Stock Code: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) stock abbreviation: ST Chengxing No.: pro 2022062 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
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.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (hereinafter referred to as "the company") received the inquiry letter on ST Chengxing bankruptcy settlement and other related matters (szgh [2022] No. 0187) (hereinafter referred to as "the inquiry letter") from Shanghai Stock Exchange on March 15, 2022. The specific contents are as follows:
“ Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) ：
On March 15, 2022, your company issued an announcement, the court ruled to accept the company's bankruptcy settlement application, and the company's shares continued to be subject to delisting risk warning. In view of the significant impact of the above matters on the company and investors, in accordance with article 13.1.1 and other relevant provisions of the stock listing rules of the exchange, your company is requested to further verify and disclose the following matters.
1、 The announcement shows that on January 7, 2022, the company applied to the court for settlement on the grounds that it could not pay off its due debts and its assets were insufficient to pay off all its debts or was obviously lack of solvency. According to article 7.5.1 of the stock listing rules, if a listed company has bankruptcy matters such as reorganization, reconciliation and liquidation, it shall perform the corresponding review procedures and information disclosure obligations in accordance with laws and regulations and the relevant provisions of the exchange. Meanwhile, according to article 7.5.4 of the stock listing rules, when the board of directors makes a decision to apply to the court for reorganization, reconciliation or bankruptcy liquidation, or when it knows that creditors apply to the court for reorganization or bankruptcy liquidation, the listed company shall timely disclose the application and its impact on the company, and fully remind the risk. The application for bankruptcy settlement has a significant impact, and the company did not disclose it in accordance with the regulations in the early stage. The company is requested to: (1) supplement and disclose the decision-makers of the company applying for settlement and the decision-making procedures performed; (2) Explain whether the board of directors of the company has fully considered and demonstrated the application for settlement, whether it has performed the corresponding decision-making procedures before submitting the application to the court, and whether the settlement proposed to the court is a true, legal and effective expression of intention of the listed company; (3) Whether the company's application for settlement fully considers the protection of the interests of small and medium-sized investors and the relevant measures taken. Please hire a lawyer to express your opinions.
2、 According to the announcement, the company carried out out out out of court reorganization in November 2021, and applied to the court for six months to carry out out out out of court reorganization to connect in court reorganization or in court settlement. During the out of court reorganization, commercial negotiations were conducted with major creditors and other stakeholders, a draft settlement agreement was prepared, and the draft settlement agreement was submitted to the court on March 11, 2022. The bankruptcy settlement actually involves the reorganization of the company's overall creditor's rights and debts. According to articles 6.1.1, 6.1.2 and 6.1.3 of the stock listing rules, if the creditor's rights and debts reorganization of the listed company and the total assets involved in the transaction reach a certain proportion, it shall be disclosed in time and submitted to the general meeting of shareholders for deliberation. The draft settlement agreement has a significant impact on the company, which was not disclosed by the company in the early stage. The company is requested to: (1) explain the specific process of planning out of court reorganization and formulating the draft settlement agreement, whether the relevant draft settlement agreement has been reviewed and approved by the board of directors, whether the general meeting of shareholders has been held, whether it constitutes a major asset reorganization, whether the draft represents the interests of the listed company and its shareholders, and whether the relevant review procedures comply with the company law The articles of association and the stock listing rules of the exchange; (2) Supplementary disclosure of the process of applying to the court for settlement, the main materials submitted, the specific handling personnel of the company and relevant authorization documents, and whether the relevant application and acceptance comply with the provisions of the enterprise bankruptcy law; (3) Explain whether there are other arrangements that should be disclosed but not disclosed. Please hire a lawyer to express your opinions.
3、 According to the announcement, the company received the civil judgment issued by Jiangyin Municipal People's Court on March 15, 2022, which made it clear that in November 2021, the company made an offer to Jiangsu assets, and Jiangsu assets issued the creditor's statement to make a commitment. The court's judgment confirmed that since December 31, 2021, Jiangsu assets has enjoyed about 2.239 billion yuan of receivables claims against Chengxing group, and the company no longer enjoys such receivables claims; The company enjoys about RMB 2.239 billion of receivable creditor's rights against Jiangsu assets. (1) The company is requested to supplement and disclose the specific form of the company's offer to major creditors, whether the relevant offer has fulfilled the necessary internal decision-making procedures, and whether there is any situation of signing an agreement beyond its authority; (2) Please clarify whether Jiangsu assets should irrevocably and unconditionally pay about 2.239 billion yuan in cash to the company before April 30, 2022; (3) The company, Jiangsu assets and other relevant parties are requested to clarify whether there are other bottom-up agreements in the above-mentioned relevant agreements.
4、 According to the civil judgment of Jiangyin court, the listed company's receivable of about 2.239 billion yuan from Chengxing group has been recognized as Jiangsu assets receivable. According to the draft settlement agreement, it is still agreed that scheme I is for ordinary creditors to purchase "occupied creditor's rights" in equal proportion, that is, the company's creditor's rights on accounts receivable of Chengxing group formed by the non operational occupation of funds by Chengxing group and its related parties. The company is requested to disclose whether the contents of the above draft settlement agreement meet the preconditions for performance and whether the relevant draft settlement agreement needs to be adjusted.
5、 According to the draft agreement, your company applied to the court for settlement on January 7, 2022, submitted the draft settlement agreement to the court on March 11, and disclosed that the court accepted the above bankruptcy settlement on March 15. The above facts are all new matters in 2022. Please explain whether the bankruptcy settlement will affect the financial statements of the listed company in 2021 in combination with the above facts and relevant contents of the draft. Ask the accountant to express his opinion.
6、 According to the relevant provisions of the enterprise bankruptcy law, the creditors' meeting will discuss and consider the settlement agreement. If the draft settlement agreement is not voted by the creditors' meeting, or the settlement agreement adopted by the creditors' meeting is not recognized by the people's court, the people's court shall rule to terminate the settlement procedure and declare the debtor bankrupt. According to article 9.4.13 of the stock listing rules, if a listed company is adjudicated bankrupt by the court and touches the delisting situation regulated by the exchange, its stock listing will be terminated. Please fully remind the company of the risk that the draft settlement agreement fails to pass, may be declared bankrupt by the court and the listing of shares may be terminated.
Please make disclosure immediately after receiving this letter, reply to our department within 5 trading days and make disclosure in time. Your company and all directors, supervisors and senior managers shall earnestly implement the requirements of this letter, timely fulfill the obligation of information disclosure and fully remind relevant risks. For the verified violations of information disclosure, our department will start the disciplinary procedure and deal with them seriously. "
The company attaches great importance to the issues involved in the inquiry letter, and will implement relevant work as soon as possible in accordance with the requirements of the inquiry letter, reply to the above matters and fulfill the obligation of information disclosure in time. Please pay attention to and pay attention to investment risks.
It is hereby announced.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) board of directors March 16, 2022
