Securities code: 600078 securities abbreviation: * ST Chengxing Announcement No.: pro 2022-014 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
Announcement of annual performance increase in 2021
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:
● on May 6, 2021, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (hereinafter referred to as “Chengxing shares”, “company” or “listed company”) shares were warned of delisting risk. According to article 9.3.11 of the Listing Rules of Shanghai Stock Exchange (revised in January 2022), if the annual report of the company in 2021 touches any of the delisting related indicators, the listing of the company’s shares will be terminated.
● on November 9, 2021, the creditor of the company, Jiangyin building decoration products factory, filed an application for bankruptcy reorganization of the company with Wuxi intermediate people’s Court (hereinafter referred to as the “court”) on the ground that the company could not pay off its due debts and its assets were insufficient to pay off all debts. At present, the company has not received the ruling of the court on the applicant’s application for company reorganization, There are still major uncertainties whether the applicant’s application can be accepted by the court and whether the company enters the bankruptcy reorganization procedure. If the court formally accepts the reorganization application of the company, the company will be at risk of being declared bankrupt due to the failure of reorganization. If the company is declared bankrupt, the listing of the company’s shares will be terminated according to article 9.4.13 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022). ● on October 30, 2021, the company released the report of the third quarter of 2021. The main operating conditions are as follows: during the reporting period, the company realized an operating revenue of 2491130164.92 yuan, and the net assets attributable to the shareholders of the listed company were -382835149.95 yuan. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, if the company touches article 9.3.11 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022) in 2021, the listing of the company’s shares will be terminated.
● as of September 30, 2021, the controlling shareholder Jiangyin Chengxing Industrial Group Co., Ltd. (hereinafter referred to as “Chengxing group”) and its related parties still occupied the company’s capital, with a total principal and interest of 2223347882.40 yuan (Unaudited), which has not been returned at present.
● on December 7, 2021, the company and Chengxing group received the notice of filing a case from the China Securities Regulatory Commission on the same day. Due to suspected illegal information disclosure, the China Securities Regulatory Commission decided to file a case against the company and Chengxing group in accordance with the securities law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations.
● on December 16, 2021, the company received the inquiry letter on matters related to the judicial auction of shares held by * ST Chengxing shareholders (SSE Gong Han [2021] No. 2998) (hereinafter referred to as the “inquiry letter”) (see p.2021-118 for details). Because some problems still need further verification, the company was unable to complete all replies within the original time, The company has applied to Shanghai stock exchange for an extension of the disclosure of the reply to the inquiry letter (see: pro 2021-121, pro 2021-124, pro 2022-001, pro 2022-004, pro 2022-011 for details). So far, the reply to the inquiry letter is being actively promoted.
● up to now, the cumulative amount of the company involved in litigation (Arbitration) is 2342069614.89 yuan. ● the shares of 17 companies such as Yunnan Maitreya phosphorus electric chemical Co., Ltd. held by the company were applied for freezing. The total operating revenue of the above companies in 2020 was 508254713.42 yuan, accounting for 77.80% of the company’s operating revenue in 2020; As of the third quarter of 2021, the total operating revenue was 3099428714.01 yuan, accounting for 77.07% of the company’s operating revenue. (the data of individual report is not consolidated and offset)
● up to now, 34 bank accounts of the company and its subsidiaries have been frozen, with the frozen amount of 9840880.42 yuan, accounting for 2.90% of the monetary funds in the third quarter.
● Chengxing group, the controlling shareholder of the company, holds a total of 170826693 shares of the company (all of which are non tradable shares), accounting for 25.78% of the total share capital of the company. At present, the cumulative number of pledged and frozen shares of the company held by Chengxing group is 170826693 shares, accounting for 100% of the total shares of the company and 25.78% of the total share capital of the company; On December 17, 2021, the company issued the Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) suggestive announcement on the judicial auction of the company’s shares held by the controlling shareholders (see announcement: p.2021-117 for details). Jiangyin people’s Court of Jiangsu Province (hereinafter referred to as “Jiangyin court”) will publicly auction all the above shares held by Chengxing group. If the auction is finally concluded, It will lead to changes in the controlling shareholders and actual controllers of the company. The auction time of the company’s shares held by Chengxing group is from 10:00 on January 13, 2022 to 10:00 on January 14, 2022 (except for delay). Because there was no bidder in the first judicial auction, Chengxing group
Holding shares of the company for auction. The second judicial auction will be held from 10:00 on February 14, 2022 to 10:00 on February 15, 2022 (except for delay). The company will pay close attention to the follow-up progress of the above matters and timely perform the obligation of information disclosure in accordance with relevant laws and regulations.
● Jiangyin Hanying Investment Co., Ltd. (hereinafter referred to as “Hanying investment”), the second largest shareholder of the company, holds a total of 106107921 shares (all non tradable shares), accounting for 16.01% of the total share capital of the company. At present, the cumulative pledge and freezing of Hanying investment’s shares are 106107921 shares, accounting for 100% of the total shares of the company, The current share capital of the company accounts for 16.01%. On November 27, 2021, the company issued the Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) suggestive announcement on the judicial auction of the company’s shares held by shareholders (see announcement: p.2021-111 for details). Jiangyin court will publicly auction all the above shares held by Hanying investment. If the auction is finally concluded, it will not lead to changes in the controlling shareholder and actual controller of the company. The first judicial auction of the company’s shares held by Hanying investment was held from 10:00 on December 26, 2021 to 10:00 on December 27, 2021 (except for delay). Because there was no bidder’s bid in the first judicial auction, the auction of the company’s shares held by Hanying investment ended.
On December 28, 2021, the company issued the announcement on the progress of the judicial auction of the company’s shares held by shareholders (see announcement: p.2021-122 for details). The second judicial auction of the company’s shares held by Hanying investment is from 10:00 on January 13, 2022 to 10:00 on January 14, 2022 (except for delay). Because there was no bid from bidders in the second judicial auction, the shares of the company held by Hanying investment were auctioned off. The shares of the company held by Hanying investment will be publicly sold off within 60 days from 10:00 on January 30, 2022 (except for delay). The company will pay close attention to the follow-up progress of the above matters and timely perform the obligation of information disclosure in accordance with relevant laws and regulations.
● the auction and sale of Chengxing group’s shares and Hanying investment’s shares will involve auction, payment, court ruling, equity change and transfer and other links. At the same time, the above-mentioned share auction and sale have set the conditions that the bidder must promise to solve the problem of funds occupied by Chengxing group and obtain the approval of the securities regulatory authority. If the bidder cannot meet the above requirements and bid, it shall be treated as regret and the guarantee shall be confiscated. There are major uncertainties in whether there are subsequent bidders to participate in the auction, whether the bidders can solve the problem of funds occupied by Chengxing group, whether Jiangyin court recognizes the bidder’s bidding qualification, and whether the bidder’s plan to solve the problem of funds occupied by Chengxing group can be recognized by the securities regulatory authorities. There are uncertainties in the final results of the above-mentioned share auction and sale.
● the company expects to realize the net profit attributable to the shareholders of the listed company in 2021 from about 1356 million yuan to 2017.05 million yuan;
● it is estimated that the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is about 79.2 million yuan to 117.81 million yuan.
1、 Performance forecast of the current period
(I) performance forecast period
From January 1, 2021 to December 31, 2021.
(II) performance forecast
1. According to the preliminary calculation of the company’s financial department, the net profit attributable to the shareholders of the listed company is expected to be 1356 million yuan to 2017.05 million yuan in 2021;
2. It is estimated that the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2021 will be 79.2 million yuan to 117.81 million yuan;
3. It is estimated that the annual operating revenue in 2021 will be 3747 million yuan;
4. It is estimated that the operating income in 2021 after deducting the business income irrelevant to the main business and the income without commercial substance will be 3564 million yuan;
5. It is estimated that the owner’s equity at the end of 2021 will be 1310.4 million yuan to 1949.22 million yuan; 6. It is estimated that the owner’s equity attributable to the parent company at the end of 2021 will be 976.8 million yuan to
1452.99 million yuan;
7. Estimated earnings per share in 2021: 2.05-3.05 yuan.
(III) communication with accounting firms
The company has fully communicated with the accounting firm on matters related to the performance forecast, and there is no disagreement with the accounting firm on the performance forecast.
2、 Performance in the same period of last year
(I) net profit attributable to shareholders of the listed company: – 2215861000 yuan. Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses: – 221.13086 million yuan.
(II) the operating income is 3136548500 yuan, and the operating income after deducting the business income irrelevant to the main business and the income without commercial substance is 311422450 yuan.
(III) the owner’s equity is -30226300 yuan, and the owner’s equity attributable to the parent company is -476148100 yuan.
(IV) earnings per share: – 3.34 yuan.
3、 Main reasons for performance increase in the current period
1. The company received the creditor’s statement issued by Jiangsu Asset Management Co., Ltd. on December 31, 2021, The explanation is as follows: “our company is Jiangsu Asset Management Co., Ltd. and now holds Chengxing shares with a debt amount of more than 17458676.22 yuan. Our company agrees to link all creditors of Chengxing shares with the receivables of 2223347882.40 yuan from Chengxing group and its related parties before April 30, 2022 (Unaudited, the final audit shall prevail) Fully realize or accept Chengxing shares and pay off the creditor’s rights held by our creditors with its receivables of 2223347882.40 yuan (Unaudited, subject to audit) to Chengxing group and its related parties instead of cash. No matter whether it can eventually link all creditors of Chengxing shares, our company unconditionally accepts the above arrangement and solves the problem of occupation of remaining funds in other ways “.
The management of the company judges that this letter is likely to be fulfilled in the future. According to the application guide of accounting standards for Business Enterprises No. 13 – contingencies, the corresponding probability interval in Article 2 is likely to be greater than 50% but less than or equal to 95%, The company charged back the total balance of principal and interest of the company’s capital occupied by Chengxing group and its related parties for non operating purposes of the previous year by 72.50% of the median value of the interval.
2. In the second half of 2021, the market price of yellow phosphorus increased greatly, the profitability of the company increased, and the total operating revenue increased at the same time due to the rise of product unit price.
4、 Risk tips
1. On May 6, 2021, the company’s shares were warned of delisting risk. According to article 9.3.11 of the Listing Rules of Shanghai Stock Exchange (revised in January 2022), if the company’s 2021 annual report touches any of the delisting related indicators, the listing of the company’s shares will be terminated.
2. On November 9, 2021, Jiangyin construction and decoration products factory, the creditor of the company, filed an application for bankruptcy reorganization of the company with Wuxi intermediate people’s Court (hereinafter referred to as the “court”) on the ground that the company could not pay off its due debts and its assets were insufficient to pay off all debts. At present, the company has not received the ruling of the court on the applicant’s application for company reorganization, There are still major uncertainties whether the applicant’s application can be accepted by the court and whether the company enters the bankruptcy reorganization procedure. If the court formally accepts the reorganization application of the company, the company will be at risk of being declared bankrupt due to the failure of reorganization. If the company is declared bankrupt, the listing of the company’s shares will be terminated according to article 9.4.13 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022).
3. On October 30, 2021, the company released the report for the third quarter of 2021. The main operating conditions are as follows: during the reporting period, the company realized an operating revenue of 2491130164.92 yuan and the net assets attributable to the shareholders of the listed company were -382835149.95 yuan. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, if the company touches the stock listing rules of Shanghai Stock Exchange in 2021
