On January 10, the share price of Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (600078. SH) fell by the limit, and the share price fell by 5.03% to 9.81 yuan / share on that day.
On the previous trading day (January 7, 2022), the company received the regulatory letter issued by Shanghai Stock Exchange. According to the regulatory work letter, the Shanghai Stock Exchange issued an inquiry letter on December 16, 2021 on the issue of shareholder equity auction, and Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) has extended the reply three times since then.
In this regard, the Shanghai Stock Exchange put forward regulatory requirements, saying that the matters involved in the inquiry letter have a significant impact on the expectations of the company and investors, and all members of the board of directors of the company shall be diligent and responsible to urge the company, shareholders, intermediaries and other relevant parties to timely reply to the inquiry letter and fulfill the obligation of information disclosure, so as to ensure that the information disclosure is true, accurate and complete without false records Misleading statements or material omissions, and bear individual and joint liabilities for their warranties. The company shall fully remind relevant risks to avoid misleading investors.
Meanwhile, the Shanghai stock exchange requires Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) to disclose it immediately after receiving this working letter. “All directors, supervisors and senior managers of your company shall attach great importance to the requirements of this working letter. If it is verified that the company and relevant parties have information disclosure violations such as maliciously delaying the reply to major matters and failing to fulfill the obligation of information disclosure in time, the exchange will start the process of self-discipline supervision.”
However, on January 10, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) did not reply to the inquiry letter as required by the Shanghai Stock Exchange.
On December 16, 2021, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) suddenly said that the company had recently learned through public channels that Jiangyin people’s Court of Jiangsu Province (hereinafter referred to as “Jiangyin court”) would publicly auction 170826693 non tradable shares held by Jiangyin Chengxing Industrial Group Co., Ltd. (hereinafter referred to as “Chengxing group”), the controlling shareholder of the company, accounting for 25.78% of the total shares of the company, Accounting for 100% of the total shares of the company held by the shareholder, the aforesaid shares held by Chengxing group have been fully pledged and repeatedly frozen by the judiciary. The auction time is from 10:00 on January 13, 2022 to 10:00 on January 14, 2022. The company admitted that if the auction is finally concluded, it will lead to changes in its controlling shareholders and actual controllers.
The above announcement was issued, and the Shanghai Stock Exchange issued an inquiry letter overnight on December 16 last year. The inquiry letter first asked Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) : does the reduction of shares through judicial auction violate the securities law and other relevant laws and rules? Is there any collusion between the applicant and the respondent in judicial auction to circumvent the reduction provisions?
It is reported that on November 26 last year, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) disclosed that its second largest shareholder Jiangyin Hanying Investment Co., Ltd. (hereinafter referred to as “Hanying investment”) held 106107921 tradable shares of the company, which accounted for 16.01% of the total shares of the company and 100% of the shares held by the shareholder. All the aforesaid shares have been frozen by the judiciary, and the auction time is from 10:00 on December 26, 2021 to 10:00 on December 27, 2021. The auction ended with “no bidder’s bid for the first judicial auction”, and the second judicial auction will be held from 10:00 on January 13, 2022 to 10:00 on January 14, 2022, which will auction 25.78% of the shares held by Chengxing group on the same day. If two rounds of judicial auctions are completed, the actual controller of the company will change.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) and its controlling shareholder Chengxing group have been filed for investigation by the CSRC on December 7, 2021. According to the securities law and other relevant provisions, the major shareholders of listed companies or major shareholders shall not reduce their shares during the period of filing and investigation by the CSRC due to suspected securities and Futures Crimes; At the same time, according to the provisions of Article 4, the reduction of shares due to judicial enforcement shall be handled in accordance with the above provisions.
According to the investigation of Shanghai Stock Exchange, all 16.01% shares of the company held by Hanying investment will be auctioned by the judiciary. This auction is a case of loan dispute between Hanying investment and Industrial And Commercial Bank Of China Limited(601398) Jiangyin sub branch; However, the listed company did not announce matters related to the judicial freezing of the company’s shares held by Hanying investment in the early stage. Public information shows that Hanying investment once invested 100% in Jiangsu Chengxing Phosphorus Chemical Group Import and Export Co., Ltd., a subsidiary of Chengxing group.
The reason why Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) 25.78% of the shares held by Chengxing group were auctioned was related to the contract dispute between Chengxing group and chengdie Co., Ltd., and the starting price was 807 million yuan. Public information shows that Chengxing group holds a minority stake in chengdie Co., Ltd.
The causes of the two auctions are related to affiliated companies. The inquiry letter requires Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) to explain the affiliated relationship between Chengxing group and chengdi Co., Ltd. and whether there is collusion and deliberate application for judicial enforcement; And whether the relationship between Hanying investment and controlling shareholders, actual controllers and their related parties constitutes a person acting in concert, and whether there is a related party transaction between Hanying investment and the company? Colleagues, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) was questioned by the Shanghai Stock Exchange: the specific circumstances of relevant loan disputes and contract disputes, the reasons for not disclosing in the early stage, and whether there were situations such as untimely and incomplete information disclosure?
The Shanghai stock exchange continued to ask: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) and its controlling shareholders have been filed for investigation by the CSRC. If it is subsequently found that the controlling shareholders have other capital occupation, illegal guarantee and other situations, should the relevant parties promise to solve them?
According to public information, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) is mainly engaged in the production and sales of fine phosphorus chemical products such as yellow phosphorus, phosphoric acid and phosphate. According to the report of the third quarter of 2021, although the net profit attributable to the parent company in the first three quarters increased by 1525.32% year-on-year to 92.9062 million yuan, its net assets as of September 30 last year were still -383 million yuan, and Chengxing group and its related parties still occupied a total of 2.223 billion yuan (Unaudited) of the capital of the listed company, which has not been returned so far. Up to now, the cumulative amount of the company involved in litigation (Arbitration) is 2.261 billion yuan.
Previously, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) was warned of delisting risk on May 6, 2021 because “the net assets at the end of 2020 were negative and the financial and accounting report of 2020 was issued with an audit report that could not express opinions”. Among them, the huge amount of funds occupied by Chengxing group, the controlling shareholder of the company, is one of the important reasons why it is unable to express its opinions in 2020.
On November 9, 2021, Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) creditor Jiangyin building decoration products factory applied to Wuxi intermediate people’s court for bankruptcy reorganization of the company on the grounds that the company could not pay off its due debts and its assets were insufficient to pay off all debts. Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) frankly, 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.”
(source: interface News)
