Securities code: Boomsense Technology Co.Ltd(300312) securities abbreviation: ST bangxun Announcement No.: 2022038 Boomsense Technology Co.Ltd(300312)
Suggestive announcement on applying to the court for reorganization
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. Special note: 1. On April 1, 2021, after the deliberation and approval of the board of directors of Boomsense Technology Co.Ltd(300312) (hereinafter referred to as "bangxun technology" or "the company"), it is proposed to apply to the people's court with jurisdiction (hereinafter referred to as "the court") for reorganization of the company on the grounds that the company cannot pay off its due debts but has reorganization value and possibility. This matter needs to be deliberated by the general meeting of shareholders. 2. The company is involved in litigation due to the illegal external guarantee of the controlling shareholder. At present, the matter has not been completely resolved, resulting in uncertainty whether the company's application to the court can be accepted by the court. In addition, even if the court accepts the company's reorganization application, it is uncertain whether the court will finally rule that the company enters the reorganization procedure. No matter whether it can enter the reorganization procedure or not, the company will continue to actively do a good job in daily operation and management. 3. The company's shares may face the risk of delisting: (1) the company's operation in 2020 touches the relevant circumstances of the Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as the Listing Rules), and the company's stock trading has been subject to delisting risk warning and other risk warnings since April 29, 2021. The company is still facing delisting risk.
According to article 10.3.10 of the Listing Rules: "after a listed company is warned of delisting risk due to items 1 to 3 of paragraph 1 of article 10.3.1, if one of the following occurs in the first fiscal year, the exchange decides to terminate its stock listing and Trading: (I) The audited net profit is negative and the operating income is less than 100 million yuan, or the net profit of the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan; (II) the audited ending net assets are negative, or the ending net assets of the latest fiscal year after retroactive restatement are negative; (III) the financial accounting report is issued with qualified opinions, unable to express opinions or negative opinions; (IV) failing to disclose the annual report guaranteed by more than half of the directors to be true, accurate and complete within the statutory time limit; (V) failed to apply to the bourse for cancellation of delisting risk warning within the specified time limit despite meeting the conditions specified in article 10.3.6; (VI) because the conditions specified in article 10.3.6 are not met, its application for withdrawal of delisting risk warning has not been approved ". If one of the above six situations occurs in 2021, the listing of the company's shares will be terminated.
For details, please refer to Announcement No. 202215, 202222 and 202228 disclosed by the company on January 28, February 24 and March 4, 2022 respectively. (2) If the court decides to accept the company's reorganization application, Shenzhen Stock Exchange will implement delisting risk warning for the company's stock trading. If the company is declared bankrupt and liquidated due to the failure of reorganization, the company's shares will face the risk of delisting according to the relevant provisions of the listing rules. (3) As the company is still facing delisting risk, and the court ruled that it will take some time to accept the company's reorganization application and finally rule that the reorganization plan is successful. The company has the risk of delisting before the court decides to accept the reorganization application submitted by the company or the final decision on the success of the company's reorganization plan. 1、 The specific reasons for the listed company to make the application decision, the purpose of the application, the time of formal submission of the application, and the review procedures that have been performed and still need to be performed
According to the data disclosed in the company's 2020 annual report, as of December 31, 2020, the company's net assets were - 199.89 million yuan, operating income was 19.31 million yuan and net profit was - 242.6 million yuan. The company's 2020 financial and accounting report was issued with an audit report that could not express an opinion.
According to the data (Unaudited) disclosed in the company's performance forecast for 2021, as of December 31, 2021, the company expects net assets to be - 75 ~ - 30 million yuan, operating income to be 110 ~ 150 million yuan and net profit to be - 50 ~ - 74 million yuan.
The net assets attributable to the shareholders of the listed company at the end of the latest audited period are negative. At present, the company has high liabilities, many lawsuits and serious debt crisis. The company has been unable to pay off its due debts, and its assets are not enough to pay off all its debts. The company's main business still has certain market competitive advantages. With the joint efforts of the company's management and all employees, the company has overcome various difficulties such as the freezing of some bank accounts, and the business situation has improved in 2021. According to the company's performance forecast in 2021, the company expects the operating revenue in 2021 to be significantly higher than that in 2020 (the specific financial data shall be subject to the audit report in 2021). If the company can clear the historical burden according to law, the company can lift the debt crisis and improve the quality of assets, which is expected to restore profitability. According to the provisions of the opinions of the State Council on further improving the quality of listed companies on supporting listed companies to clear risks through reorganization, in order to avoid the further deterioration of the company's debt crisis, help the company restore profitability and improve sustainable operation ability as soon as possible, and save the company, the company plans to take the initiative to apply to the court for reorganization of the company, and actively resolve the historical debt pressure of the company through reorganization procedures according to law Introduce restructuring investors to inject liquidity to revitalize the company. Therefore, according to the enterprise bankruptcy law of the people's Republic of China (hereinafter referred to as the "enterprise bankruptcy law") and other relevant provisions, the company plans to apply to the court for reorganization.
The 42nd meeting of the third board of directors and the 32nd meeting of the third board of supervisors considered the matters that the company plans to apply to the court for reorganization, and considered that the current situation of the company meets the conditions of the debtor's application for reorganization to the court in the enterprise bankruptcy law. Through the deliberation, the company plans to apply to the court for reorganization and submit it to the general meeting of shareholders for deliberation and approval. The independent directors of the company have expressed their independent opinions on the above matters. See the opinions of independent directors disclosed on the same day for details.
The company will submit a formal application for reorganization to the court according to law after the application for reorganization is considered and approved by the general meeting of shareholders. According to the practice, after the company submits the formal application for reorganization to the court, it will also go through the process of the court ruling that the company enters the pre reorganization, appointing the reorganization manager, ruling that the company enters the reorganization, approving the company's reorganization plan and ruling that the company's reorganization is successful. 2、 Possible obstacles and solutions to the acceptance of reorganization by the court
The company has issues involving litigation caused by the controlling shareholder's illegal external guarantee, and the above matters have not been fully resolved. If the above matters cannot be properly solved, in accordance with the relevant provisions of the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14), the minutes of the Symposium on the trial of bankruptcy and reorganization cases of listed companies (Fa [2012] No. 261) and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 14 - bankruptcy and reorganization, It may pose an obstacle to the company's application for reorganization being accepted by the court.
See the announcement on special self inspection report of listed companies disclosed on the same day for the matters and solutions involved in litigation caused by the controlling shareholder's illegal external guarantee. 3、 Impact of bankruptcy on Listed Companies
According to the bankruptcy law and other relevant provisions, if the court accepts the company's reorganization application, the company will enter the reorganization procedure according to law, the court will appoint the manager, and the creditor will declare the creditor's rights to the manager according to law. The manager or the company shall formulate the draft of the company's reorganization plan within the specified time limit according to law and submit it to the relevant authority for voting. If the court decides to approve the draft reorganization plan, the reorganization investors will make capital contributions according to the reorganization plan to implement the reorganization plan, the creditors will be paid off according to the reorganization plan, and the company will be successfully restructured according to the reorganization plan. If the company has not been delisted at that time, the company will maintain its listing status. If the draft reorganization plan cannot be approved by the court, the reorganization fails. The court will rule to terminate the reorganization procedure of the company and declare the company bankrupt and liquidated, and the rights and interests of investors and creditors will be disposed of according to the liquidation procedure. No matter whether it enters the reorganization procedure or not, the company will actively do a good job in daily operation management on the existing basis. 4、 Reduction plan of directors, supervisors, senior managers, controlling shareholders and actual controllers of Listed Companies in the next six months
The 12302382 shares of the company held by Zhang Qingwen, the chairman and general manager of the company, and Dai Furong, the deputy general manager of the company, are currently in a judicial freezing state, and may be forcibly disposed of by creditors in the future. The number of shares disposed of shall not exceed the total number of 12302382 shares, that is, not more than 3.84% of the total share capital of the company. Chen Yu, the independent director of the company, and Huang Yiyuan, Shao Liyan and Zhen Mengmeng, the supervisors, promised that there was no plan to reduce the company's shares in the next six months.
Zhang Lihong, the director of the company, Chen Changyuan and Xia Zhihong, the independent directors, promise that they do not hold the company's shares on the date of disclosure of this announcement.
Due to time reasons, the relevant commitment of independent director Luo Jiangang has not been obtained, and the company will report as required after obtaining the relevant commitment.
In early July 2021, Orient Securities Company Limited(600958) Executive Court ruled that after obtaining the shares of the listed company held by the former controlling shareholders Zhang Qingwen and Dai Furong, they would hold 19.67% of the equity of the listed company in total and become the largest shareholder of the listed company. At present, the company has not identified the controlling shareholder. As of the date of this announcement, the company does not know whether Orient Securities Company Limited(600958) has plans to reduce its shares in the next six months. 5、 There is still major uncertainty about whether to enter the reorganization procedure in the follow-up. The listed company's shares may be warned of delisting risk and risk tips related to termination of listing
1. Whether the reorganization application can be accepted by the court and whether the company can enter the reorganization procedure after the court's decision is accepted is still of great uncertainty. No matter whether it enters the reorganization procedure or not, the company will continue to actively do a good job in daily operation and management.
2. Due to the fact that the company's operation in 2020 touches the relevant circumstances of the listing rules, the company's stock trading has been subject to delisting risk warning and other risk warnings since April 29, 2021. The company is now facing delisting risk. See Announcement No. 2021047, 2022015, 2022022 and 2022028 disclosed by the company on April 28, 2021, January 28, February 24 and March 4, 2022 respectively.
3. If the court decides to accept the company's reorganization application, Shenzhen Stock Exchange will implement delisting risk warning for the company's stock trading. If the company is finally declared bankrupt and liquidated due to the failure of reorganization, the company's shares will face the risk of delisting according to the relevant provisions of the listing rules.
4. As the company is still facing delisting risk, and the court ruled that it will take some time to accept the company's reorganization application and finally rule that the reorganization plan is successful. The company has the risk of delisting before the court decides to accept the reorganization application submitted by the company or the final decision on the success of the company's reorganization plan.
Boomsense Technology Co.Ltd(300312) board of directors
April 6, 2022
