ctrcrashteamracing™| *ST Ba 'an received 2 letters of concern in one day, the chairman disclosed his plan to increase his holdings after the stock price fell below 1 yuan

Every reporter Xia Bing, every editor Zhang Haini

After the implementation of "delisting risk warning"Ctrcrashteamracing ™, * ST Baan (Human Rights) (300262Ctrcrashteamracing ™.SZ, share price 1 yuan, market capitalization 670 million yuan, hereinafter referred to as Baan Water) share price plummeted.

At this time, the chairman of the company decided to increase the shareholding of the company by no less than 5 million yuan, but as soon as the plan was announced, the company received a letter of concern from the Shenzhen Stock Exchange.

On May 13, the Shenzhen Stock Exchange issued a letter of concern to Ba'an Water, asking the company to verify whether Chairman Zhang Huagen has a relationship with more than 5% of the company's shareholders, Dong Jiangao and other personnel, as well as the specific source of funds for increasing holdings. The company disclosed its intention to increase its holdings after the company's share price was less than 1 yuan.

On the same day, the Shenzhen Stock Exchange issued a letter of concern about the dispute lawsuit over the construction contract between the company and Liupanshui Water Conservancy Development and Investment Co., Ltd. (hereinafter referred to as Liupanshui Water Investment Company). The company is required to explain the amount of the construction contract, the construction situation so far, and whether there are contradictions and differences between the two parties on the construction of the project.

Is there a situation in which stock prices are speculated by disclosing the plan to increase holdings?

The announcement shows that the company's return net profit has been negative for three consecutive years, with the net profit of-1.304 billion yuan,-386 million yuan and-108 million yuan respectively from 2021 to 2023, and losses for four consecutive years after deducting non-net profit, which are-457 million yuan,-1.257 billion yuan,-331 million yuan and-163 million yuan respectively from 2020 to 2023.

Due to the negative net profit and deducted non-net profit of the company in the past three years, the audit report of Asia Pacific (Group) Accounting firm (Special General Partnership) on the company's 2023 financial statements related to significant uncertainties related to sustainability.

In addition, due to the audit report of the company's 2023 financial statements issued by Asia Pacific (Group) accounting firm (Special General Partnership), the company's shares have been implemented as a "delisting risk warning" since the opening of the market on May 6, 2024, and the short name of the stock has been changed from "Baan Water" to "* ST Baan".

Public data show that Baan Water's main business is the operation of intelligent and omni-directional technical solutions in the field of environmental protection and energy, and its main products are water treatment equipment integrated system, natural gas high pressure station and distributed energy, municipal engineering and so on.

The company disclosed its 2023 financial results on April 30. just after the disclosure of the results, the company's shares recorded two consecutive 20CM limits on May 6 and May 7, and the closing price was less than 1 yuan per share on May 10, closing at 0.83 yuan per share on May 13, with a par value of less than 1 yuan for two consecutive days.

On the evening of May 13th, the company announced that based on confidence in the future development and long-term investment value of the company, Zhang Huagen, chairman of the company, planned to increase the company's shares through centralized bidding within six months from the date of the announcement of this increase plan. the amount of the increase is not less than 5 million yuan and not more than 10 million yuan.

A letter of concern from the Shenzhen Stock Exchange followed. The Shenzhen Stock Exchange requires that the company verify whether there is a relationship between Chairman Zhang Huagen and more than 5% of the company's shareholders, Dong Jiangao and other personnel; ask Chairman Zhang Huagen to explain the specific source of funds for the increase, and whether he is really capable of completing the increase plan. The company discloses the specific schedule of the chairman's subsequent increase in the company's shares, the intention to disclose the increase plan after the company's share price is less than 1 yuan, and whether there is a situation of using the disclosure increase plan to speculate the stock price, and explain the impact on the implementation of the increase plan if the company terminates its listing during the period of the increase plan.

Is it because there are differences between the two sides of the project that Liupanshui Water Investment has failed to repay the loan so far?

On the same day, Baan Water also received a letter of concern from the Shenzhen Stock Exchange because of the lawsuit with Liupanshui Water Investment Company.

The concern letter pointed out that on May 9, 2024, the company disclosed the "Major Litigation notice". Due to the dispute over the construction contract of the construction project, the company took Liupanshui Water Investment Company as the defendant and filed a lawsuit with the Intermediate people's Court of Liupanshui City, Guizhou Province, involving 314.9 million yuan.

In response to this announcement, the Shenzhen Stock Exchange requires the company to explain the contract amount, the progress of the project so far, whether it has been completed, the time of completion (if applicable), the reasons for the uncompleted project (if applicable), and whether there are contradictions and differences between the two parties on the construction of the project.

The announcement shows that by July 1, 2021, the Liupanshui Water Investment Company will settle 500 million yuan and other project principal with the company. Please explain: the specific basis for the Liupanshui Water Investment Company to settle the principal of the project, whether the relevant payment is actually repaid, whether there is still the remaining principal of the project to be repaid, and the reason and rationality that the principal of the project is not included in this litigation request. The reason why Liupanshui Water Investment Company has failed to repay the loan so far, whether there are differences with the company on matters related to the construction of the project; combined with the above-mentioned situation, whether there are false records and misleading statements about the settlement of the principal of the project in the company announcement.

In addition, the annual report shows that the book balance of long-term receivables of Ba'an Water Investment Company to Liupanshui Water Investment Company is 479.6 million yuan. According to the "special description of the board of directors on matters involved in audit reports that cannot express opinions" disclosed earlier by the company, the company said that "Liupanshui Water Investment Company, after discussion by the party committee, showed the repayment commitment letter to the company."

In this regard, the Shenzhen Stock Exchange asked Baan Water to explain in detail the calculation process and impairment test of the long-term receivables of Liupanshui Water Investment Company, and whether the repayment commitment letter was taken as an important consideration in determining the scale of impairment of relevant assets. whether there is a situation in which asset impairment is avoided by obtaining commitment letters. Whether the amount and scope covered by the above repayment commitment letter include the amount related to this lawsuit; if so, please state the reason why the company filed this lawsuit; if not, please explain why the company and Liupanshui Water Investment Company have not reached an agreement on the above-mentioned compensation for breach of contract.

In the light of the above, please indicate whether the actual issuer of the commitment letter is the authorized subject, whether the commitment letter has fulfilled its internal review procedures, and the follow-up repayment arrangements of Liupanshui Water Investment Company.