Securities code: Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) securities abbreviation: ST Chengxing Announcement No.: pro 2022081 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) Manager
Progress announcement on reconciliation
The manager of the company and all directors of the board of directors 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 April 15, 2022, the manager of Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (hereinafter referred to as “the company”) received the payment of 225619157465 yuan from the creditor Jiangsu Asset Management Co., Ltd. (hereinafter referred to as “Jiangsu assets”). The amount is the amount that Jiangsu assets, the creditor, paid for itself and other ordinary creditors in accordance with “5. Ordinary creditor’s rights” in “I. repayment plan” of Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) settlement agreement (hereinafter referred to as “settlement agreement”), and received the funds occupied by Jiangyin Chengxing industrial group Co., Ltd. (hereinafter referred to as “Chengxing group”) and its affiliates for non operation to form the creditor’s rights against the receivables of Chengxing group. If the settlement agreement is not recognized by Wuxi intermediate people’s Court (hereinafter referred to as the “court”), or the company cannot or does not execute the settlement agreement, the court will rule to terminate the settlement procedure and declare the debtor bankrupt, and the above funds will be disposed of as the bankruptcy property of the company in the bankruptcy liquidation procedure.
1、 Summary of the situation
On April 15, 2022, the manager of the company received the payment from the creditor Jiangsu assets
225619157465 yuan. This amount refers to the amount paid by the creditor Jiangsu assets for itself and on behalf of other ordinary creditors according to “5. Ordinary creditor’s rights” in “I. repayment plan” of the settlement agreement, which forms the creditor’s rights against the receivables of Chengxing group by receiving the funds occupied by Chengxing group and its related parties for non operation. If the settlement agreement is not recognized by the court, or the company cannot or does not execute the settlement agreement, the court will rule to terminate the settlement procedure and declare the debtor bankrupt, and the above funds will be disposed of as the company’s bankruptcy property in the bankruptcy liquidation procedure.
2、 Risk tips
1. 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.
2. The first creditors’ meeting of the company has voted and approved the draft settlement agreement. At present, the court has not made a ruling. According to Article 99 of the enterprise bankruptcy law of the people’s Republic of China, if 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; And Article 104, if the debtor is unable to execute or fails to execute the settlement agreement, the people’s court shall, at the request of the creditors of the settlement, rule to terminate the execution of the settlement agreement and declare the debtor 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.
3. The company disclosed the performance forecast on January 29, 2022, and the estimated net assets were 1310.4 million yuan to 194922 million yuan. However, the accountant of the company issued a special statement 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 by virtue of the creditor’s statement, resulting in the positive conversion of net assets, which was insufficient. 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 occupy a total of 223876430938 yuan of the company’s capital principal and interest (Unaudited), so the company has a receivable creditor’s right of 223876430938 yuan against Chengxing group; On March 15, 2022, the company received the notice of the people’s Court of Jiangyin
According to the judgment [(2022) Su 0281 min Chu No. 1630] (see announcement: p.2022060 for details), the company will no longer enjoy the above receivables claims against Chengxing group from December 31, 2021, and the receivables claims of the company against Jiangsu assets are 223876430938 yuan.
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.
7. Hanying investment, the second largest shareholder of the company, holds a total of 106107921 shares (all non tradable shares), accounting for 16.01% of the total share capital of the company. At present, the cumulative pledge and freezing of Hanying investment holds 106107921 shares, accounting for 100% of the total shares of the company and 16.01% of the total share capital of the company. On November 27, 2021, the company issued Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) the suggestive announcement on the judicial auction of the company’s shares held by shareholders (see announcement: p.2021111 for details). Jiangyin court will publicly auction all the above shares held by Hanying investment. If the auction is finally concluded, the controlling shareholder and actual controller of the company will not change. The shares of the company held by Hanying investment will be subject to the second round of public auction (sale) from 10:00 on May 7, 2022 to 10:00 on May 8, 2022 (except for delay).
3、 Other
The information disclosure media designated by the company are Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN). All information of the company shall be subject to the information published in the above designated newspapers and websites. Please pay attention to the company’s announcement and pay attention to investment risks.
It is hereby announced.
Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) manager April 19, 2022
