Securities code: 600078 securities abbreviation: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) Announcement No.: pro 2022-039 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
Announcement of abnormal fluctuations in stock trading
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:
● Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (hereinafter referred to as "the company" or "the company") shares have deviated from the closing price by more than 15% for three consecutive trading days on February 22, February 23 and February 24, 2022, which belongs to abnormal fluctuation of stock trading.
● after the company's self-examination and written consultation with the manager of Jiangyin Chengxing Industrial Group Co., Ltd., as of the disclosure date of this announcement, there is no major information that should be disclosed but not disclosed.
● 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.
● the Wuxi intermediate people's court ruled that the company's assets were not sufficient to pay off the debts of the company before November 2029 on the grounds that the applicant had not received the application for reorganization from the Wuxi intermediate people's Court (hereinafter referred to as "Jiangyin intermediate people's court"), 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).
● the company disclosed the performance forecast on January 29, 2022, and the estimated net assets are 1310.4 million yuan to 1949.22 million yuan. However, the accountant of the company issued a special statement saying that according to the provisions of the accounting standards for business enterprises, The company reversed 72.50% of the bad debt reserves of accounts receivable from Jiangyin Chengxing Industrial Group Co., Ltd. (hereinafter referred to as "Chengxing group") and its related parties in 2021 based on the creditor's statement, resulting in the conversion of net assets to positive, which is not based on sufficient basis. The company received the inquiry letter from the Shanghai Stock Exchange on January 28, 2022 and February 7, 2022, requesting an explanation on the matters leading to the confirmation of net assets in accordance with the creditor's statement. The company is actively responding and will timely perform the information disclosure in accordance with relevant regulations.
● on December 7, 2021, the company and Chengxing group received the notice of filing a case from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the same day. Due to the suspected violation of laws and regulations on information disclosure, the CSRC 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 Chengxing group filed a case. Up to now, the company and Chengxing group are actively cooperating with the CSRC in filing the case.
● 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.
● up to now, the cumulative amount of the company involved in litigation (Arbitration) is 2406338941.53 yuan (including 64269326.64 yuan sued by investors as of January 28, 2022).
● on February 8, 2022, 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. On February 9, 2022, the company received a notification letter from Chengxing group, saying that the above reorganization application has been accepted by the court and Jiangsu mousheng law firm has been appointed as the manager of Chengxing group. Chengxing group entered the reorganization procedure, which may have an impact on the equity structure of the company. The company and Chengxing group remain independent in terms of business, personnel, assets, institutions and finance. Chengxing group's entry into the reorganization process will not have an impact on the company's daily production and operation. There is still uncertainty about the success of Chengxing group's subsequent reorganization.
● 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.
● 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.
1、 Details of abnormal fluctuations in stock trading
On February 22, February 23 and February 24, 2022, the closing price of the company's shares deviated by more than 15% in total.
According to the relevant regulations of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading, and there is no material information that should be disclosed but not disclosed by the company.
2、 Relevant information concerned and verified by the company
1. Self inspection of the company
As of the disclosure date of this announcement, except for the disclosed matters, the company's current production and operation activities are normal.
2. Ask the manager of Jiangyin Chengxing Industrial Group Co., Ltd. about the verification
After inquiry and verification with the manager of Jiangyin Chengxing Industrial Group Co., Ltd., up to now, there are no matters that may have a significant impact on the stock trading price of the company, and there are no major information that should be disclosed but not disclosed by the company.
3、 Relevant risk tips
1. On May 6, 2021, due to the negative internal control audit report issued by Su yajincheng in 2020 and the failure to resolve the occupation of funds by controlling shareholders and their related parties, the company's shares were 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.
2. On November 9, 2021, Jiangyin construction and decoration products factory, the creditor of the company, applied to the court for bankruptcy reorganization 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. Can the applicant's application be accepted by the court, There are still major uncertainties about whether the company will enter 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. The company disclosed the performance forecast on January 29, 2022, and the estimated net assets are 1310.4 million yuan to 1949.22 million yuan. However, the accountant of the company issued a special statement saying that according to the provisions of the accounting standards for business enterprises, The company reversed 72.50% of the bad debt reserves of the accounts receivable from Chengxing group and its related parties accrued in 2021 based on the creditor's note, resulting in the confirmation of net assets, which is not based on sufficient basis. The company received the inquiry letter from the Shanghai Stock Exchange on January 28, 2022 and February 7, 2022, requesting an explanation on the matters leading to the confirmation of net assets in accordance with the creditor's statement. The company is actively responding and will timely perform the information disclosure in accordance with relevant regulations.
4. On December 7, 2021, the company and Chengxing group received the notice of filing a case from the CSRC on the same day. Due to suspected illegal information disclosure, the CSRC 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. Up to now, the company and Chengxing group are actively cooperating with the CSRC in filing the case.
5. 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.
6. Up to now, the cumulative amount of the company involved in litigation (Arbitration) is 2406338941.53 yuan (including 64269326.64 yuan sued by investors as of January 28, 2022).
7. On February 8, 2022, the headquarters economic Park applied to Jiangyin court for a lawsuit against Chengxing group, the controlling shareholder of the company
Reforming. On February 9, 2022, the company received a notification letter from Chengxing group, saying that the above reorganization application has been accepted by the court and Jiangsu mousheng law firm has been appointed as the manager of Chengxing group. Chengxing group entered the reorganization procedure, which may have an impact on the equity structure of the company. The company and Chengxing group remain independent in terms of business, personnel, assets, institutions and finance. Chengxing group's entry into the reorganization process will not have an impact on the company's daily production and operation. There is still uncertainty about the success of Chengxing group's subsequent reorganization.
8. 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 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 court will publicly auction all the above shares held by Chengxing group. If the auction is finally concluded, the controlling shareholders and actual controllers of the company will be changed.
9. 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 holds 106107921 shares, accounting for 100% of the total shares of the company and 16.01% of the 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.
4、 Board statement
The board of directors of the company confirms that, in addition to the above matters, the company has not disclosed any matters that should be disclosed but not disclosed in accordance with the relevant provisions of the stock listing rules or the planning, negotiation, intention and agreement related to the matters, and the board of directors has not been informed that the company has disclosed but not disclosed in accordance with the relevant provisions of the stock listing rules Information that has a great impact on the trading price of the company's shares and their derivatives.
The company specially reminds investors to invest rationally and pay attention to investment risks.
It is hereby announced.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) board of directors February 25, 2022
