Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2022-026 Ccoop Group Co.Ltd(000564)
Risk warning announcement on the possible delisting of the company's shares
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.
Important:
According to article 9.3.5 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Listing Rules") "due to the occurrence of items (I) to (III) of paragraph 1 of article 9.3.1 of these rules Under the circumstances of item, if the delisting risk warning is implemented for its stock trading, it shall disclose the risk warning announcement that the stock may be delisted within one month after the end of the accounting year of the year in which the delisting risk warning is implemented for its stock trading, and disclose the risk warning announcement at least twice before the disclosure of the annual report of the year. " According to the provisions of Ccoop Group Co.Ltd(000564) (hereinafter referred to as "the company"), the risk warning announcement that the company's shares may be delisted was disclosed for the first time on January 29, 2022. This is the second risk warning announcement. Please pay attention to the investment risks.
1、 Reasons for delisting risk warning
Since the company's 2020 financial accounting report was issued by the annual audit institution with an audit report with significant uncertainty related to sustainable operation, according to the relevant provisions of item (III) of paragraph 1 of article 9.3.1 of the listing rules, the company's shares will continue to be subject to delisting risk warning since the opening of the market on April 30, 2021, For details, please refer to the announcement on delisting risk warning and other risk warning of the company's shares on April 30, 2021 (Announcement No.: 2021-052).
2、 The company's shares have the risk of delisting
According to paragraph 1 of article 9.3.11 of the Listing Rules: "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, if one of the following circumstances occurs in the first accounting year, the exchange decides to terminate the listing of its shares: (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) although it complies with the provisions of article 9.3.7, it fails to apply to the exchange for cancellation of delisting risk warning within the specified time limit; (VI) because it does not comply with the provisions of article 9.3.7, its application for cancellation of delisting risk warning has not been examined and approved by the exchange. " If the company's 2021 annual report indicates that the company touches one of the above situations, the company's shares will face the risk of delisting.
3、 Other instructions and risk tips
1. The company's relevant shareholders and their related parties failed to solve the announcement on special self inspection report on corporate governance of listed companies (Announcement No.: 2021-007) on January 30, 2021 and the supplementary announcement on rectification plan for self inspection report (Announcement No.: 2021-015) on February 9, 2021 within one month (i.e. one month from January 30, 2021) For the non operating capital occupation and undisclosed guarantee of shareholders and related parties disclosed in the, the company's shares have been superimposed with other risk warnings since the opening of the market on March 1, 2021. Due to the audit report with negative opinion issued by the annual audit institution on the effectiveness of internal control in 2020, the company's shares continue to be subject to other risk warnings since the opening of the market on April 30, 2021. For details, see the company's announcement on the superimposed implementation of other risk warnings for the company's shares on February 27, 2021 (Announcement No.: 2021-022) and the announcement on the continued implementation of delisting risk warnings and other risk warnings for the company's shares on April 30, 2021 (Announcement No.: 2021-052). 2. According to the preliminary calculation of the financial department of the company, the net profit loss attributable to the shareholders of the listed company in 2021 is expected to be about 500 million yuan to 950 million yuan. For details, see the performance forecast of 2021 disclosed by the company on January 29, 2022 (Announcement No.: 2022-018).
3. For the profits of Hainan supply and marketing Daji Holding Co., Ltd. (hereinafter referred to as the "target of reorganization") that failed to meet the performance commitments in 2018 and 2019, according to the reorganization plan and the civil ruling (2021) qiongpo No. 21-8, the 7698.6937 million shares to be cancelled as stipulated in the reorganization plan shall not be converted into increase registration, It is deemed that HNA commercial control and its persons acting in concert and new cooperative commerce and its persons acting in concert have fulfilled part of the compensation obligations of the performance commitments in 2018 and 2019. There are 2205583700 shares that have not been cancelled due to the right restrictions such as the pledge freeze, which need to be cancelled after the performance commitment party releases the pledge freeze by paying off the creditor's rights, There is a risk that the stock pledge cannot be released. The company will continue to recover from the relevant commitment parties the compensation responsibilities that have not been fulfilled due to the failure to cancel the shares. Before the performance commitment parties have not fulfilled the compensation obligations, they will not have the right to vote on this part of the performance commitment shares and the right to receive dividend distribution. Compensation for performance commitments in 2020 shall be handled separately in accordance with relevant regulations. Draw investors' attention to investment risks.
4. On December 17, 2021, the company received the notice of filing a case from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). The CSRC decided to file a case against the company on suspicion of illegal information disclosure. The company will actively cooperate with the investigation work of the CSRC and perform the obligation of information disclosure in strict accordance with the regulatory requirements.
The company will conscientiously perform the obligation of information disclosure in strict accordance with the listing rules and other relevant provisions, and disclose the progress of relevant matters in a timely manner. The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News, China Securities News and http://www.cn.info.com.cn, All information of the company shall be subject to the information published in the above designated media. Please pay attention to relevant announcements, make prudent decisions and pay attention to investment risks.
It is hereby announced
Ccoop Group Co.Ltd(000564) board of directors
February 26, 2002
