Securities code: 002323 securities abbreviation: * ST Yabo Announcement No.: 2022-004 Shandong Yabo Technology Co.Ltd(002323)
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
Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as the “company”) (Securities Name: * ST Yabo, securities code: 002323) the cumulative deviation of the closing price of the stock for three consecutive trading days (January 11, 2022, January 12, 2022 and January 13, 2022) exceeds 12%. According to the relevant provisions of the trading rules of Shenzhen Stock Exchange, It belongs to abnormal fluctuation of stock trading.
2、 Description of concerns and verification
In view of the abnormal fluctuation of the company’s stock trading, the company has checked the relevant matters and asked the controlling shareholder and actual controller of the company. The relevant matters are explained as follows:
1. On September 30, 2021, the manager received the civil ruling (2021) Lu 20402 Po No. 3-3 served by the Shizhong District Court, ruled to approve the Yabo share restructuring plan and terminate the Yabo share restructuring procedure. For details, please refer to the announcement on the court’s ruling and approval of the reorganization plan (Announcement No.: 2021-078) disclosed by the company on cnchao.com. According to the reorganization plan approved by the court, the company implemented the conversion of capital reserve into share capital and prompted the ex right of stock price. At the same time China Galaxy Securities Co.Ltd(601881) , Shanghai Haihua Yongtai (Beijing) law firm issued special opinions and legal opinions on the calculation formula of the company’s adjustment of the ex right reference price of capital reserve into share capital. For details, please refer to the announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan (Announcement No.: 2021-096), the suggestive announcement on the ex rights of the conversion of capital reserve into share capital (Announcement No.: 2021-097) and the relevant announcements disclosed by the company on cnchao.com Announcement on the progress of ex rights matters of conversion of capital reserve into share capital and resumption of trading of the company’s shares (Announcement No.: 2022-001).
2. The controlling shareholder of the company was changed to Shandong Quanxing Technology Co., Ltd. and the actual controller was changed to Zaozhuang state owned assets supervision and Administration Commission. For details, please refer to the relevant announcement on changes in shareholders’ equity and changes in controlling shareholders and actual controllers (Announcement No.: 2022-002) disclosed by the company on cnchao.com.
3. Under the supervision of the manager of Shandong yabaite, Shandong yabaite agreed to transfer part of the equity, external creditor’s rights and other current assets held by Shandong yabaite according to the provisions of the property management plan, combined with the actual situation of reorganization and relevant legal provisions. This asset disposal will cause the company’s asset impairment loss and affect the company’s owner’s equity and net profit in 2021. The specific amount shall be subject to the audit of the annual report. For details, please refer to the announcement on the progress of the disposal of partial equity, external creditor’s rights and other current assets held by the wholly-owned subsidiary Shandong yabaite (Announcement No.: 2021-104) disclosed by the company on cnchao.com.
4. After verification, there is no need to correct or supplement the information disclosed by the company in the early stage;
5. After verification, the company has not found any unpublished material information that may or has had a great impact on the stock trading price of the company reported by the public media recently;
6. After verification, the company’s business situation and internal and external business environment have not changed significantly.
7. The company, the controlling shareholder and the actual controller have no major events that should be disclosed but not disclosed about the company, or major events in the planning stage.
8. Recently, the company has not found any unpublished major information about performance leakage before the disclosure of periodic reports, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors.
9. During the period of abnormal stock fluctuation, the controlling shareholders and actual controllers did not actively buy and sell the company’s shares.
3、 Whether there is a description of information that should be disclosed but not disclosed
The board of directors of the company confirms that, except for the information disclosed by the company, the company has no undisclosed matters or planning, negotiation, intention, agreement, etc. related to the matters that should be disclosed in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange; The board of directors has not been informed that the company has other information that should be disclosed but not disclosed in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, which 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、 Risk tips
1. On April 25, 2022, the court ruled to accept the company’s reorganization. Because it touched the provisions of item (VII) of article 14.4.1 of the stock listing rules, the company’s shares were subject to delisting risk warning from April 27, 2022. If the company successfully implements the reorganization and completes the reorganization plan, it will help to optimize the company’s asset liability structure and improve the company’s sustainable operation and profitability. If the reorganization fails, the company will be declared bankrupt. If the company is declared bankrupt, according to the provisions of item (VI) of article 14.4.17 of the stock listing rules, the company’s shares will face the risk of delisting. For details, see the announcement on the court’s decision to accept the company’s reorganization and the risk warning of continued delisting of shares (announcement No.: 2022-012) disclosed on cninfo.com on April 27, 2022.
2. Because some debts of the company were overdue, some creditors applied for freezing some bank accounts of the company. When it comes to the situation that “the company’s main bank account is frozen”, the company’s shares have been subject to other risk warnings since July 10, 2019. For details, see the announcement on the corresponding situation of other risk warnings triggered by the freezing of the company’s main bank account (Announcement No.: 2019-055) disclosed by the company on cninfo.com on July 10, 2019.
3. Since the net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years is negative, and the audit report of the last year shows that there is uncertainty in the company’s sustainable operation ability, which touches the provisions of item (VI) of article 13.3 of the stock listing rules, the company’s shares have been superimposed with other risk warnings since the opening of the market on April 30, 2022, For details, see the announcement on superimposing and implementing other risk warnings (Announcement No.: 2022-016) disclosed by the company on cninfo.com on April 30, 2022.
4. Under the supervision of the manager of Shandong yabaite, Shandong yabaite agreed to transfer part of the equity, external creditor’s rights and other current assets held by Shandong yabaite according to the provisions of the property management plan, combined with the actual situation of reorganization and relevant legal provisions. This asset disposal will cause the company’s asset impairment loss and affect the company’s owner’s equity and net profit in 2021. The specific amount shall be subject to the audit of the annual report. For details, please refer to the announcement on the progress of the disposal of partial equity, external creditor’s rights and other current assets held by the wholly-owned subsidiary Shandong yabaite (Announcement No.: 2021-104) disclosed by the company on cnchao.com.
The board of directors will earnestly perform the disclosure obligation in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and disclose the progress of the company’s reorganization in a timely manner. The information released by the board of directors shall be disclosed by the designated information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) The published information shall prevail. Please make careful decisions and pay attention to investment risks.
It is hereby announced.
Shandong Yabo Technology Co.Ltd(002323) board of directors January 14, 2022
