Securities code: 002086 securities abbreviation: * ST Toyo Announcement No.: 2021-91 Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Announcement on applying for cancellation of the delisting risk warning of the company’s stock trading
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1、 Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as “the company”) according to the stock listing rules of Shenzhen Stock Exchange (revised in 2020) and the relevant provisions of the transition period arrangement, the board of directors of the company considers that the company meets the conditions for applying for cancellation of the delisting risk warning of stock trading, and has applied to Shenzhen stock exchange for cancellation of the “delisting risk warning” , it is uncertain whether the final approval of Shenzhen Stock Exchange will be obtained. Investors are advised to pay attention to investment risks.
2. Due to the freezing of the company’s main bank accounts, illegal external guarantees and illegal occupation of the funds of the listed company by the controlling shareholders The net profit before and after deducting non recurring profit and loss in the last three fiscal years, whichever is lower, is negative, and the situation that Hexin Certified Public Accountants (special general partnership) has issued “qualified audit report with significant uncertainty of continuous operation” for the company’s 2020 financial report has not been completely eliminated, and the company has touched the stock listing rules (revised in November 2018) Suspension criteria, According to the provisions of the transitional period arrangement, “if the delisting risk warning situation of the new regulations is not touched, but the listing suspension standard of the stock listing rules (revised in November 2018) is touched, other risk warnings will be implemented for the company’s shares”. Therefore, if the delisting risk warning of the company is approved and revoked by Shenzhen Stock Exchange, the company’s shares will continue to implement “other risk warnings” , the abbreviation of the company’s stock will be changed from “* ST Dongyang” to “St Dongyang”, the daily limit of the company’s stock trading is still 5%, and the company’s stock code remains unchanged.
1、 Delisting risk warning and other risk warning of the company’s shares
1. The company’s shares are accounted for by the controlling shareholder Shandong Oriental Ocean Group Co., Ltd. for non operating reasons
Clause 13.3 Article 1 stipulates that the company’s shares will be subject to “other risk warning” from February 18, 2019.
2. As the audited net profit of the company for two consecutive fiscal years in 2018 and 2019 is negative, and the company’s 2019 annual report has issued an audit report that cannot express an opinion, according to the relevant provisions of paragraph (I) of article 13.2.1 of the stock listing rules of Shenzhen Stock Exchange (revised in November 2018), The company’s stock trading has been implemented “delisting risk warning” since July 1, 2020.
3. Due to the freezing of the company’s main bank account, according to paragraph (2) of article 13.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in November 2018), the company’s shares shall be superimposed and implemented “other risk warning” on July 31, 2020.
4. The net profits attributable to the shareholders of the parent company in 2018, 2019 and 2020 were -791173579.23 yuan, – 1029473772.84 yuan and -299580381.38 yuan respectively, Hexin Certified Public Accountants (special general partnership) issued a “qualified opinion audit report with significant uncertainty of continuous operation” for the company’s 2020 financial report, and because the company’s net profit has been negative for three consecutive years, according to the stock listing rules of Shenzhen Stock Exchange (revised in 2020) and the relevant provisions of the transition period arrangement, the company’s shares will be superimposed and implemented “other risk warning” from April 30, 2021.
2、 Audited financial report of the company in 2020
According to the audit report on Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) 2020 financial statements with qualified opinions issued by Hexin Certified Public Accountants (special general partnership) on April 29, 2021 (Hexin Shenzi [2021] 000601), the company realized an operating income of 427984778.72 yuan in 2020. After deducting the business income irrelevant to the main business and the income without commercial substance, the operating income was 427463978.72 yuan, the net profit attributable to the shareholders of listed companies was -299413811.66 yuan, and the net profit attributable to the shareholders of listed companies after deducting non recurring profits and losses was -447825682.14 yuan, At the end of 2020, the net assets attributable to the shareholders of the listed company were 1431266952.76 yuan.
3、 Application of the company to cancel the delisting risk warning of stock trading
(i) Main audited financial data in 2020
The company disclosed the 2020 annual report on April 30, 2021, According to the Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) 2020 audit report (Hexin Shenzi) with qualified opinions issued by Hexin Certified Public Accountants (special general partnership) (2021) No. 000601), the company realized an operating income of 427984778.72 yuan in 2020. After deducting the business income irrelevant to the main business and the income without commercial substance, the operating income was 427463978.72 yuan, the net profit attributable to the shareholders of the listed company was -299413811.66 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -299413811.66 yuan- 447825682.14 yuan, and the net assets attributable to the shareholders of the listed company at the end of 2020 was 1431266952.76 yuan.
（2） Comparison with rules
1. Whether it touches the verification of delisting risk warning in the stock listing rules of Shenzhen Stock Exchange (revised in 2020):
(1) After verification, the company does not have the situation of delisting risk warning for the company’s stock trading specified in article 14.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020), as follows:
① The audited net profit of the latest fiscal year is negative and the operating income is less than 100 million yuan, or the net profit of the latest fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan.
Company information: the company’s operating income in 2020 was 427984778.72 yuan. After deducting the business income irrelevant to the main business and the income without commercial substance, the operating income was 427463978.72 yuan, the net profit attributable to the shareholders of the listed company was -299413811.66 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -447825682.14 yuan, There is no retroactive restatement. ② The audited ending net assets of the latest fiscal year are negative, or the ending net assets of the latest fiscal year after retroactive restatement are negative.
Company information: the audited net assets attributable to the shareholders of the listed company at the end of 2020 were 1431266952.76 yuan, and there was no retroactive restatement.
③ An audit report that cannot express an opinion or negative opinion is issued in the financial and accounting report of the latest fiscal year.
Company information: Hexin Certified Public Accountants (special general partnership) has issued a qualified audit report on the company’s 2020 financial and accounting report, which does not exist under the above provisions.
④ The decision on administrative punishment of the CSRC indicates that there are false records, misleading statements or major omissions in the financial report of the latest fiscal year disclosed by the company, resulting in the fact that the relevant financial indicators of that year have touched items (I) and (II) of this article.
Company information: on November 30, 2021, the company received the advance notice on administrative punishment and market Prohibition ([2021] No. 13) (hereinafter referred to as the advance notice) issued by Shandong regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）, the CSRC considers that if the company fails to disclose the related party transactions of non operating occupation of funds in time or in the periodic report, fails to disclose the external guarantee in time or in the periodic report, and fails to disclose the major litigation and arbitration in time, it plans to order the company to make corrections, give a warning and impose a fine of 1.3 million yuan. At the same time, the relevant responsible persons shall be banned, warned Penalty of fine.
Up to now, the company has not received the decision on administrative punishment from the CSRC, indicating that there are false records, misleading statements or major omissions in the financial report of the latest fiscal year disclosed by the company, and there are no circumstances specified above.
(2) After verification, the company does not have the situation of delisting risk warning for the company’s stock trading specified in article 14.4.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020).
2. Whether it touches the verification of suspension of listing in the stock listing rules of Shenzhen Stock Exchange (revised in 2018):
According to article 14.1.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2018): “in case of any of the following circumstances, the ownership decides to suspend the listing and trading of its shares: because the net profit touches article 13.2.1 of these rules (1) Under the circumstances specified in item, after the delisting risk warning is implemented for its stock trading, the audited net profit in the first fiscal year will continue to be negative. ”
Company information: the net profit attributable to the shareholders of the listed company in 2020 is -299413811.66 yuan, which is in accordance with the above provisions.
3. Whether it touches other risk warnings in the stock listing rules of Shenzhen Stock Exchange (revised in 2020):
(1) The company’s production and operation activities have been seriously affected and are expected to not return to normal within three months.
Company information: the company achieved an operating income of 427984778.72 yuan in 2020. The company’s production and operation are normal, and there is no situation specified above.
(2) The company’s main bank account is frozen.
Company information: the company’s main bank accounts are frozen. The total amount of frozen application for major bank accounts is about 238 million, and the actual frozen amount is about 7.4747 million.
(3) The board of directors and shareholders’ meeting of the company cannot be held normally and form resolutions.
Company situation: the board of directors and the general meeting of shareholders of the company operate normally, hold meetings normally and form effective resolutions. There is no such situation as the above provisions.
(4) The company has been issued an internal control audit report or assurance report that cannot express opinions or negative opinions in the recent year.
Company information: Hexin Certified Public Accountants (special general partnership) has issued a qualified audit report on the company’s internal control evaluation report in 2020, which does not exist under the above provisions.
(5) The company provides funds to the controlling shareholder or the related person of the controlling shareholder or provides external guarantee in violation of the prescribed procedures, and the situation is serious.
Company information: the company has occupied the funds of the controlling shareholders and violated the provisions of external guarantee. Up to now, the balance of the funds occupied by the controlling shareholders is about 116431000 yuan, and the guarantee balance is about 785974000 yuan, which is in accordance with the above provisions.
(6) The net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative, and the audit report of the last year shows that the company’s ability to continue as a going concern is uncertain.
Company information: in 2020, the company realized an operating revenue of 427984778.72 yuan, a net profit attributable to shareholders of the listed company of -299413811.66 yuan, and a net profit attributable to shareholders of the listed company after deducting non recurring profits and losses of -447825682.14 yuan. The net profit before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative. The company achieved an operating income of 427984778.72 yuan in 2020. The audit report of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) 2020 (hxsz (2021) No. 000601) issued by Hexin Certified Public Accountants (special general partnership) shows that there is uncertainty in the company’s sustainable operation ability, and there are the situations specified above.
in summary, The company does not implement delisting risk warning in the stock listing rules of Shenzhen Stock Exchange (revised in 2020), but touches the listing suspension standard in the stock listing rules (revised in November 2018). According to the provisions of the transition period arrangement, “the delisting risk warning in the new rules is not touched, but touches the stock listing rules (revised in November 2018)” If the listing standards are suspended, other risk warnings shall be implemented for its shares, and shall be implemented in accordance with the new regulations after the disclosure of the 2021 annual report. If other risk warnings under the new regulations are not touched, other risk warnings shall be revoked. “Therefore, the company meets the standards for revoking delisting risk warnings. However, due to the freezing of the company’s main bank accounts, illegal external guarantees, illegal occupation of funds of listed companies by controlling shareholders The net profit before and after deducting non recurring profit and loss in the last three fiscal years, whichever is lower, is negative, and the situation that Hexin Certified Public Accountants (special general partnership) has issued “qualified audit report with significant uncertainty of going concern” for the company’s 2020 financial report has not been completely eliminated. The company has touched the stock listing rules (revised in November 2018) According to the relevant provisions of the transition period arrangement, the company’s stock trading still needs to be subject to other risk warnings.
4、 Risk tips
1. The company’s application for cancellation of the “delisting risk warning” needs to be reviewed and approved by Shenzhen Stock Exchange. There is still uncertainty whether it can obtain the review and approval of Shenzhen Stock Exchange. At the same time, whether Shenzhen Stock Exchange cancels the company’s “delisting risk warning”, the company’s shares will continue to implement the “other risk warning” by Shenzhen Stock Exchange, Please pay attention to investment risks.
2. If the company shares
