Securities code: 600112 stock abbreviation: * ST Tiancheng Announcement No.: pro 2021-142 Guizhou Changzheng Tiancheng Holding Co.Ltd(600112)
Announcement on receiving the inquiry letter from Shanghai Stock Exchange
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.
On December 23, 2021, Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) (hereinafter referred to as “the company”) received the second inquiry letter on Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) solving some capital occupation through debt restructuring (szgh [2021] No. 3017, hereinafter referred to as “the inquiry letter”) issued by the management department of listed companies of Shanghai Stock exchange. The specific contents are as follows:
1、 Full text of regulatory inquiry letter
“ Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) ：
On the evening of December 10, 2021, your company disclosed that it planned to solve the problem of partial capital occupation through debt restructuring. Our department sent an inquiry letter that night, and your company submitted a reply to the announcement on the evening of December 23, 2021. In accordance with Article 16.1 of the stock listing rules of the exchange, the company and relevant parties are requested to verify and supplement the disclosure of the following issues.
1、 The reply to the inquiry letter shows that, Liu Keyang has obtained Galaxy biology, a listed company in Shenzhen Stock Exchange (stock code 000806) has become the actual controller of Galaxy biology, but has not obtained the equity of Galaxy biology. Liu Keyang and Tiandi Heming will solve the problem of Galaxy Group’s occupation of part of the company’s funds through this debt restructuring, and will obtain further support and assistance from galaxy group and its actual controller to gradually obtain the equity of Galaxy biology. Please the company and Galaxy collection Regiment Liu Keyang and other relevant parties verify and supplement the disclosure: (1) Galaxy Group and Liu Keyang and other relevant parties are requested to give a clear reply on whether the debt restructuring is the consideration for Liu Keyang’s acquisition of all or part of the equity of Galaxy biology and whether it constitutes a package arrangement; (2) Whether there is an agreement or interest arrangement between the relevant parties. If Liu Keyang cannot obtain the equity of Galaxy biology, will the debt restructuring be terminated or revoked as consideration; (3) the company is requested to refer to the accounting standards for business enterprises, guidelines for the application of regulatory rules – accounting category 1 And other relevant requirements, and answer whether there is significant uncertainty in this debt restructuring and whether the recognition of relevant income meets the requirements of the standards. Please express your opinions clearly.
2、 The reply to the previous inquiry letter did not fully answer the relevant questions, The company and relevant parties are requested to clarify: (1) whether there is a concerted action relationship between Liu Keyang, Tiandi Heming and Guangxi railway investment, and whether there is an undisclosed agreement or arrangement that should be disclosed. Guangxi railway investment and its controller are requested to issue explanatory materials; (2) the kinship between Zhao Aiyin, the controlling shareholder of Tiandi Heming, and Liu Keyang.
3、 In the reply to the previous inquiry letter, the accountant commented that, Zhongshenhua Certified Public Accountants (special general partnership) issued an audit report on the company’s full withdrawal of bad debt reserves from the funds occupied by related parties in 2020, and the audit procedures need to be implemented to further verify the matters of withdrawal of bad debt reserves from the funds occupied by related parties. Therefore, the company’s creditor’s rights and debts offset transactions involve the reversal of bad debt reserves, which affects the company’s undistributed profits at the beginning of the financial statements The specific classification amount of profits in the current period cannot be commented. The accountant is requested to express clear opinions on accounting treatment and other related matters in combination with the answer to question 1 and the progress of verification.
Please disclose this letter to the public immediately after receiving it and reply to this letter within 5 trading days. Before the general meeting of shareholders to consider this transaction is held, the company shall timely reply to this inquiry letter, re verify and fully disclose the matters related to this transaction, protect the right to know of investors and ensure the authenticity, accuracy and integrity of information disclosure. If it is subsequently found that there are matters that should be disclosed but not disclosed, which may have a significant impact on the company, our department will seriously deal with them in accordance with the law and regulations. ”
2、 Other instructions and risk tips
1. The company is actively organizing relevant parties to further verify the relevant situation and implement the relevant requirements in accordance with the requirements of the inquiry letter. The company will timely reply to the inquiry letter and fulfill the obligation of information disclosure before the shareholders’ meeting to consider the transaction. Please invest rationally and pay attention to investment risks.
2. The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com.. CN). The company’s information shall be subject to the announcement published by the company in the above designated media. Please investors invest rationally and pay attention to investment risks. This announcement is hereby made.
Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) board of directors
December 23, 2021
