Stock Code: 600860 stock abbreviation: Beijing Jingcheng Machinery Electric Company Limited(600860) No.: lin2022-017 Beijing Jingcheng electromechanical Co., Ltd
Beijing Jingcheng Machine Electric Company Limited
Announcement on abnormal fluctuation of A-share trading of the company
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 A-share price of Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as “the company”) deviated from the closing price by more than 20% in three consecutive trading days: February 23, 2022, February 24, 2022 and February 25, 2022. According to the relevant provisions of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), it belongs to abnormal fluctuations in stock trading.
As verified by the board of directors of the company to the management of the company and the controlling shareholder of the company, Beijing Jingcheng electromechanical Holding Co., Ltd. (hereinafter referred to as “Jingcheng electromechanical”), as of the date of this announcement, except for the disclosed matters of issuing shares, paying cash to purchase assets and raising supporting funds, there are no matters that should be disclosed but not disclosed by the company and the controlling shareholder of the company.
The company’s main business has not changed and is still manufacturing gas storage and transportation equipment.
The company’s main business is the manufacturing of gas storage and transportation equipment, which does not involve the hydrogen energy battery industry. Moreover, the sales revenue of the company’s hydrogen storage bottles and other related products accounts for a relatively small proportion compared with other main products of the company, and its contribution to the company’s performance is limited. Please make rational decisions and pay attention to the trading risks in the secondary market.
1、 Details of abnormal fluctuations in stock trading
As of February 25, 2022, the deviation value of the closing price of A-Shares of the company has exceeded 20% in three consecutive trading days (February 23, 2022, February 24, 2022 and February 25, 2022). According to the relevant provisions of the Shanghai Stock Exchange, it belongs to abnormal fluctuations in stock trading.
2、 Relevant information concerned and verified by the company
After self inspection and verification of the company and consultation with the controlling shareholders of the company, the verification is hereby announced as follows:
(I) production and operation. According to the company’s self inspection, the company’s current production and operation activities are normal, the internal production and operation order is normal, the company’s main business has not changed significantly, and there are no major matters that should be disclosed but not disclosed.
(II) major events
The company is in the process of issuing shares and paying cash to purchase assets (80.00% equity of Beiyang Tianqing) and raising supporting funds. On December 15, 2021, the review committee of mergers and acquisitions of listed companies (hereinafter referred to as the “M & a committee”) of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) held the 33rd working meeting of the M & a committee in 2021, The issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds were conditionally approved. According to the requirements of the review opinions of the working meeting of the M & a committee, the company has carefully checked and implemented the issues raised in the review opinions together with the independent financial adviser, and made a written reply and public disclosure on the implementation of the review opinions.
The accounting firm hired by the company to purchase assets by issuing shares was filed for investigation by the CSRC. The company received the notice of suspension of examination of administrative license application of the CSRC (No. 212436) issued by the CSRC on January 26, 2022. In accordance with the relevant provisions of item (III) of paragraph 1 of Article 22 of the provisions on the implementation procedures of administrative licensing of the China Securities Regulatory Commission, the CSRC decided to suspend the examination of the company’s purchase of assets by issuing shares this time.
According to the self inspection of the company, except for the above disclosed matters, there are no matters that should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) or the planning, negotiation, intention and agreement related to the matters, The board of directors has not been informed that the company has information that should be disclosed but not disclosed according to the listing rules and other relevant provisions, which has a great impact on the trading price of the company’s shares and their derivatives.
The reply of the company to the controlling shareholder Jingcheng Electromechanical is as follows: Jingcheng electromechanical has no major sensitive information that should be disclosed but not disclosed that affects your company’s share price as stipulated in the listing rules, including but not limited to planning major asset restructuring, share issuance, acquisition, debt restructuring, business restructuring, asset stripping, asset injection, share repurchase Equity incentive, bankruptcy reorganization, major business cooperation, introduction of strategic investors and other major issues.
(III) media reports, market rumors and hot concepts
The company’s main business is the manufacturing of gas storage and transportation equipment, which does not involve the hydrogen energy battery industry. Moreover, the sales revenue of the company’s hydrogen storage bottles and other related products accounts for a relatively small proportion compared with other main products of the company, and its contribution to the company’s performance is limited. The company has not found any media reports or market rumors that may have a significant impact on the company’s stock trading price, and the company has not found any other major events that may have a significant impact on the company’s stock price. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
(IV) other stock price sensitive information
After verification by the company, it is not found that the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company bought and sold the company’s shares during the abnormal fluctuation of the company’s stock trading.
3、 Relevant risk tips
(I) secondary market transaction risk
Within three consecutive trading days (February 23, 2022, February 24, 2022 and February 25, 2022), the decline deviation of the closing price of the company’s A-share stock has exceeded 20%. The company reminds investors to pay attention to the trading risk of the secondary market, make rational decisions and invest prudently!
(II) progress risk of major events
The company is in the process of issuing shares and paying cash to purchase assets (80.00% equity of Beiyang Tianqing) and raising supporting funds. On December 15, 2021, the review committee of mergers and acquisitions of listed companies (hereinafter referred to as the “M & a committee”) of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) held the 33rd working meeting of the M & a committee in 2021, The issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds were conditionally approved. According to the requirements of the review opinions of the working meeting of the M & a committee, the company has carefully checked and implemented the issues raised in the review opinions together with the independent financial adviser, and made a written reply and public disclosure on the implementation of the review opinions.
The accounting firm hired by the company to purchase assets by issuing shares was filed for investigation by the CSRC. The company received the notice of suspension of examination of administrative license application of the CSRC (No. 212436) issued by the CSRC on January 26, 2022.
In accordance with the relevant provisions of item (III) of paragraph 1 of Article 22 of the provisions on the implementation procedures of administrative licensing of the China Securities Regulatory Commission, the CSRC decided to suspend the examination of the company’s purchase of assets by issuing shares this time. For details, see the announcement on receiving the notice of suspension of examination of administrative license application from CSRC (Announcement No.: p.2022-008).
According to the audit, as of December 31, 2020, Beiyang Tianqing achieved an operating revenue of 150561691.72 yuan and a net profit of 29583134.29 yuan; The company realized an operating income of 1088296501.51 yuan, a net profit attributable to shareholders of the listed company of 156431757.57 yuan, and a net profit attributable to shareholders of the listed company after deducting non recurring profits and losses of -127558167.27 yuan. Beiyang Tianqing’s operating revenue accounted for 13.83% of the company’s operating revenue, and its net profit accounted for 18.91% of the company’s net profit attributable to shareholders of listed companies.
At present, the company has not received the official documents approved by the CSRC, which will be announced separately after the company receives the relevant documents from the CSRC. Please pay attention to the relevant announcements of the company and pay attention to the investment risks.
(III) other risk tips.
The company is in the gas storage and transportation equipment industry. The company disclosed the announcement of annual performance loss in 2021 on January 29, 2022. According to the preliminary calculation of the company’s financial department, it is expected that there will be a loss in the annual operating performance in 2021, and the net profit attributable to the shareholders of the listed company is about -22.5 million yuan to -26.5 million yuan, Compared with the same period last year, the loss increased by about 178.9318 million yuan to 182.9318 million yuan. The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was about – 33.5 million yuan to – 37.5 million yuan, a decrease of about 94.0582 million yuan to 90.0582 million yuan compared with the same period of the previous year. For details, please refer to the announcement of annual performance loss in 2021 (Announcement No.: pro 2022-012). Due to the fluctuation of international oil and natural gas prices and the influence of national policies, the company’s operating performance has uncertainty risks, which draws the attention of investors.
4、 Statement of the board of directors and commitments of relevant parties
The board of directors of the company confirmed that, except for the ongoing issues of issuing shares and paying cash to purchase assets (80.00% equity of Beiyang Tianqing) and raising supporting funds, the company has no matters that should be disclosed but not disclosed in accordance with the relevant provisions of the listing rules or 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 according to the listing rules and other relevant provisions and 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. The information disclosure media designated by the company is the website of Shanghai Stock Exchange www.sse com. cn. 、 Www.hkexnews.com is disclosed by Shanghai Securities News and the stock exchange of Hong Kong hk。 Please pay attention to investment risks.
It is hereby announced.
Beijing Jingcheng Machinery Electric Company Limited(600860) board of directors February 25, 2022
