Stock Code: 600078 stock abbreviation: Chengxing stock No.: pro 2022-018 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
Suggestive announcement on the application for reorganization of controlling shareholders
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") was affected by the fact that the company's internal control audit report with negative opinions was issued by Suya Jincheng Certified Public Accountants (special general partnership) (hereinafter referred to as "Suya Jincheng") in 2020 and the failure to solve the problem of the occupation of funds by the controlling shareholders and their related parties, The company's shares are subject to other risk warnings; Secondly, the audited ending net assets of the company in 2020 were negative, and the financial and accounting report of 2020 was issued, which could not express opinions, and the delisting risk warning of the company's shares was implemented. In view of the fact that the company also triggered relevant provisions such as the Listing Rules of Shanghai Stock Exchange, the company's shares have been 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.
● Jiangyin regional headquarters economic Park Development and Investment Co., Ltd. (hereinafter referred to as "headquarters economic Park") applied to Jiangyin court for reorganization of Chengxing group, the controlling shareholder of the company. Whether the reorganization application is accepted by the court and whether Chengxing group enters the reorganization procedure is still uncertain. If the reorganization application of the headquarters economic park for Chengxing group is accepted by the court, Chengxing group will enter the reorganization procedure, which may have an impact on the equity structure of the company. The company and the controlling shareholder Chengxing group remain independent in terms of business, personnel, assets, institutions and finance. The application for reorganization of Chengxing group will not have an impact on the daily production and operation of the company.
● 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.
1、 Basic information
The company received the notification letter from the controlling shareholder Chengxing group on February 8, 2022, which said that Chengxing group received the notice served by Jiangyin Court on February 8, 2022. Because Chengxing group could not pay off its due debts and the amount of liabilities was huge, its assets were insufficient to pay off all debts, and it was obviously lack of solvency, Apply to Jiangyin court for reorganization of Chengxing group.
2、 Impact on the company and risk tips
1. As of the date of the letter, there are still uncertainties about whether the reorganization application submitted by the headquarters economic park has been accepted by the court and whether Chengxing group has entered the reorganization procedure.
2. As of the date of this announcement, Chengxing group holds 170826693 shares of the company, accounting for 25.78% of the total share capital of the company. The company and the controlling shareholders remain independent in terms of business, personnel, assets, institutions and finance. The application for reorganization of Chengxing group will not have an impact on the daily production and operation of the company.
If the reorganization application of the headquarters economic park for Chengxing group is accepted by the court, Chengxing group will enter the reorganization procedure, which may have an impact on the equity structure of the company.
3. The company and the controlling shareholder Chengxing group remain independent in terms of business, personnel, assets, institutions and finance. The application for reorganization of Chengxing group will not have an impact on the daily production and operation of the company.
4. As of December 31, 2021, Chengxing group, the controlling shareholder of the company, and its related parties still occupied the company's capital, with a total principal and interest of 2238764309.38 yuan (Unaudited), which has not yet been returned.
5. Chengxing group, the controlling shareholder of the company, holds a total of 170826693 shares of the company (all non tradable shares), accounting for 25.78% of the total share capital of the company. At present, Chengxing group holds 170826693 shares of the company, 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
Shoot. 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.
6. 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 company will continue to pay attention to the follow-up progress of relevant matters and fulfill the obligation of information disclosure in time. The company solemnly reminds investors that Shanghai Securities News is the designated information disclosure newspaper of the company and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Specify an information disclosure website for the company. All information of the company shall be subject to the information published in the above designated media. Please pay attention to investment risks.
It is hereby announced.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) board of directors February 9, 2022
