Securities code: 600078 securities abbreviation: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) Announcement No.: pro 2022-016 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
Summary and progress announcement of litigation (Arbitration)
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, Jiangyin building 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).
● 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 punish 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
File a case. On December 31, 2021 and January 29, 2022, the company disclosed the announcement on the progress of the company's receipt of the notice of filing by the China Securities Regulatory Commission (Announcement No.: pro 2021-125 and pro 2022-012).
● 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 (for details, see: pro 2021-121, pro 2021-121, pro 2022-001, pro 2022-004, pro 2022-009, pro 2022-011 and pro 2022-015). So far, the reply to the inquiry letter is being actively promoted.
● 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, Accounting for 16.01% of the current total share capital of the company. 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.
● litigation stage of the case: Litigation (Arbitration)
● party status of listed company: defendant / respondent
● accumulative amount involved in the case: RMB 2342069614.89 (including 2211940358.61 for major litigation and 130129256.28 for other litigation (Arbitration); (the total amount of legal fees called by the people's court is 2667005.00 yuan)
● whether it will have a negative impact on the profits and losses of listed companies: the litigation case is still in the trial stage, and it is temporarily impossible to judge the amount of impact on the profits of the company in the current period or later. The final accounting treatment will be subject to the results confirmed by the annual audit of the audit institution.
● the following major litigated cases 1 to 16 are disclosed cases (see announcement: p.2022-010 for details). This announcement is the latest progress of case 4.
On January 28, 2022, the company received the civil ruling of Jiangsu Higher People's Court (2021) suminzhong No. 2417.
Up to now, the accumulated amount involved in the case of the company is 2342069614.89 yuan (including 2211940358.61 yuan for major litigation and 2211940358.61 yuan for other litigation (Arbitration)
130129256.28 yuan; The total amount of litigation fees called by the people's court is 2667005.00 yuan), and the specific circumstances are as follows:
Below:
Interpretation: Jiangyin Chengxing Industrial Group Co., Ltd. (hereinafter referred to as "Chengxing group"), Hanbang (Jiangyin)
Sinopec Co., Ltd. (hereinafter referred to as "Hanbang petrochemical"), Jiangyin Chenggao packaging materials Co., Ltd. (hereinafter referred to as "Hanbang petrochemical")
"Chenggao packaging"), Jiangyin Chengxing Real Estate Development Co., Ltd. (hereinafter referred to as "Chengxing real estate")
Changzhou bostar metal materials Co., Ltd. (hereinafter referred to as "bostar"), Yunnan Xuanwei phosphorus Power Co., Ltd
Company (hereinafter referred to as "Xuanwei phosphorus power"), Jiangyin Chengxing Daily Chemical Co., Ltd. (hereinafter referred to as "Chengxing daily chemical")
Jiangyin daily chemical plant (hereinafter referred to as "Jiangyin daily chemical"), Guangxi Qinzhou Chengxing Chemical Technology Co., Ltd
Hereinafter referred to as "Guangxi Chengxing").
1、 Basic information of being sued in major litigation
Judgment (/
Plaintiff / applicant / defendant / respondent: amount involved (yuan) (project case number, progress mediation / execution bank number, application for procedural decision, etc.)
Receipt of enforcement ruling Report case Bank Of Ningbo Co.Ltd(002142) shares of Finance (2021) Su Property Co., Ltd. Chengxing shares, loan 44928111.64 v. 0281, execute the order of first instance I. the execution dispute has been settled in contract lawsuit No. 5505 of Chengxing group of Wuxi Branch
