Securities code: 600078 securities abbreviation: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) Announcement No.: pro 2022-012 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
With regard to the progress announcement of receiving the notice of filing from the China Securities Regulatory Commission, 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”, “the company” or “the company”) was 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 meets any of the delisting related indicators in 2021, 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). ● 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 2021-121, pro 2022-001, pro 2022-004, pro 2022-009, 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)
● 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 suggestive announcement of Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) that the shares of the company held by the controlling shareholder will be auctioned by judicial auction (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 of the company 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 to bid in the first judicial auction, the shares of the company held by Chengxing group were auctioned off. 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.
● 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.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) on December 7, 2021, it received the notice of filing a case (Zheng Jian Li Jian Li Jian Zi No. 0372021080) from the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). Due to suspected illegal information disclosure, the CSRC decided to file a case against the company 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 the same day, Chengxing group, the controlling shareholder of the company, received the notice of filing a case (Zheng Jian Li Jian Li Jian Zi No. 0372021081) from the China Securities Regulatory Commission. Due to suspected illegal information disclosure, the China Securities Regulatory Commission decided to file a case against 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 31, 2021, the company disclosed the progress announcement of the company on receiving the notice of filing a case from China Securities Regulatory Commission (Announcement No.: pro 2021-125).
Up to now, the company and Chengxing group are actively cooperating with the relevant work of the China Securities Regulatory Commission. There are significant uncertainties in the above filing matters. In order to protect the rights and interests of all shareholders, especially small and medium-sized shareholders, the company has failed to determine the possible impact of the filing matters on the company, and specially reminds the majority of investors to pay attention to the above filing matters. The company will timely perform the obligation of information disclosure in strict accordance with relevant regulations.
The information disclosure media designated by the company are Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com), The relevant announcement information shall be subject to the announcement published by the above designated information disclosure media. Please pay attention to the investment risks.
It is hereby announced.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) board of directors January 29, 2022
