Securities code: Souyute Group Co.Ltd(002503) securities abbreviation: Souyute Group Co.Ltd(002503) Announcement No.: 2022014 convertible bond Code: 128100 convertible bond abbreviation: soute convertible bond
Abnormal stock trading announcement
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.
1、 Introduction to abnormal fluctuations in stock trading
Souyute Group Co.Ltd(002503) (hereinafter referred to as “the company”) stock trading price within two consecutive trading days (March 2 and March 3, 2022), the cumulative deviation of daily closing price increase exceeds 20%, which belongs to abnormal fluctuation of stock trading according to the relevant provisions of the trading rules of Shenzhen Stock Exchange.
2、 Company concerns and verification
According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, in view of the abnormal fluctuation of the company’s share price, the company verified the controlling shareholder, actual controller and the company’s board of directors and supervisors by telephone: 1. The company did not find that the information disclosed in the previous period needed to be corrected and supplemented;
2. After self-examination and inquiry, the company, the controlling shareholder and the actual controller have no major matters that should be disclosed but not disclosed about the company, or major matters in the planning stage.
3. On March 2, 2022, the company issued “2022012: indicative announcement on the application of the creditor for reorganization” and “2022013: Announcement on the signing of the investment intention agreement for bankruptcy reorganization”, which disclosed that Nanchang Taishun Garment Co., Ltd. (hereinafter referred to as “the applicant”) has applied to Dongguan intermediate people’s court for reorganization of the company, And the company signed the investment intention agreement on Souyute Group Co.Ltd(002503) bankruptcy reorganization (hereinafter referred to as the “agreement”) with Guangzhou high tech Zone Investment Group Co., Ltd. (hereinafter referred to as “high tech Zone Group”). See cninfo.com for details（ http://www.cn.info.com.cn. ）And relevant announcements on the securities times and other media.
4. The company has not found any unpublished material information that may or has had a great impact on the company’s stock trading price reported by the public media recently;
5. Since 2021, due to the shortage of funds and liquidity, many loans of financial institutions of the company and its subsidiaries have been overdue and defaulted. Many financial institutions have filed lawsuits or arbitrations and applied for property preservation. Some bank accounts of the company and its subsidiaries have been frozen by the people’s court, and many assets such as land, real estate and investment equity have been sealed up by the people’s court.
6. Through self-examination and inquiry, the controlling shareholder and actual controller of the company did not buy or sell the company’s shares during the abnormal fluctuation of the company’s stock trading.
3、 Description of no information that should be disclosed but not disclosed
The board of directors of the company confirms that as of the date of announcement, the company has no undisclosed matters or planning, negotiation, intention, agreement, etc. related to the matters that should be disclosed in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions; The board of directors has not learned that the company has undisclosed information that should be disclosed in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions and has 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、 Risk tips
1. After self-examination, the company has not violated the fair disclosure of information.
2. Due to overdue debts, the company may face the need to pay relevant liquidated damages, late fees and default interest, resulting in an increase in the company’s financial expenses; Overdue debts will lead to the decline of the company’s financing capacity and aggravate the company’s capital shortage; Overdue debts will also lead to further expansion of litigation and arbitration, freezing of bank accounts and seizure of assets. These matters have a certain adverse impact on the company’s business development, and there are major uncertainties in the company’s sustainable operation ability.
3. Whether the reorganization application of the company can be accepted by the court and whether the subsequent company enters the reorganization procedure is still subject to major uncertainty. At present, the company has not received the notice of the court. If the court formally accepts the applicant’s application for reorganization of the company, the company will cooperate with the court and the manager to carry out relevant reorganization according to law.
4. The agreement signed between the company and the high tech Zone Group is an agreement of intent, which aims to specify the initial intention reached by both parties on the restructuring investment of the company, so as to promote further specific negotiations between both parties. The specific content of this cooperation is subject to the reorganization plan approved by the court and the specific agreement signed at that time, and there are still major uncertainties.
5. According to item (VII) of article 9.4.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), if the company is accepted by the court for reorganization, the company’s shares and their derivatives will be subject to delisting risk warning (the abbreviation of shares is preceded by ” ST”).
6. If the court formally accepts the applicant’s application for reorganization of the company and the reorganization is successfully implemented, it will help to improve the company’s asset liability structure and promote the company to return to the track of sustainable development; However, even if the court formally accepts the reorganization application, there is still a risk of bankruptcy and liquidation due to the failure of reorganization.
If the company is declared bankrupt, the listing and trading of the company’s shares and their derivatives will be terminated according to item (VI) of article 9.4.17 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
7. The company estimates that the operating income in 2021 will be 500 million yuan to 530 million yuan, the net profit loss attributable to the shareholders of the listed company will be 340 million yuan to 3950 million yuan, and the net assets at the end of 2021 are expected to be – 17 million yuan to 0 million yuan. For details, the company posted on cninfo.com on January 29, 2022（ http://www.cn.info.com.cn. ）And 2022005: 2021 annual performance forecast disclosed in the securities times and other media.
As of the disclosure date of this announcement, the above performance forecast does not need to be amended. According to item (II) of article 9.3.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), if the audited ending net assets of the company in 2021 are negative, the company’s shares and their derivatives will be subject to delisting risk warning after the disclosure of the 2021 annual report (the abbreviation of shares is preceded by ” ST”).
8. China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）For the information disclosure media selected by the company, all information of the company shall be subject to the information published in the above designated media. Investors are invited to invest rationally and pay attention to investment risks.
The company will conscientiously perform the obligation of information disclosure and do a good job of information disclosure in a timely manner in strict accordance with the provisions and requirements of relevant laws and regulations.
It is hereby announced.
Souyute Group Co.Ltd(002503) board of directors March 4, 2022
