Progress announcement on other matters related to the implementation of risk warning in the company’s stock trading
Securities code: 300178 securities abbreviation: * ST tengbang Announcement No.: 2022-024 Tempus Global Business Service Group Holding Ltd(300178)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as “the company”) disclosed the announcement on the continued delisting risk warning of the company’s shares and the superposition of other risk warnings (Announcement No.: 2021-092) on May 26, 2021. Due to the company’s failure to fulfill the review procedures and provide guarantee for the controlling shareholder tengbang Group Co., Ltd. (hereinafter referred to as “tengbang group”) to Zhou Shiping’s three loans, it is expected that it will not be solved within one month after the disclosure of the above announcement. According to item (V) of article 9.4 of Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), the company’s shares have been subject to other risk warnings by Shenzhen Stock Exchange since May 27, 2021.
2. According to Article 9.8 of the listing rules, the company shall disclose the progress announcement at least once a month until the corresponding situation is eliminated.
1、 Basic information and progress of implementing other risk warnings
On May 26, 2021, the company disclosed the announcement on the delisting risk warning of the company’s shares and the superposition of other risk warnings (Announcement No.: 2021-092). Due to the company’s failure to fulfill the review procedures and provide guarantee for the three loans from the controlling shareholder tengbang group to Zhou Shiping, it is expected that it will not be solved within one month after the disclosure of the above announcement. According to item (V) of article 9.4 of the listing rules, the company’s shares have been warned of other risks by Shenzhen Stock Exchange since May 27, 2021.
On June 25, July 24, August 25, September 24, October 29, November 26, December 24 and January 25, 2021, the company disclosed the progress announcement on other risk warning related matters of the company’s Stock Trading (Announcement No.: 2021-106, 2021-117, 2021-124, 2021-140, 2021-149, 2021-154, 2021-169 and 2022-011).
Progress announcement on other matters related to the implementation of risk warning in the company’s stock trading
As of the disclosure date of this announcement, two of the borrowing companies have received the case award issued by the Beijing Arbitration Commission. For details, see the progress announcement on the company’s external guarantee (Announcement No.: 2021-156 and 2022-004) disclosed by the company on November 30, 2021 and January 7, 2022 respectively. Another loan, Shenzhen Futian District People’s court has not made a judgment on the case involved in the above guarantee matters, and the guarantee liability has not been clarified.
2、 Measures taken by the company during the implementation of other risk warnings
Based on the attitude of being highly responsible to all shareholders, the company and the board of directors continue to urge the controlling shareholders of the company to properly handle and solve the above guarantee matters as soon as possible.
3、 Other instructions and relevant risk tips
1. Shenzhen lianri Guangyao Management Consulting Co., Ltd. (hereinafter referred to as “lianri Guangyao”), the creditor of tengbang group, the controlling shareholder of the company, submitted an application for pre reorganization to Shenzhen intermediate people’s Court of Guangdong Province (hereinafter referred to as “Shenzhen intermediate people’s court”) on October 10, 2020, On March 8, 2021, Shenzhen intermediate people’s court received the decision (2020) Yue 03 Po Shen No. 504, 505 and 507 from Shenzhen intermediate people’s court. Shenzhen intermediate people’s court decided to start the pre reorganization procedure for tengbang group and its subsidiaries tengbang Asset Management Group Co., Ltd. and tengbang Logistics Co., Ltd, The pre reorganization period is three months, and Beijing Zhonglun (Shenzhen) law firm and KPMG enterprise consulting (China) Co., Ltd. are appointed as the manager during the pre reorganization period. On December 15, 2021, tengbang group received the civil ruling (2020) Yue 03 Po Shen No. 505 from the Shenzhen intermediate people’s court. The Shenzhen intermediate people’s court filed an application for reorganization of tengbang group against the creditor lianri Guangyao, which was not accepted. Tengbang group received the petition of appeal filed by lianri Guangyao from Shenzhen intermediate people’s Court on December 29, 2021. Lianri Guangyao earnestly requested Guangdong Higher People’s Court (hereinafter referred to as “Guangdong High Court”) to accept the bankruptcy reorganization application of the respondent tengbang group according to law, and instructed Shenzhen intermediate people’s court to hear the case according to law. The subsequent appeal still needs to be filed and heard by the Guangdong high court. There is great uncertainty about whether the Guangdong high court supports the appeal request of lianri Guangyao and the final judgment result. Please invest rationally and pay attention to risks.
2. The company’s 2020 audit institution Asia Pacific (Group) accounting firm (special general partnership) issued an audit report that could not express an opinion on the company’s 2020 financial report, and the company’s shares have been subject to special treatment of “delisting risk warning” since May 6, 2021. According to the preliminary calculation of the company’s financial department, the net assets attributable to the shareholders of the listed company at the end of 2021 are -899 million to -11687 million yuan. For details, please refer to the business plan of 2021 disclosed by the company on cninfo.com on January 25, 2022
Progress announcement on other matters related to the implementation of risk warning in the company’s stock trading
Performance forecast, risk warning announcement on the possible delisting of the company’s shares (Announcement No.: 2022-008, 2022-009). After the delisting risk warning is implemented for the company’s stock trading, if the company touches the relevant provisions of 10.3.10 of the GEM Listing Rules of Shenzhen Stock Exchange when disclosing the 2021 annual report, the company’s shares will face delisting. Please invest rationally and pay attention to risks.
3. The company submitted the reorganization application to Shenzhen intermediate people’s Court on April 13, 2021 and received the decision and other legal documents issued by Shenzhen intermediate people’s Court on July 14, 2021. Shenzhen intermediate people’s court decided to start the pre reorganization of the company and appointed Beijing Zhonglun (Shenzhen) law firm and KPMG enterprise consulting (China) Co., Ltd. to jointly act as the manager during the pre reorganization period. On December 15, 2021, the company received the civil ruling (2021) Yue 03 Po Shen No. 250 issued by Shenzhen intermediate people’s court. Because the company has not obtained the no objection letter on the company’s reorganization issued by China Securities Regulatory Commission and has exceeded the pre reorganization period, Shenzhen intermediate people’s court ruled not to accept the company’s bankruptcy reorganization application.
The company has submitted the civil appeal to the Guangdong High Court on December 20, 2021. The appeal still needs to be filed and heard by the Guangdong high court. There is great uncertainty about whether the Guangdong high court supports the company’s appeal request and the final judgment result of this case. Please invest rationally and pay attention to risks.
4. On November 30, 2021, the company received the notice of filing a case (No.: Zheng Jian Li Jian Zi No. 00720211) from the China Securities Regulatory Commission. The company was filed for investigation due to its suspected illegal information disclosure. Up to now, the company has not received the conclusive opinions or decisions of the China Securities Regulatory Commission on the investigation, For details, please refer to the announcement on receiving the notice of filing a case from the CSRC (Announcement No.: 2021-157) disclosed by the company on cninfo.com on December 2, 2021. Please invest rationally and pay attention to risks.
5. As of the disclosure date of this announcement, the company’s production and operation are still ongoing. According to Article 9.8 of the listing rules, the company shall disclose the progress announcement at least once a month until the corresponding situation is eliminated. The company will timely perform the obligation of information disclosure in accordance with the provisions of the listing rules and other laws and regulations.
6. All information of the company shall be disclosed on the gem information disclosure website designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The disclosure shall prevail. Please invest rationally and pay attention to risks.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
February 24, 2022
