Securities code: Tempus Global Business Service Group Holding Ltd(300178) securities abbreviation: ST tengbang Announcement No.: 2022048 Tempus Global Business Service Group Holding Ltd(300178)
Announcement on the progress of the company’s application for reorganization and the acceptance of the appeal application
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 risk tips:
The company filed an appeal to the higher people’s Court of Guangdong Province (hereinafter referred to as the “Guangdong High Court”) in accordance with the law because it refused to accept the above ruling made by the Shenzhen intermediate people’s Court of Guangdong Province (hereinafter referred to as the “Shenzhen intermediate court”) on the rejection of the reorganization application of Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as “tengbang international” or “the company”). The company has submitted a civil appeal to the Guangdong High Court on December 20, 2021. The appeal request of this appeal is to apply to the Guangdong high court to accept the bankruptcy reorganization application put forward by the appellant according to law, and instruct the Shenzhen intermediate court to hear the case according to law. The company received the case acceptance notice (2022) Yue Po Zhong No. 43 sent by Guangdong High Court on March 31, 2022. Guangdong High Court has accepted the company’s application for bankruptcy reorganization appeal. According to Article 183 of the civil procedure law, “the people’s court shall make a final ruling within 30 days from the date of filing the case of second instance when hearing the appeal case against the ruling”, that is, within 30 days from the date of accepting the appeal application for bankruptcy reorganization, the Guangdong high court will make a final ruling on Approving the company’s bankruptcy reorganization application or rejecting the company’s bankruptcy reorganization application. In view of the significant uncertainty of the above matters, the company will closely follow up the follow-up progress of the matter and timely fulfill the obligation of information disclosure. Please invest rationally and pay attention to risks.
The company’s 2020 audit institution Asia Pacific (Group) accounting firm (special general partnership) issued an audit report with no 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. By the end of the reporting period of the third quarter of 2021, the net assets attributable to the shareholders of the listed company were -228583 million yuan. After the delisting risk warning is implemented for the company’s stock trading, according to article 10.3.10 of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, if the company’s 2021 annual report shows that “the audited ending net assets are negative, or the ending net assets of the most recent fiscal year are negative after retroactive restatement” Or the circumstances specified in paragraph (III) “audit report with qualified opinion, unable to express opinion or negative opinion on financial accounting report”, the company
The company’s shares will face delisting. The company plans to disclose the annual report of 2021 on April 27, 2021. Please pay attention to the company’s announcement and investment risks.
1、 Overview of the company’s reorganization application
1. The company held the sixth (emergency Interim) meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2021 on March 26, 2021 and April 12, 2021 respectively, deliberated and approved the proposal on applying to the court for reorganization, and agreed to apply to Shenzhen intermediate people’s court for reorganization of the company on the grounds that the company cannot pay off its due debts but has reorganization value and possibility of reorganization. The company submitted the reorganization application materials to the Shenzhen intermediate people’s court. The Shenzhen intermediate people’s court filed a case on April 13, 2021, with the case number of (2021) Yue 03 Po Shen No. 250. On March 27, 2021 and April 14, 2021, the company disclosed the suggestive announcement on the proposed application for reorganization to the court (Announcement No. 2021038) and the announcement on the progress of the company’s application for reorganization to the court (Announcement No. 2021047).
2. On April 19, 2021, the company disclosed the announcement on signing the investment agreement on bankruptcy reorganization between the company and investors (Announcement No. 2021049). The company signed the investment agreement on Tempus Global Business Service Group Holding Ltd(300178) bankruptcy reorganization between Tempus Global Business Service Group Holding Ltd(300178) and Yunnan branch of China Eastern Asset Management Co., Ltd. (hereinafter referred to as “Yunnan branch of Oriental Asset Management”), Dongfang asset Yunnan branch intends to participate in the company’s reorganization.
3. On April 25, 2021, the company disclosed the announcement on signing the supplementary agreement to the restructuring investment agreement (Announcement No.: 2021058), and the company signed the supplementary agreement with Dongfang assets Yunnan branch.
4. On July 14, 2021, the company disclosed the announcement on the court’s decision to start the pre reorganization of the company and appoint the manager during the pre reorganization period (Announcement No. 2021114). 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.
5. On July 20, 2021, the company disclosed the notice on the declaration of creditor’s rights of the company’s pre reorganization (Announcement No. 2021116). During the pre reorganization, the manager carried out the relevant work of the company’s pre reorganization according to relevant regulations, sent the notice of creditor’s rights declaration to the company’s creditors and started the declaration of creditor’s rights.
6. The company disclosed the progress announcement on pre reorganization matters (Announcement No. 2021155) on November 26, 2021. During the pre reorganization period, the manager submitted the application for extending the pre reorganization period of tengbang international to Shenzhen intermediate people’s court.
7. 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 had not obtained the no objection letter on the company’s reorganization issued by China Securities Regulatory Commission and had exceeded the pre reorganization period, Shenzhen intermediate people’s court ruled not to accept the company’s bankruptcy reorganization application, For details, see the announcement on the company’s application for reorganization not accepted by the court (Announcement No.: 2021164) disclosed by the company on December 16, 2021.
8. The company filed an appeal to Guangdong High Court according to law on December 20, 2021. For details, see the suggestive announcement on the progress of the company’s application for reorganization and appeal (Announcement No.: 2021122) disclosed by the company on December 22, 2021.
2、 Progress of the company’s reorganization application
The company received the case acceptance notice (2022) Yue Po Zhong No. 43 sent by Guangdong High Court on March 31, 2022. Guangdong High Court has accepted the company’s application for bankruptcy reorganization appeal.
3、 Risk tips
1. The company’s 2020 audit institution Asia Pacific (Group) accounting firm (special general partnership) issued an audit report with no 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.
By the end of the reporting period of the third quarter of 2021, the net assets attributable to the shareholders of the listed company were -228583 million yuan. After the delisting risk warning is implemented for the company’s stock trading, according to article 10.3.10 of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, if the company’s 2021 annual report shows that “the audited ending net assets are negative, or the ending net assets of the most recent fiscal year are negative after retroactive restatement” Or under the circumstances specified in paragraph (III) “audit report with qualified opinions, unable to express opinions or negative opinions on financial and accounting reports”, the company’s shares will face delisting. The company plans to disclose the annual report of 2021 on April 27, 2021. Please pay attention to the company’s announcement and investment risks.
2. On May 26, 2021, 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.: 2021092). Due to the company’s failure to fulfill the review procedures and provide guarantee for the loan from the controlling shareholder tengbang group to Zhou Shiping, it is expected that it can 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. Please invest rationally and pay attention to risks.
3. According to the preliminary calculation of the financial department of the company, 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, see the performance forecast of 2021 disclosed by the company on cninfo.com on January 25, February 24 and March 24, 2022 Risk warning announcement on the possible delisting of the company’s shares (Announcement No.: 2022008, 2022009, 2022025, 2022047). 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 00720211) from the China Securities Regulatory Commission, and was filed for investigation because the company was suspected of violating laws and regulations in information disclosure; On April 1, 2022, the company received the advance notice of administrative punishment from the CSRC. The case of the company suspected of violating laws and regulations in information disclosure has been investigated by the CSRC, and the administrative punishment to be imposed on the company has been proposed. For details, please refer to the announcement on receiving the notice of filing a case from the CSRC and the announcement on receiving the advance notice of administrative punishment from the Shenzhen regulatory bureau of the China Securities Regulatory Commission (Announcement No.: 2021157, 2022051) disclosed by the company on cninfo.com on December 2, 2021 and April 1, 2022. Please invest rationally and pay attention to risks.
5. On February 25 and March 24, 2022, the company disclosed the announcement on the superimposed implementation of other risk warnings on the company’s shares and the progress announcement on the implementation of other risk warnings on the company’s Stock Trading (Announcement No.: 2022029 and 2022046). The business volume of tengfutong, the company’s wholly-owned subsidiary, shrank due to the dual impact of the uncertainty of the company’s reorganization and the suspension of the review of tengfutong’s renewal, It is expected that it will not return to normal within three months. According to Article 9.4 of the listing rules, “the company’s production and operation activities are seriously affected and it is expected that they will not return to normal within three months”, the company’s shares are superimposed with other risk warnings. Please invest rationally and pay attention to risks.
6. According to Article 183 of the civil procedure law, “the people’s court shall make a final ruling within 30 days from the date of filing the case of second instance when trying the appeal case against the ruling”, that is, within 30 days from the date of accepting the appeal application for bankruptcy reorganization, the Guangdong high court will make a final ruling on Approving the company’s bankruptcy reorganization application or rejecting the company’s bankruptcy reorganization application. In view of the significant uncertainty of the above matters, the company will closely follow up the follow-up progress of the matter and timely fulfill the obligation of information disclosure. The information disclosure media designated by the company is cninfo.com（ http://www.cn.info.com.cn. ）, all information of the company is subject to the information published in the above designated media. Please invest rationally and pay attention to risks.
4、 Documents for future reference
Notice on accepting cases (2022) Yue Po Zhong No. 43.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
April 1, 2022
