Stock Code: 000564 stock abbreviation: Ccoop Group Co.Ltd(000564) Announcement No.: 2021-004
Announcement on abnormal fluctuations in stock trading
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
Ccoop Group Co.Ltd(000564) (hereinafter referred to as "the company"), stock abbreviation: * ST Daji, stock code: 000564. The deviation of the closing price of the company's shares on December 31, 2021, January 4 and January 5, 2022 has reached more than 12% in total. According to the relevant provisions of the trading rules of Shenzhen Stock Exchange, it belongs to abnormal fluctuation of stock trading.
2、 Verification and explanation on abnormal fluctuation of stock trading
I. operation of the company
According to the self inspection of the company, as of the disclosure date of this announcement, the production and operation activities of the company are normal, the internal and external business environment of the company has not changed significantly, and there are no other major information that should be disclosed but not disclosed.
II. Major events
1. In the early stage, the company's self inspection found that the company had non operating funds occupied by shareholders and related parties, undisclosed guarantees, assets to be concerned, etc. for details, see the company's announcement on the special self inspection report on corporate governance of listed companies (Announcement No.: 2021-007, hereinafter referred to as the "self inspection report") on January 30, 2021 Supplementary announcement on rectification plan for self inspection report (Announcement No.: 2021-015) on February 9, 2021.
2. On February 10, 2021, Hainan Higher People's Court (hereinafter referred to as "the court") ruled to accept the reorganization application of relevant creditors to the company, 24 subsidiaries, the controlling shareholders of the company and their related parties. For details, see the company's announcement on the court's ruling to accept the company's reorganization and delisting risk warning (Announcement No.: 2021-016) on February 10, 2021 Announcement on the court's ruling to accept the reorganization of subsidiaries of the Ministry (Announcement No.: 2021-017) and announcement on the court's ruling to accept the reorganization of controlling shareholders and their related parties (Announcement No.: 2021-018). On March 13, 2021, the court ruled that 321 companies such as HNA Group Co., Ltd. (hereinafter referred to as "321 companies such as HNA Group") should be substantially merged and reorganized, and designated the manager of HNA Group Co., Ltd. (hereinafter referred to as "the manager") as the manager of 321 companies such as HNA Group, including some important shareholders of the company, For details, please refer to the announcement on reorganization of some shareholders ruled by the court on March 16, 2021 (Announcement No.: 2021-028). On September 29, 2021, the second creditors' meeting of the company's controlling shareholders and important shareholders was held. On October 23, the manager announced that each voting group of the company's controlling shareholders and important shareholders had adopted the reorganization plan for substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (draft). For details, see the announcement on the convening and voting results of the second creditors' meeting of the reorganization of controlling shareholders and important shareholders on October 23, 2021 (Announcement No.: 2021-101). On September 30, 2021, the second creditors' meeting and investor group meeting of the reorganization of supply and marketing Daji and 24 subsidiaries were held. The investor group voted and adopted the investor rights and interests adjustment plan. For details, see the announcement on the convening of investor group meeting on September 30, 2021 (Announcement No.: 2021-092). On the same day, 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 approve the reorganization plan. See the announcement on the convening and voting results of the second creditor meeting of the company and 24 subsidiaries on October 23, 2021 (Announcement No.: 2021-100). On October 31, 2021, the court ruled to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the "reorganization plan") and the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd, For details, see the announcement on the court's ruling to approve the reorganization plan of the company and 24 subsidiaries (Announcement No.: 2021-107) and the announcement on the court's ruling to approve the reorganization plan of the company's controlling shareholders and important shareholders (Announcement No.: 2021-108) on October 31, 2021. According to the civil ruling of Hainan high court (2021) qiongpo No. 21-8, the company has implemented the reorganization plan. The equity registration date is December 30, 2021, and the ex right and ex dividend date and listing date are December 31, 2021. For details, see the announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan (Announcement No.: 2021-120) Suggestive announcement on ex rights matters of conversion of capital reserve into share capital in reorganization plan (Announcement No.: 2021-121). On December 31, 2021, the company and 24 subsidiaries received the civil ruling served by the court, which confirmed that the reorganization plan had been implemented. For details, see the company's announcement on the completion of the implementation of the reorganization plan of the company and 24 subsidiaries on December 31, 2021 (Public Notice No.: 2021-124).
3. On December 17, 2021, the company received the notice of filing a case from China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The CSRC decided to file a case against the company for suspected 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.
4. On January 4, 2022, the company received the written resignation report submitted by Chairman Du Xiaoping, director and vice president Chen Tong and supervisor Wang Fulin. The company will complete the relevant by election as soon as possible in accordance with the company law, the articles of association and other relevant regulations, See announcement on resignation of chairman Du Xiaoping, director and vice president Chen Tong (Announcement No.: 2022-001) and announcement on resignation of supervisor Wang Fulin (Announcement No.: 2022-002) on January 5, 2022.
III. media reports, market rumors and hot concepts
After verification by the company, no media reports or market rumors requiring clarification or response that have an impact on the company's stock trading price are found, and the concept of market hot spots is not involved. The company has no other major events that have a great impact on the stock price of the listed company, and the information disclosed by the company in the early stage does not need to be supplemented and corrected.
4. Other stock price sensitive information
It is verified by the company that during the period of stock price change, the company's directors, supervisors, senior managers, controlling shareholders and their persons acting in concert and other important shareholders did not buy or sell the company's shares. Upon inquiry from the controlling shareholder, the controlling shareholder has no other major events that should be disclosed but not disclosed about the company, or major events in the planning stage.
3、 Whether there is a description of information that should be disclosed but not disclosed
The board of directors of the company confirms that the company does not have any other matters that should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") or the planning, negotiation, intention and agreement related to such matters, The board of directors of the company has not been informed that the company has information that should be disclosed but not disclosed in accordance with the listing rules and other relevant provisions and has a great impact on the trading price of the company's shares and their derivatives. There is no need to correct or supplement the information disclosed by the company in the early stage.
4、 Necessary risk tips
On December 31, 2021, January 4 and January 5, 2022, the cumulative decline deviation of the closing price of the company's stock exceeds 12%. The company's stock price fluctuates greatly in the short term. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
II. Due to the court's ruling 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 delisting risk warning of the company's shares has been implemented 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 was issued by the annual audit institution with an audit report that cannot express an opinion with significant uncertainty paragraphs related to sustainable operation, and the audit report with a negative opinion on the effectiveness of internal control was issued by the annual audit institution in 2020, according to the relevant provisions of item (4) of article 13.3 and item (3) of article 14.3.1 of the listing rules, The company's shares will continue to be subject to delisting risk warning and other risk warnings since the opening of the market on April 30, 2021. If the company's 2021 financial report is issued with qualified opinions, unable to express opinions or negative opinions by the annual audit institution, the company's shares will face the risk of delisting according to article 14.3.11 of the listing rules.
III. for the profits of Hainan supply and marketing Daji Holding Co., Ltd. (hereinafter referred to as the "target of reorganization") that failed to meet the performance commitments in 2018 and 2019, according to the reorganization plan and the civil ruling (2021) qiongpo No. 21-8, the 7698.6937 million shares to be cancelled specified in the reorganization plan shall not be converted into increase registration, It is deemed that HNA commercial Holding Co., Ltd. and its persons acting in concert, and New Cooperative Commerce Chain Group Co., Ltd. and its persons acting in concert have fulfilled part of the compensation obligations of performance commitments in 2018 and 2019, and 2205583700 shares have not been cancelled because the right restrictions such as pledge freeze have not been lifted, It needs to be cancelled after the performance commitment party releases the pledge freeze by paying off the creditor's rights, but there is a risk that the pledge of shares cannot be released. 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. Matters related to performance commitment compensation in 2020 shall be handled separately in accordance with relevant regulations. Draw investors' attention to investment risks.
IV. the company has completed 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.
5、 Solemnly remind
The board of directors of the company solemnly reminds investors: China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com..cn. ）As the information disclosure media designated by the company, all information of the company shall be subject to the information published in the above designated media. Please pay attention to relevant announcements, make prudent decisions and pay attention to investment risks.
It is hereby announced
Ccoop Group Co.Ltd(000564)
Board of directors
January 6, 2021
