Securities code: Tempus Global Business Service Group Holding Ltd(300178) securities abbreviation: ST tengbang Announcement No.: 2022099
Tempus Global Business Service Group Holding Ltd(300178)
Announcement on the rejection of the appeal of the company’s reorganization application by the Guangdong High Court
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:
1. On December 15, 2021, Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as “tengbang international” or “the company”) received the ruling of Shenzhen intermediate people’s Court of Guangdong Province (hereinafter referred to as “Shenzhen intermediate people’s court”) that it would not accept the company’s application for bankruptcy reorganization. The company filed an appeal to Guangdong Higher People’s Court (hereinafter referred to as “Guangdong High Court”) on December 20, 2021. On May 19, 2022, the company received the civil ruling (2022) Yue Po Zhong No. 43 issued by Guangdong High Court, which ruled that the appeal was rejected and the original ruling was upheld. Please invest rationally and pay attention to risks.
2. The company disclosed on cninfo.com on April 27 and April 28, 2022 respectively the “risk warning announcement on the suspension and possible termination of the listing of the company’s shares” and the “risk warning announcement on the receipt of the prior notice of the termination of the listing of the shares of Shenzhen Stock Exchange and the possible termination of the listing of the company’s shares” (Announcement No.: 2022082 and 2022086). According to the company’s 2021 annual report and 2021 annual audit report, the audited ending net assets of the company in 2021 were negative, and the financial accounting report was issued by Pengsheng with an audit report that could not express an opinion, The company has touched the delisting provisions of article 10.3.10, item (II) of Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”) “the audited net assets at the end of the period are negative, or the net assets at the end of the most recent fiscal year are negative after retroactive restatement” and item (III) “the audit report with qualified opinions, unable to express opinions or negative opinions has been issued in the financial and accounting report”. The trading of the company’s shares has been suspended since April 27, 2022. On April 27, 2022, the company received the advance notice (GEM letter [2022] No. 41) issued by Shenzhen Stock Exchange, which planned to terminate the listing and trading of the company’s shares. After receiving the prior notice of termination of listing, the company may apply for a hearing, make statements and defend in accordance with the provisions. The Shenzhen Stock Exchange shall be deliberated by the Listing Committee on whether to terminate the listing of the company’s shares, and make a decision on whether to terminate the listing of the company’s shares according to the examination opinions of the listing committee. If the Shenzhen stock exchange decides to terminate the listing of the company’s shares, according to article 10.7.1 of the Listing Rules of the Shenzhen Stock Exchange, the trading shall be resumed on the next trading day after five trading days from the date when the Shenzhen Stock Exchange announces the decision to terminate the listing of the company’s shares and enter the delisting and consolidation period. During the delisting consolidation period, the company’s securities code remains unchanged, and the stock abbreviation is preceded by the delisting logo. The delisting consolidation stock enters the risk warning board trading. The trading period of delisting consolidation period is 15 trading days. During the delisting consolidation period, the trading of the company’s shares will not be suspended in principle. If the company applies to the Shenzhen stock exchange for a full day suspension for special reasons, the suspension period shall not be included in the delisting consolidation period, and the cumulative number of days of suspension shall not exceed five trading days. The company’s shares shall be delisted on the trading day following the expiration of the delisting consolidation period, and the listing of the company’s shares shall be terminated. According to article 10.7.10 of the Listing Rules of Shenzhen Stock Exchange, the company will timely do relevant work after the listing of shares is terminated to ensure that the company’s shares can be listed and transferred in the National SME share transfer system within 45 trading days from the date of delisting. Please invest rationally and pay attention to 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, April 14, 2021 and December 22, 2021, the company disclosed the suggestive announcement on the proposed application for reorganization to the court (Announcement No. 2021038), the announcement on the progress of the company’s application for reorganization to the court (Announcement No. 2021047), and the suggestive announcement on the progress of the company’s application for reorganization and appeal (Announcement No. 2021166).
The announcement on the reorganization of assets of Yunnan Dongfang Investment Co., Ltd. (hereinafter referred to as the “announcement on the reorganization of assets”) was signed between Yunnan Dongfang Investment Co., Ltd. and Yunnan Dongfang Branch on April 19, 2021, 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. On December 20, 2021, the Shenzhen intermediate people’s court ruled that it would not accept the company’s application for bankruptcy reorganization, and the company appealed to the Guangdong Higher People’s court. On March 31, 2022, the company received the notice of accepting cases (2022) Yue Po Zhong No. 43 issued by the Guangdong High Court, which has accepted the company’s application for bankruptcy reorganization. For details, see the suggestive announcement on the progress of the company’s application for reorganization and appeal (Announcement No.: 2021166) and the announcement on the progress of the company’s application for reorganization and the acceptance of the appeal application (Announcement No.: 2022048) disclosed on December 22, 2021 and April 1, 2022.
2、 Progress of the company’s reorganization application
On May 19, 2022, the company received the ruling of Guangdong High Court, which ruled that the appeal was rejected and the original ruling was upheld. This ruling is final.
3、 Risk tips
1. The company disclosed on cninfo.com on April 27 and April 28, 2022 respectively the “risk warning announcement on the suspension and possible termination of the listing of the company’s shares” and the “risk warning announcement on the receipt of the prior notice of the termination of the listing of the shares of Shenzhen Stock Exchange and the possible termination of the listing of the company’s shares” (Announcement No.: 2022082 and 2022086). According to the company’s 2021 annual report and 2021 annual audit report, the audited ending net assets of the company in 2021 were negative, and the financial accounting report was issued by Pengsheng with an audit report that could not express an opinion, The company touched item (II) of article 10.3.10 of Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”) of Shenzhen Stock Exchange, “the audited net assets at the end of the period are negative, or the net assets at the end of the most recent fiscal year are negative after retroactive restatement”, and item (III) “the financial and accounting report has been issued with qualified opinions, unable to express opinions or denied
Termination of listing clause of “audit report of opinions”. The trading of the company’s shares has been suspended since April 27, 2022. On April 27, 2022, the company received the advance notice (GEM letter [2022] No. 41) issued by Shenzhen Stock Exchange, which planned to terminate the listing and trading of the company’s shares. After receiving the prior notice of termination of listing, the company may apply for a hearing, make statements and defend in accordance with the provisions. The Shenzhen Stock Exchange shall be deliberated by the Listing Committee on whether to terminate the listing of the company’s shares, and make a decision on whether to terminate the listing of the company’s shares according to the examination opinions of the listing committee. If the Shenzhen stock exchange decides to terminate the listing of the company’s shares, according to article 10.7.1 of the Listing Rules of the Shenzhen Stock Exchange, the trading shall be resumed on the next trading day after five trading days from the date when the Shenzhen Stock Exchange announces the decision to terminate the listing of the company’s shares and enter the delisting and consolidation period. During the delisting consolidation period, the company’s securities code remains unchanged, and the stock abbreviation is preceded by the delisting logo. The delisting consolidation stock enters the risk warning board trading. The trading period of delisting consolidation period is 15 trading days. During the delisting consolidation period, the trading of the company’s shares will not be suspended in principle. If the company applies to the Shenzhen stock exchange for a full day suspension for special reasons, the suspension period shall not be included in the delisting consolidation period, and the cumulative number of days of suspension shall not exceed five trading days. The company’s shares shall be delisted on the trading day following the expiration of the delisting consolidation period, and the listing of the company’s shares shall be terminated. According to article 10.7.10 of the Listing Rules of Shenzhen Stock Exchange, the company will timely do relevant work after the listing of shares is terminated to ensure that the company’s shares can be listed and transferred in the National SME share transfer system within 45 trading days from the date of delisting. Please invest rationally and pay attention to risks.
2. On May 26, 2021, February 25 and April 27, 2022, the company disclosed the announcement on the continued delisting risk warning of the company’s shares and the superposition of other risk warnings, the announcement on the superposition of other risk warnings of the company’s shares, and the announcement on the superposition of other risk warnings of the company’s shares (Announcement No.: 2021073, 2022029 and 2022070). Due to the company’s failure to fulfill the review procedures to provide guarantee for the loan from the controlling shareholder tengbang Group Co., Ltd. to Zhou Shiping, according to item (V) of article 9.4 of the listing rules, the company’s shares have been subject to other risk warnings since May 27, 2021; Due to the dual impact of the uncertainty of the company’s reorganization and the suspension of the review of the renewal of tengfutong, the business of the wholly-owned subsidiary Shenzhen tengfutong Electronic Payment Technology Co., Ltd. (hereinafter referred to as “tengfutong”), the business volume of the company has shrunk, and it is expected that it will not return to normal within three months. According to item (I) of article 9.4 of the listing rules, the company’s shares will be superimposed with other risk warnings from February 28, 2022; The net profit attributable to shareholders of the listed company before and after deducting non recurring profits and losses in the last three fiscal years (2019, 2020 and 2021), whichever is lower, is -157598209104 yuan, -110554497030 yuan and -147330582878 yuan respectively, and the company’s 2021 annual audit report shows that there is uncertainty in the company’s ability to continue operating. According to item (VI) of article 9.4 of the listing rules, The company’s shares have been superimposed with other risk warnings since April 27, 2022. Please invest rationally and pay attention to investment risks.
3. Due to the rejection of the company’s reorganization application by the Guangdong High Court, the company failed to enter the bankruptcy reorganization procedure, and the company will actively do a good job in daily operation and management on the existing basis. 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
(2022) Yue Po Zhong No. 43 civil ruling.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
May 20, 2022
