Securities code: 600807 securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: pro 2022-004 Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Stock trading abnormal fluctuation announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important contents and risk tips:
● the deviation of the closing price increase of the company's shares for three consecutive trading days on January 11, January 12 and January 13, 2022 is more than 20%, which belongs to abnormal fluctuation of stock trading.
● according to the company's self inspection and verification with the controlling shareholders of the company, except that the company's subsidiary plans to acquire part of the equity of Shandong aikewei Biotechnology Co., Ltd. (hereinafter referred to as "aikewei biotechnology"), and the company's subsidiary plans to sell 100% equity of nqm gold2 PTY Ltd to the subsidiary of the related party Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as " Shandong Yulong Gold Co.Ltd(601028) "), As of the disclosure date of this announcement, there are no major events that should be disclosed but not disclosed.
● relevant matters and risk tips
1. The company's acquisition of part of the equity of aikewei biology has the following matters and risks:
(1) The proportion of operating revenue and market share is small, and the gross profit margin is lower than that of the same industry. From January to September 2021, the revenue of ACV biological nucleic acid testing reagents was 20.3 million yuan, accounting for 2.60% of the company's operating revenue in the same period, accounting for a relatively small proportion. The gross profit margin of ACV biological nucleic acid testing reagents was about 15%, lower than the average level of major listed companies in the same industry, and all its customers were in China, accounting for a relatively small market share.
(2) At present, the equity transfer registration has not been completed, and aikewei biology will not be included in the company's financial statements in 2021. At present, the equity transfer registration procedures of aikewei biology have not been completed, which will not be included in the consolidation scope of the company's 2021 financial statements and will not have an impact on the company's 2021 financial statement performance.
(3) The company has no relevant personnel and technical reserves in the biomedical field, so there is an integration risk: the business scope of aikewei biology is quite different from the company's main business, the company has no relevant personnel and technical reserves in the biomedical field, and there is still uncertainty whether the company can effectively integrate and manage aikewei biology after the merger and acquisition.
(4) Risk that the operation fails to meet the expectation and the performance commitment cannot be realized: for example, the future operation of aikewei biology fails to meet the expectation, resulting in the failure to realize the performance commitment, which will affect the overall operating performance and profitability of the company.
2. The company intends to sell 100% equity of nqm gold 2 Pty Ltd, which has the following risks:
(1) Uncertainty risk: the transaction needs to be approved by the competent authority and regulatory authorities, and there is uncertainty about whether it can be implemented; (2) Risk of short-term decline in the company's performance: after the company sells the equity of nqm gold 2 Pty Ltd, there is a risk of affecting the company's operating performance in the short term.
3. The net profit attributable to the parent company of the company in recent one year and one period has suffered losses, with a sharp year-on-year decline: in 2020, the net profit attributable to the shareholders of the listed company was -824.9899 million yuan, a year-on-year decrease of 1406.93%; from January to September 2021, the net profit attributable to the shareholders of the listed company was -165.1923 million yuan, a year-on-year decrease of 110.1196 million yuan, and the company's performance in recent one period was at a loss; 4. The cumulative increase deviated significantly from the industry level in the same period: the short-term increase of the stock was higher than that of the Shanghai stock index and the same industry index in the same period (26.52% from the Shanghai stock index and 27.72% from the same industry index). We are faced with risks such as large fluctuations in our own operating performance and stock increase. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
1、 Details of abnormal fluctuations in stock trading
The cumulative deviation of the closing price increase of the company's shares for three consecutive trading days on January 11, January 12 and January 13, 2022 exceeds 20%. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading.
2、 Relevant information concerned and verified by the company
In view of the abnormal fluctuation of the company's stock trading, the company has verified relevant matters and consulted the controlling shareholders in writing. The relevant information is described as follows:
(I) production and operation
According to the company's self inspection, the company's business activities and internal production and operation order are normal, and the internal and external business environment has not changed significantly.
(II) major events
1. The company held the 25th interim meeting of the 10th board of directors on December 29, 2021, deliberated and adopted the proposal on the plan for major asset sale and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. and its summary. CQT Holding Co., Ltd., a subsidiary of the company, plans to sell 100% of the equity of nqm gold 2 Pty Ltd. to Yurun gold Co., Ltd., a subsidiary of Shandong Yulong Gold Co.Ltd(601028) , The estimated value is about 913 million yuan. This transaction constitutes a major asset restructuring. On January 12, 2022, Shanghai Stock Exchange issued the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. for details, see the relevant announcements disclosed by the company on December 30, 2021 and January 13, 2022.
2. The company's wholly-owned subsidiary Jinan High-Tech Development Co.Ltd(600807) Industrial Development Co., Ltd. (hereinafter referred to as "Jigao industry") and relevant parties jointly funded the acquisition of 60% equity of aikewei biology held by Xilong Scientific Co.Ltd(002584) . After the acquisition, Jigao industry held 27.2202% equity of aikewei biology, which has been deliberated and approved by the shareholders\' meeting of the company. See the relevant announcements disclosed by the company on December 3 and December 11, 2021 for details.
3. According to the company's self-examination and verification with the company's controlling shareholders, except for the matters publicly disclosed by the company in accordance with the provisions of relevant laws, regulations and normative documents in the early stage, the company and its controlling shareholders do not have other major matters affecting the abnormal fluctuation of the company's stock trading, nor do they have major information involving the company that should be disclosed but not disclosed, including but not limited to major asset restructuring Issuance of shares, acquisition of listed companies, debt restructuring, business restructuring, asset divestiture, asset injection, share repurchase, equity incentive, major business cooperation, introduction of strategic investors and other major issues.
(III) media reports, market rumors and hot concepts
Upon verification by the company, no media reports or market rumors requiring clarification or response are found, nor is the concept of market hot spots involved.
(IV) other sensitive information
After verification, the company found no other major events that may have a great impact on the company's share price, and the company's directors, supervisors, senior managers and controlling shareholders did not buy or sell the company's shares during the abnormal fluctuation of the company's stock trading.
3、 Statement of the board of directors and relevant commitments
The board of directors of the company confirms that, except for the disclosure matters involved in part II above, the company does not have any matters that should be disclosed but not disclosed in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange or planning, negotiation, intention, agreement, etc. related to such matters; The board of directors has not been informed of the information that should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and other relevant provisions, which may have 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、 Relevant matters and risk tips
1. The company's subsidiary acquires part of the equity of aikewei biology, which has the following matters and risks:
(1) The proportion of operating revenue and market share is small, and the gross profit margin is lower than that of the same industry. From January to September 2021, the revenue of ACV biological nucleic acid detection reagent products was 20.3 million yuan, accounting for 2.60% of the company's operating revenue in the same period, accounting for a relatively small proportion. The gross profit margin of ACV biological nucleic acid detection reagent products was about 15%, lower than the average level of major listed companies in the same industry, and all its customers were in China, accounting for a relatively small market share.
(2) The equity transfer registration procedures of aikewei biology have not been completed and will not be included in the company's 2021 financial statements. At present, the equity transfer registration procedures of aikewei biology have not been completed, which will not be included in the consolidation scope of the company's 2021 financial statements and will not have an impact on the company's 2021 financial statement performance.
(3) The company has no relevant personnel and technical reserves in the biomedical field, so there is an integration risk: the business scope of aikewei biology is quite different from the company's main business, the company has no relevant personnel and technical reserves in the biomedical field, and there is still uncertainty whether the company can effectively integrate and manage aikewei biology after the merger and acquisition.
(4) Risks of failure to meet expectations and performance commitments: the net profit of aikewei biology in the first half of 2021 was RMB 5.0242 million, Xilong Scientific Co.Ltd(002584) promised that the accumulated after tax net profit of aikewei biology from 2022 to 2024 would not be less than RMB 190 million. If aikewei biology's future operation failed to meet expectations, the performance commitments could not be realized, Will affect the company's overall operating performance and profitability.
2. The company intends to sell 100% equity of nqm gold 2 Pty Ltd, which has the following risks:
(1) Uncertainty risk: this transaction needs to be approved by the competent authority and regulatory authorities, and there is uncertainty about whether it can be implemented;
(2) Risk of short-term decline in the company's performance: as of the first half of 2021, mining revenue accounted for about 59.2% of the company's operating revenue. After the company sold the equity of nqm gold 2 Pty Ltd, there was a risk of affecting the company's operating performance in the short term.
3. The company's net profit and net profit attributable to the parent company have suffered losses in recent years, and decreased sharply year-on-year.
In 2020, the net profit attributable to the shareholders of the listed company was -824.9899 million yuan, a year-on-year decrease of 1406.93%. From January to September 2021, the net profit attributable to the shareholders of the listed company was -165.1923 million yuan, a year-on-year decrease of 110.1196 million yuan, and the company's performance was at a loss in recent years;
4. The company's share price has increased by 25.46% in the past three trading days, significantly deviating from the industry level in the same period.
The closing price of the company's shares increased by 25.46% on January 11, January 12 and January 13, 2022, 26.52% off the Shanghai stock index and 27.72% off the same industry index. The short-term increase of the shares is higher than that of the Shanghai stock index and the same industry index in the same period. Please pay attention to the trading risks in the secondary market, make rational decisions and invest prudently.
The information disclosure media designated by the company are Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange. The information about the company shall be subject to the information published in the above designated media.
It is hereby announced.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
January 14, 2022
