commitments
The board of directors of the company confirms that, in addition to the disclosure matters involved in part II above, 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 should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and other relevant provisions, which may have a great impact on the trading price of the company's shares and their derivatives; The information disclosed by the company in the early stage does not need to be corrected or supplemented.
4、 Relevant matters and risk tips
(I) the company plans to sell 100% equity of nqm company:
1. Uncertainty risk: at present, the inquiry letter of the reorganization plan has not been replied, and the transaction still needs to perform the corresponding approval and filing procedures of the competent authority and relevant departments, so there is uncertainty about whether it can be implemented;
2. Risk of short-term decline in the company's performance: after the company sells the equity of nqm, there is a risk of affecting the company's operating performance in the short term. (II) when the wholly-owned subsidiary of the company acquires part of the equity of aikewei biology, there are the following matters and risks:
Aikewei biology will not be included in the consolidation scope of the company's 2021 financial statements and will not have an impact on the company's 2021 financial statement performance; Its revenue from nucleic acid testing reagents accounts for a relatively small proportion of the company's operating revenue in the same period, and its market share is relatively small; After the merger and acquisition of the company, there is still uncertainty about whether the company can effectively integrate and manage it, and there are risks that the operation fails to meet expectations and the performance commitment cannot be realized.
(III) the company's share price has increased by 19.12% in the past three trading days, significantly deviating from the industry level in the same period.
The closing price of the company's shares rose by 19.12% on February 22, February 23 and February 24, 2022, 20.85% off the Shanghai stock index and 22.89% off the same industry index. The short-term rise of the shares is higher than that of the Shanghai stock index and the same industry index in the same period. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
The information disclosure media designated by the company are Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange. The information about the company shall be subject to the information published in the above designated media.
It is hereby announced.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
February 25, 2022
