Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2021-124 Ccoop Group Co.Ltd(000564)
Announcement on the completion of the implementation of the reorganization plan of the company and its 24 subsidiaries
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.
Ccoop Group Co.Ltd(000564) (hereinafter referred to as "supply and marketing Daji" or "company") and 24 subsidiaries received the civil ruling served by Hainan Higher People's Court (hereinafter referred to as "Hainan high court" or "court") on December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the "reorganization plan") has been completed. The specific circumstances are as follows: I. overview of the reorganization of supply and marketing Daji and its 24 subsidiaries
On February 10, 2021, Hainan high court ruled to accept the creditor's application for reorganization of supply and marketing Daji and 24 subsidiaries, and designated the liquidation group of HNA Group as the manager of supply and marketing Daji and 24 subsidiaries (hereinafter referred to as the "manager") to be responsible for all work of reorganization, For details, please refer to the announcement on the acceptance of company reorganization and delisting risk warning by court ruling (Announcement No.: 2021-016) and the announcement on the reorganization of subsidiaries of the acceptance department by court ruling (Announcement No.: 2021-017) disclosed by the company on February 10, 2021. On September 30, 2021, the second creditor's meeting and investor group meeting of the reorganization of supply and marketing Daji and 24 subsidiaries were held, and the investor group voted and approved the investor's rights and interests adjustment plan (see the announcement on the convening of investor group meeting (Announcement No.: 2021-092) disclosed by the company on September 30, 2021 for details); The creditors' meeting voted on the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (Draft), and determined that the deadline for voting was October 20, 2021. As of the expiration of the voting period, all voting groups have voted to adopt the reorganization plan. For details, see the announcement on the convening and voting results of the second creditor meeting of the company and 24 subsidiaries (Announcement No.: 2021-100) disclosed by the company on October 23, 2021.
On October 31, 2021, Hainan high court ruled to approve the reorganization plan and terminate the reorganization procedure. For details, see the announcement on the court ruling to approve the reorganization plan of the company and its 24 subsidiaries (Announcement No.: 2021-107) disclosed by the company on October 31, 2021.
On December 30, 2021, the company and 24 subsidiaries submitted the report on the completion of the implementation of the reorganization plan to the manager. On the same day, the manager submitted the supervision report on the implementation of reorganization plans of 25 companies such as Ccoop Group Co.Ltd(000564) to Hainan high court, and submitted it to Hainan high court for ruling to confirm that the implementation of reorganization plans has been completed.
On December 31, 2021, the company and 24 subsidiaries received the civil ruling served by Hainan high court, which ruled that the reorganization plan had been implemented.
2、 Main contents of civil ruling
Hainan high court believes that under the supervision of the manager, supply and marketing Daji and its 24 subsidiaries have completed the stock conversion, cash settlement and reservation, debt retention arrangements and other matters specified in the reorganization plan, which meet the standards for completion of implementation specified in the reorganization plan. The situation described by the manager is true, and their application should be allowed. Accordingly, in accordance with the provisions of Article 4, paragraph 1 of Article 91 and article 94 of the enterprise bankruptcy law of the people's Republic of China and item 11 of paragraph 1 of Article 154 of the Civil Procedure Law of the people's Republic of China, it is ruled to confirm that supply and marketing Dachi and its 24 subsidiaries have completed the implementation of the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries. The ruling shall be final and shall take effect from now on.
3、 Impact of reorganization on the company
By implementing the reorganization plan, the company has protected the legitimate rights and interests of all creditors to the greatest extent, resolved the company's debt crisis and improved the company's asset liability structure. After the implementation of the reorganization plan, with the resolution of the debt crisis, the company will gradually restore its sustainable operation ability and profitability, return to the benign development track, and will also have a positive impact on the company's net assets and net profits in 2021. The specific financial data of the company in 2021 shall be subject to the audited financial statements.
4、 Risk tips
(i) As the court ruled to accept the creditors' application for reorganization of the company, according to the relevant provisions of articles 14.4.1 and 14.4.9 of the listing rules, the company's shares have been subject to delisting risk warning since the opening of the market on February 19, 2021. Due to the occupation of non operating funds by shareholders and related parties and undisclosed guarantee, according to the relevant provisions of article 13.3 (5), 13.4 and 13.6 of the listing rules, the company's shares have been superimposed with other risk warnings since the opening of the market on March 1, 2021. Because the company's 2020 financial report is issued by the annual audit institution with significant uncertainty paragraphs related to sustainable operation, the audit report that cannot express opinions, such as the company's 2021 financial report is issued by the annual audit institution with qualified opinions, unable to express opinions or negative opinions, according to article 14.3.11 of the listing rules, The company's shares will face the risk of being delisted. According to the audit report on the effectiveness of internal control in 2020 with negative opinions issued by the annual audit institution, the delisting risk warning and other risk warnings of the company's shares will continue to be implemented since the opening of the market on April 30, 2021 in accordance with the relevant provisions of item (4) of article 13.3 and item (3) of article 14.3.1 of the listing rules.
（2） The company has implemented the reorganization plan and will continue to promote the introduction of reorganization investors and other related work. There is still uncertainty whether the company can successfully introduce reorganization investors. Investors are reminded to pay attention to investment risks.
（3） For the profits of Hainan supply and marketing Daji Holding Co., Ltd. (hereinafter referred to as "the subject of reorganization") that failed to meet the performance commitments in 2018 and 2019, 7698.6937 million shares to be cancelled shall not be converted into increase registration according to the reorganization plan and (2021) qiongpo No. 21-8 civil ruling stipulated in the reorganization plan, 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 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 creditor's rights, However, there is a risk that the pledge of shares cannot be lifted. The company will continue to recover from the relevant commitment parties the compensation liabilities 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 and receive dividend distribution for this part of the performance commitment shares. 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 because it was suspected 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 continue to pay attention to the progress of the above matters and earnestly perform the obligation of information disclosure in strict accordance with the listing rules and other relevant provisions.
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It is hereby announced
Ccoop Group Co.Ltd(000564) board of directors
December 31, 2001
