Securities code: 002766 securities abbreviation: * ST soling Announcement No.: 2021-081 Shenzhen Soling Industrial Co.Ltd(002766) Manager
Announcement on the convening of the investor group meeting
The manager, 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.
November 26, 2021, The Shenzhen intermediate people’s court ruled to accept the case of Shenzhen Soling Industrial Co.Ltd(002766) (hereinafter referred to as “soling shares” or “the company”), and appointed Beijing Jindu (Shenzhen) law firm as the company’s manager. For details, see the announcement on the court ruling to accept the company’s reorganization and the risk warning of continued delisting disclosed by the company (Announcement No.: 2021-057) and Announcement on receiving the decision of the court on appointing an administrator (Announcement No.: 2021-059).
The investor group meeting of soling Co., Ltd. was held on December 27, 2021 by combining on-site meeting and online voting to vote on the investor equity adjustment plan of Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft) (hereinafter referred to as “investor equity adjustment plan”). The relevant information of the investor group meeting is hereby announced as follows:
1、 Attendance at the meeting
171 shareholders of soling shares participated in the investor group meeting through on-site participation and online voting, representing 81135330 shares with voting rights, accounting for 19.2376% of the total voting shares of the company. Among them: (I) there are 4 shareholders attending the meeting, representing 58749010 shares with voting rights, accounting for 13.9297% of the total voting shares of the company;
（2） There are 167 shareholders voting online, representing 22386320 voting shares, accounting for 5.3079% of the total voting shares of the company.
2、 Voting at the meeting
The investor group voted on the investor’s equity adjustment plan by combining on-site voting and online voting. The voting is as follows:
On site voting: 58749010 shares agreed; Against 0 shares; Abstain 0 shares; Online voting: 22086220 shares agreed; Against 300100 shares; 0 shares waived.
Voting results: 80835230 shares were approved, accounting for 99.6301% of the valid votes of all shareholders attending the meeting, reaching more than two-thirds; Against 300100 shares, accounting for 0.3699% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 22246220 shares were agreed, accounting for 98.6690% of the shares held by minority shareholders attending the meeting; Against 300100 shares, accounting for 1.3310% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The shareholders attending the investor group meeting did not raise any objection to the voting results, and the proposals considered at the meeting have been effectively voted through.
According to the relevant provisions of the company law of the people’s Republic of China and the enterprise bankruptcy law of the people’s Republic of China, the investor group meeting of soling shares voted and adopted the investor’s equity adjustment plan.
3、 Lawyers witness legal opinions
The investor group meeting was attended and witnessed by lawyers of Guangdong Guohui law firm. Guangdong Guohui law firm issued the legal opinion on Shenzhen Soling Industrial Co.Ltd(002766) investor group meeting, The witness lawyer of Guangdong Guohui law firm believes that: [the convening and convening procedures of this meeting of soling Co., Ltd. comply with the provisions of laws, regulations and normative documents, and the qualifications of the convener, participants, voting procedures and voting results of this meeting are legal and effective].
Because the investor group voted and adopted the investor’s rights and interests adjustment plan, and the creditor’s rights group with property guarantee The ordinary creditor group voted and adopted the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft) (see the announcement of the Shenzhen Soling Industrial Co.Ltd(002766) administrator on the convening of the first creditor meeting (Announcement No.: 2021-080) disclosed on the same day for the convening of the creditor meeting, in accordance with the enterprise bankruptcy law of the people’s Republic of China According to the relevant provisions of paragraph 1 of Article 86, the manager has submitted the application for approval of Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan to Shenzhen intermediate people’s Court on December 27, 2021.
4、 Risk tips
1. As the audited net assets of the company in 2020 are negative, the company has been warned of delisting risk. According to article 14.3.11 of the stock listing rules of Shenzhen Stock Exchange (revised 2020) (hereinafter referred to as the “Stock Listing Rules”), if the company has one of the following circumstances in 2021, the listing and trading of the company’s shares will be terminated by Shenzhen Stock Exchange: (I) the audited net profit is negative and the operating income is less than 100 million yuan, Or after retroactive restatement, the net profit of the latest fiscal year is negative and the operating income is less than 100 million yuan; （2） The audited net assets at the end of the period are negative, or the net assets at the end of the most recent fiscal year are negative after retroactive restatement; (III) the audit report with qualified opinions, unable to express opinions or negative opinions is issued in the financial and accounting report; (IV) the annual report is not disclosed within the statutory time limit, and more than half of the directors guarantee its authenticity, accuracy and completeness; （5） Although it meets the conditions specified in article 14.3.7, it fails to apply to Shenzhen stock exchange for cancellation of delisting risk warning within the specified time limit; (6) because it does not meet the conditions specified in article 14.3.7, its application for cancellation of delisting risk warning has not been examined and approved by Shenzhen Stock Exchange.
2. At present, due to the freezing of major bank accounts and the weak profitability of the company’s main business, the company’s shares have been subject to other risk warnings. Please invest rationally and pay attention to risks.
3. Because it touches article 14.4 of the stock listing rules According to item (7) of Article 1, the company’s shares will continue to be subject to the special treatment of “delisting risk warning”. If the company successfully implements the reorganization and completes the reorganization plan, it will be conducive to optimizing the company’s asset liability structure and improving the company’s sustainable operation and profitability. If the reorganization fails, the company will be at risk of being declared bankrupt. If the company is declared bankrupt, according to Article 14.4 of the Listing Rules According to item (6) of Article 17, the company’s shares will face the risk of delisting.
Subsequently, the manager will timely perform the obligation of information disclosure in accordance with the relevant provisions and requirements of the stock listing rules. The manager and the company solemnly remind investors that China Securities News, Shanghai Securities News, securities daily and cninfo.com (www.cn. Info. Com.. CN) are the information disclosure media designated by the company, and all information of the company shall be subject to the information published in the above designated media.
It is hereby announced.
Shenzhen Soling Industrial Co.Ltd(002766) administrator December 28, 2021
