Shenzhen Hemei Group Co.Ltd(002356) announcement on the completion of the implementation of the reorganization plan of the wholly-owned subsidiary
Securities code: 002356 securities abbreviation: * ST Hemei Announcement No.: 2022-003 Shenzhen Hemei Group Co.Ltd(002356)
Announcement on the completion of the implementation of the reorganization plan of the wholly-owned subsidiary
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.
Huizhou haoningda Technology Co., Ltd. (hereinafter referred to as “Huizhou haoningda”), a wholly-owned subsidiary of Shenzhen Hemei Group Co.Ltd(002356) (hereinafter referred to as “the company” or “Hemei group”) On December 31, 2021, Shenzhen Hemei Commercial Co., Ltd. (hereinafter referred to as “Hemei commercial”) received the civil ruling (2021) Yue 03 Po No. 617-3 and (2021) Yue 03 Po No. 616-3) served by Shenzhen intermediate people’s Court (hereinafter referred to as “Shenzhen intermediate people’s court”), and Shenzhen intermediate people’s court ruled to confirm Huizhou haoningda’s reorganization plan The implementation of Hemei’s business restructuring plan has been completed. The details are as follows:
1、 Overview of reorganization of wholly owned subsidiaries
(i) Huizhou haoningda
Shenzhen intermediate people’s court ruled to accept the bankruptcy reorganization case of Huizhou haoningda on November 29, 2021, and appointed Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm as the company manager. For details, see the announcement on the court’s ruling to accept the reorganization of wholly-owned subsidiaries of the company (Announcement No.: 2021-122).
On December 29, 2021, Shenzhen intermediate people’s court held the first creditors’ meeting of Huizhou haoningda reorganization case, which voted and adopted the draft reorganization plan of Huizhou haoningda Technology Co., Ltd. For details, see the announcement on the convening of the first creditors’ meeting of wholly-owned subsidiaries (Announcement No.: 2021-147).
On December 29, 2021, Shenzhen intermediate people’s court made a civil ruling (2021) Yue 03 Po No. 617 BIS, ruling to approve the reorganization plan of Huizhou haoningda Technology Co., Ltd. and terminate the reorganization procedure of Huizhou haoningda. For details, see the announcement on the court’s ruling to approve the reorganization plan of wholly-owned subsidiaries (Announcement No.: 2021-149).
Shenzhen Hemei Group Co.Ltd(002356) announcement on the completion of the implementation of the reorganization plan of the wholly-owned subsidiary
（2） Hemei business
On November 29, 2021, Shenzhen intermediate people’s court ruled to accept the case of Hemei commercial bankruptcy reorganization, and appointed Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm as the company’s manager. For details, see the announcement on the court’s ruling to accept the reorganization of wholly-owned subsidiaries of the company (Announcement No.: 2021-122).
On December 29, 2021, the Shenzhen intermediate people’s court held the first creditors’ meeting of Hemei commercial reorganization, at which the draft reorganization plan of Shenzhen Hemei Commercial Co., Ltd. was voted and adopted. For details, see the announcement on the convening of the first creditors’ meeting of wholly-owned subsidiaries (Announcement No.: 2021-147).
On December 29, 2021, Shenzhen intermediate people’s court made a civil ruling (2021) Yue 03 Po No. 616 BIS, ruling to approve the reorganization plan of Shenzhen Hemei Commercial Co., Ltd. and terminate the reorganization procedure of Hemei Commercial Co., Ltd. for details, see the announcement on the court’s ruling to approve the reorganization plan of wholly owned subsidiaries (Announcement No.: 2021-149).
2、 Main contents of civil ruling
(i) Huizhou haoningda
After review, Shenzhen intermediate people’s court held that the reorganization plan clearly stipulates the standard for the completion of the implementation of the reorganization plan. According to the standard, the reorganization plan has been implemented after being supervised and confirmed by the manager. Huizhou haoningda applied to the court to confirm that the implementation of the reorganization plan is in conformity with the law. In accordance with paragraph 1 of Article 91 and article 94 of the enterprise bankruptcy law of the people’s Republic of China, the ruling is as follows:
(i) Confirm that the reorganization plan of Huizhou haoningda Technology Co., Ltd. has been implemented;
（2） Terminate the reorganization procedure of Huizhou haoningda Technology Co., Ltd.
The application fee of this case is 300000 yuan, which shall be paid preferentially from the property of Huizhou haoningda Technology Co., Ltd.
This ruling shall enter into force as of today.
（2） Hemei business
After review, Shenzhen intermediate people’s court held that the Hemei commercial reorganization plan clearly stipulated the standard for the completion of the implementation of the reorganization plan. According to the standard, the reorganization plan has been implemented after being supervised and confirmed by the manager. He Meishang
Shenzhen Hemei Group Co.Ltd(002356) announcement on the completion of the implementation of the reorganization plan of the wholly-owned subsidiary
The company applied to the court to confirm that the implementation of the reorganization plan was completed and in conformity with the provisions of the law. In accordance with paragraph 1 of Article 91 and article 94 of the enterprise bankruptcy law of the people’s Republic of China, the ruling is as follows:
(i) Confirm that the reorganization plan of Shenzhen Hemei Commercial Co., Ltd. has been implemented;
（2） Terminate the bankruptcy reorganization proceedings of Shenzhen Hemei Commercial Co., Ltd.
The application fee of this case is 300000 yuan, which shall be paid preferentially from the property of Shenzhen Hemei Commercial Co., Ltd.
This ruling shall enter into force as of today.
3、 Impact of reorganization of wholly-owned subsidiaries on the company
1. The implementation of the reorganization plan has significantly improved the financial situation of Huizhou haoningda and Hemei commerce, and improved the asset liability structure of wholly-owned subsidiaries and companies. After the implementation of the reorganization plan, with the resolution of the debt crisis and the support of investors, the company and its wholly-owned subsidiaries will gradually restore their sustainable operation ability and profitability and return to the benign development track.
2. According to the company’s preliminary calculation, the reorganization of the company and its wholly-owned subsidiaries will have a significant positive impact on the company’s net capital at the end of 2021. The specific amount of impact is subject to the audited 2021 annual report officially disclosed by the company.
4、 Risk tips
1. Due to the freezing of the company’s main bank accounts, the provision of external guarantees in violation of specified procedures, the occupation of funds of related parties, and the serious impact on the company’s production and business activities, the relevant matters triggered other risk warning situations specified in the stock listing rules of Shenzhen Stock Exchange (Revised in 2018), and the company’s stock trading was implemented “other risk warning”, For details, please refer to the announcement on the implementation of other risk warnings on the company’s shares (Announcement No.: 2019-079) disclosed by the company on May 18, 2019.
Due to the 2020 annual report, the company’s net profit 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 sustainable operation ability is uncertain; According to the relevant provisions of item (6) of article 13.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2020), the company’s shares have been superimposed with other risk warnings since the opening of the market on April 30, 2021. Since the audited ending net assets of the company in 2020 are negative, according to the relevant provisions of item (II) of article 14.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the company’s shares will be listed in 2021
Shenzhen Hemei Group Co.Ltd(002356) announcement on the completion of the implementation of the reorganization plan of the wholly-owned subsidiary
Delisting risk warning continued to be implemented since the opening of the market on April 30, 2014. The company’s shares will continue to be subject to “delisting risk warning” and “other risk warning” since April 30, 2021. For details, please refer to the announcement on continued delisting risk warning of the company’s shares and superimposed implementation of other risk warnings (Announcement No.: 2021-064) disclosed by the company on April 30, 2021.
The company’s stock trading has been subject to “delisting risk warning” and “other risk warning”. If the company has the circumstances specified in article 14.3.11 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020) in 2021, the company’s shares will face the risk of delisting.
2. The reorganization of the company and its wholly-owned subsidiaries and the completion of the reorganization plan will help to improve the company’s asset liability structure and improve the company’s profitability. However, if the company’s subsequent operation and financial indicators do not meet the requirements of relevant regulatory regulations such as the stock listing rules of Shenzhen Stock Exchange, the company’s shares still have the risk of delisting risk warning or delisting.
3. The company will conscientiously perform the obligation of information disclosure in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, and continue to pay attention to and disclose the progress of relevant matters in a timely manner. The information disclosure media designated by the company are securities times and cninfo.com: http://www.cn.info.com..cn. The information of the company shall be subject to the information published on the website of Shenzhen Stock Exchange and the above designated media. Please invest rationally and pay attention to risks.
It is hereby announced.
Shenzhen Hemei Group Co.Ltd(002356) board of directors
January 4, 2002
