Stock Code: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) stock abbreviation: ST Chengxing No.: pro 2022059 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
Suggestive announcement of bankruptcy settlement
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 Co., Ltd.”, “the company” or “listed company”) was given a negative internal control audit report by Suya Jincheng Certified Public Accountants (special general partnership) (hereinafter referred to as “Suya Jincheng”) in 2020, And due to 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 company disclosed the performance forecast on January 29, 2022, and the estimated net assets are 1310.4 million yuan to 194922 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, According to the statement of the company’s net assets receivable in 2021, 72.50% of the company’s bad debt reserves will not be fully reversed and transferred back to the group’s net assets receivable in 2021. 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 November 9, 2021, Jiangyin construction decoration products factory, the creditor of the company, filed an application for bankruptcy reorganization of the company with Wuxi intermediate people’s Court (hereinafter referred to as “Wuxi intermediate people’s court”) on the grounds that the company could not pay off its due debts and its assets were insufficient to pay off all debts. On January 7, 2022, the company applied for settlement on the grounds that it could not pay off its due debts and its assets were insufficient to pay off all debts or it was obviously lack of solvency. Later, the company conducted commercial negotiations with major creditors and other stakeholders, and prepared a draft settlement agreement. On March 11, 2022, the company submitted the draft settlement agreement to the court. On the same day, Jiangyin construction and decoration products factory said that it had no objection to the company’s settlement application, and the court accepted the company’s settlement as its agreement to withdraw the company’s reorganization application. On March 15, 2022, the company received the civil ruling and decision of Wuxi intermediate people’s Court [(2021) Su 02 Po Shen No. 11], ruled to accept the company’s settlement application, agreed Jiangyin architectural decoration products factory to withdraw the company’s reorganization application, and appointed Jiangsu Mou Sheng law firm and Jiangsu juhexin law firm to jointly act as the company’s manager. If the company enters the settlement procedure, there will be a risk that it will be declared bankrupt due to the failure of settlement. If the company is declared bankrupt, the company will be subject to bankruptcy liquidation. According to article 9.4.13 of the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the company’s shares will face the risk of delisting.
● 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 223876430938 yuan (Unaudited), which has not yet been returned.
● 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.
1、 Basic information of bankruptcy settlement cases
On November 9, 2021, Jiangyin construction and decoration products factory, the creditor of the company, filed an application for bankruptcy reorganization of the company with Wuxi intermediate people’s Court (hereinafter referred to as “Wuxi intermediate people’s court”) on the grounds that the company could not pay off its due debts and its assets were insufficient to pay off all its debts. On January 7, 2022, the company applied for settlement on the grounds that it could not pay off its due debts and its assets were insufficient to pay off all debts or it was obviously lack of solvency. Later, the company conducted commercial negotiations with major creditors and other stakeholders, and prepared a draft settlement agreement. On March 11, 2022, the company submitted the draft settlement agreement to the court. On the same day, Jiangyin construction and decoration products factory said that it had no objection to the company’s settlement application, and the court accepted the company’s settlement as its agreement to withdraw the company’s reorganization application. On March 15, 2022, the company received the civil ruling and decision of Wuxi intermediate people’s Court [(2021) Su 02 Po Shen No. 11], ruled to accept the company’s settlement application, agreed Jiangyin architectural decoration products factory to withdraw the company’s reorganization application, and appointed Jiangsu Mou Sheng law firm and Jiangsu juhexin law firm to jointly act as the company’s manager.
(I) basic information of the manager
1. Name of manager: Jiangsu mousheng law firm, Jiangsu juhexin law firm;
2. List of personnel: Jiang Xue (team leader)
Yang Weixing (deputy team leader)
Wu Jianfeng, Qian Xiuping, Wu Chenghan (comprehensive coordination group)
Geng Liang, Zhang Linfei, Luo Minhui, Wang Juan (creditor’s right and debt Review Group)
Tao Jie, Xu Min, Yi Li Pengna (asset liquidation team)
Wang Chongjing, Zhao Zhen (Finance and personnel team)
Wang Feihua, Qiu Yujuan (emergency stability maintenance team)
3. The responsibilities of the manager are as follows:
(1) Take over the debtor’s property, seals, account books, documents and other materials;
(2) Investigate the debtor’s property status and prepare a property status report;
(3) Decide on the debtor’s internal management affairs;
(4) Determine the daily expenses and other necessary expenses of the debtor;
(5) Decide to continue or stop the debtor’s business before the first creditors’ meeting;
(6) Manage and dispose of the debtor’s property;
(7) Participate in litigation, arbitration or other legal proceedings on behalf of the debtor;
(8) Propose to convene a creditors’ meeting;
(9) Other duties that Wuxi intermediate people’s court believes the manager should perform.
(II) management mode
During the period of bankruptcy settlement, the company will adopt the mode of administrator managing property and business affairs.
(III) contact information of the manager
Contact: Jiang Xue, Wu Chenghan;
Tel.: 15651585263, 1586156611;
Contact address: No. 618, Meiyuan street, Jiangyin City, Jiangsu Province.
(IV) person in charge of information disclosure
After the company enters the settlement procedure, the information disclosure responsible person is the manager during the settlement period.
2、 Court announcement
On March 15, 2022, Wuxi intermediate people’s Court issued (2022) Su 02 Po No. 2 announcement, in which the specific contents on the declaration of creditor’s rights and the convening of the first creditor’s meeting are as follows:
Time limit and method of declaration of creditor’s rights: the creditors of the company shall declare their creditor’s rights to the manager (contact address: 618 Meiyuan street, Jiangyin City, Jiangsu Province, contact person: Wang Chongjing, mobile phone number: 182 Avic Aviation High-Technology Co.Ltd(600862) 35) before April 13, 2022. Those who fail to declare their creditor’s rights in accordance with the provisions of the enterprise bankruptcy law of the people’s Republic of China shall not exercise their rights during the execution of the settlement agreement, and may exercise their rights in accordance with the repayment conditions specified in the settlement agreement after the execution of the settlement agreement. The debtor or property holder of the company shall pay off the debts or deliver the property to the manager as soon as possible.
The first creditors’ meeting will be held at 9:30 a.m. on April 14, 2022. If the creditors attending the meeting are legal persons or other organizations, the business license and the identity certificate of the legal representative or person in charge shall be submitted; If the creditor is a natural person, personal identity certificate shall be submitted. If the entrusted agent attends the meeting, the special power of attorney, the ID card of the entrusted agent or the lawyer’s practice certificate shall be submitted. If the entrusted agent is a lawyer, the assignment letter of the law firm shall also be submitted.
3、 The impact of the company entering the settlement procedure on the company
According to the relevant provisions of the enterprise bankruptcy law of the people’s Republic of China, after Wuxi intermediate people’s court accepts the bankruptcy settlement of the company, the creditors will declare their creditor’s rights to the manager within the specified time limit according to law, and the creditors’ meeting will vote on the settlement agreement according to law. The creditors of the company were paid off according to the settlement agreement approved by Wuxi intermediate people’s court. If the company is unable to execute or fails to execute the settlement agreement, the Wuxi intermediate people’s court, upon the request of creditors, will rule to terminate the execution of the settlement agreement and declare the company bankrupt. If the company is declared bankrupt, the company will be subject to bankruptcy liquidation. According to article 9.4.13 of the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the company’s shares will face the risk of delisting.
4、 Opinions of the board of directors
The bankruptcy settlement procedure aims to save the debtor’s enterprise, retain the debtor’s legal person qualification and restore sustainable profitability. If the company’s debt risk can be properly resolved through the settlement procedure, the company will return to the track of healthy development.
The company will fully cooperate with the court and the administrator in the reconciliation work, fulfill the legal obligations of the debtor according to law, actively demonstrate the solution to the debt problem with all parties on the premise of balancing and protecting the legitimate rights and interests of all parties, and actively strive for the support of relevant parties to realize the smooth progress of the reconciliation work. The final settlement plan of the company will be subject to the settlement agreement submitted to the court and the creditors’ meeting. The company will strive to optimize the company’s asset liability structure to the greatest extent, improve the company’s operating conditions and strive to resolve the delisting risk through the settlement agreement.
5、 Risk tips
1. If the company enters the settlement procedure, there will be a risk that it will be declared bankrupt due to the failure of settlement. 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).
2. 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.
3. The company disclosed the performance forecast on January 29, 2022, and the estimated net assets are 1310.4 million yuan to 194922 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 223876430938 yuan (Unaudited), which has not yet been returned.
6. On February 8, 2022, the 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.
The company will continue to pay attention to the follow-up progress of relevant matters and fulfill the information disclosure in a timely manner
