Stock Code: Ccoop Group Co.Ltd(000564) stock abbreviation: Ccoop Group Co.Ltd(000564) Announcement No.: 2022041
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: Ccoop Group Co.Ltd(000564) . The deviation of the closing price of the company's shares on April 22, 2022 and April 25, 2022 has reached more than 12%. According to the relevant provisions of the trading rules of Shenzhen Stock Exchange, it belongs to the 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 is 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 the governance of listed companies (Announcement No.: 2021007, hereinafter referred to as the "self inspection report") on January 30, 2021 Supplementary announcement on rectification plan for self inspection report (Announcement No.: 2021015, hereinafter referred to as "supplementary announcement of self inspection report") on February 9, 2021. 2. On February 10, 2021, the higher people's Court of Hainan Province (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 reorganization of the company and the risk warning of delisting of shares (Announcement No.: 2021016) on February 10, 2021 Announcement on the court's ruling to accept the reorganization of subsidiaries of the Ministry (Announcement No.: 2021017) and announcement on the court's ruling to accept the reorganization of controlling shareholders and their related parties (Announcement No.: 2021018). 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 appointed 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, see the company's announcement on the reorganization of some shareholders ruled by the court on March 16, 2021 (Announcement No.: 2021028). 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 company's announcement on court ruling to approve the reorganization plan of the company and its 24 subsidiaries (Announcement No.: 2021107) on October 31, 2021 Announcement on the court's ruling to approve the reorganization plan of the company's controlling shareholders and important shareholders (Announcement No.: 2021108). 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 announcement on the completion of the implementation of the reorganization plan of the company and 24 subsidiaries on December 31, 2021 (Public Notice No.: 2021124). On April 24, 2022, HNA Group received the civil ruling served by Hainan high court, which confirmed that 321 companies such as HNA Group Co., Ltd. had completed the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. for details, see the company's announcement on the court ruling that the reorganization plan of controlling shareholders and important shareholders of the company has been completed (Announcement No.: 2022039). The company's "self inspection report" and "supplementary announcement of self inspection report" involve the occupation of non operating funds by related parties, which shall be solved by receiving cash, Trust shares and differentiated growth conversion arrangements in the reorganization plan; The losses caused to the company by the undisclosed guarantee have been solved by receiving the trust share and the differentiated conversion arrangement of the reorganization plan. Up to now, the above matters have been rectified. For details, see the announcement on the rectification of the matters involved in the special self inspection report on the governance of listed companies (Announcement No.: 2022040) on April 24, 2022.
3. 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 on suspicion of illegal information disclosure. The company is actively cooperating with the investigation work of the CSRC and performing the obligation of information disclosure in strict accordance with the regulatory requirements.
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 trading price of the company's shares 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 listed companies, 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
The company's directors, some supervisors and senior managers plan to increase their holdings of the company's shares, with the proposed increase of no less than RMB 1.15 million and no more than RMB 2.3 million. For details, see the company's announcement on the plan of directors, some supervisors and senior managers to increase their holdings of the company's shares on April 6, 2022 (Announcement No.: 2022034). According to the verification of the company, during the period of stock price change, the directors, supervisors, senior managers, controlling shareholders, persons acting in concert and other important shareholders of the company 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 undisclosed information
The board of directors of the company confirms that the company has no 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 the matters, and the board of directors of the company has not been informed that the company has matters that should be disclosed but not disclosed in accordance with the relevant provisions of the listing rules Information that has a great impact on the trading price of the company's shares and their derivatives. The information disclosed by the company in the early stage does not need to be corrected or supplemented.
4、 Necessary risk tips
On April 22, 2022 and April 25, 2022, the closing price of the company's shares deviated from the value by more than 12% in two consecutive trading days. The company's share price fluctuated greatly in the short term. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
II. According to the preliminary calculation of the financial department of the company, the net profit loss attributable to the shareholders of the listed company in 2021 is expected to be about 500 million yuan to 950 million yuan. For details, see the performance forecast of 2021 disclosed by the company on January 29, 2022 (Announcement No.: 2022018). The company's performance forecast shall not be amended. At present, the company's 2021 financial and internal control audit is in progress. After the audit is completed, the audit opinions will be disclosed together with the annual report to draw investors' attention to relevant announcements and investment risks.
III. at present, the company still has the situation of delisting risk warning and other risk warnings specified in the Listing Rules: due to the occupation of non operating funds by shareholders and related parties and undisclosed guarantee, the company's shares have been superimposed with other risk warnings since the opening of the market on March 1, 2021. Since the company's 2020 financial report was issued by the annual audit institution with an audit report with significant uncertainties related to sustainable operation, and the effectiveness of internal control in 2020 was issued by the annual audit institution with a negative opinion, the company's shares continued 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 annual financial report is issued with qualified opinions, audit reports that cannot express opinions or negative opinions by the annual audit institution, which touches the situation of stock listing termination in accordance with article 9.3.11 of the Listing Rules (revised in January 2022), the company's shares will face the risk of being terminated. For details, please refer to the risk warning announcement on the possible delisting of the company's shares (Announcement No.: 2022031) on March 26, 2022.
IV. for the profits that failed to meet the performance commitments in 2018 and 2019 of the 2016 restructuring target, according to the restructuring plan and the civil ruling (2021) qiongpo No. 21-8, the 76986937 million shares to be cancelled specified in the restructuring plan will not be registered for increase, which is deemed that HNA commercial control and its concerted actors and new cooperative commerce and its concerted actors have fulfilled part of the compensation obligations of the performance commitments in 2018 and 2019, There are also 2205583700 shares that have not been cancelled due to the right restrictions such as the pledge freeze have not been lifted, which need to be cancelled after the performance commitment party releases the pledge freeze by paying off its creditor's rights, but 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 responsibilities 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 on this part of the performance commitment shares and the right to receive dividend distribution. Compensation for performance commitments in 2020 shall be handled separately in accordance with relevant regulations. Draw investors' attention to investment risks.
V. 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 about 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
April 26, 2002
