Securities code: 600078 securities abbreviation: * ST Chengxing Announcement No.: pro 2022-003 Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078)
With regard to the progress announcement of the judicial auction and sale of the company’s shares held by shareholders, 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 integrity of its contents. Important contents and risk tips:
● Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) (hereinafter referred to as “the company”), the controlling shareholder of Jiangyin Chengxing Industrial Group Co., Ltd. (hereinafter referred to as “Chengxing group”) and the company’s shares held by Jiangyin Hanying Investment Co., Ltd. (hereinafter referred to as “Hanying investment”), the second largest shareholder of the company, held a judicial auction from 10:00 on January 13, 2022 to 10:00 on January 14, 2022. At present, both have been sold.
● on May 6, 2021, the company’s shares were warned of delisting risk. According to article 9.3.2 of the stock 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.
● on November 9, 2021, Jiangyin building 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” or “court”) on the grounds that the company could not pay off its due debts and its assets were insufficient to pay off all debts, At present, the company has not received the court’s ruling on the applicant’s application for company reorganization. There are still major uncertainties whether the applicant’s application can be accepted by the court and whether the company enters bankruptcy reorganization proceedings. 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 in accordance with article 9.4.13 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022).
● as of September 30, 2021, Chengxing group and its related parties still occupied a total of 2223347882.40 yuan of the company’s capital (Unaudited), which has not been returned yet.
● on December 7, 2021, the company and Chengxing group received the filing notice from the China Securities Regulatory Commission on the same day. Due to suspected illegal information disclosure, the China Securities Regulatory Commission 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. ● on December 16, 2021, the company received the inquiry letter on matters related to the judicial auction of shares held by * ST Chengxing shareholders (SSE Gong Han [2021] No. 2998) (hereinafter referred to as the “inquiry letter”) (see p.2021-118 for details). Because some problems still need further verification, the company was unable to complete all replies within the original time, The company has applied to Shanghai stock exchange for an extension of disclosure of the reply to the inquiry letter (see Pro 2021-121, pro 2021-121 and pro 2022-001 for details). Up to now, the reply to the inquiry letter is being actively promoted.
● up to now, the cumulative amount of the company involved in litigation (Arbitration) is 2260957808.18 yuan.
● 17 companies such as Yunnan Maitreya phosphorus electric chemical Co., Ltd. held by the company have been applied for freezing. The total operating revenue of the above companies in 2020 is 508254713.42 yuan, accounting for 77.80% of the company’s operating revenue in 2020; As of the third quarter of 2021, the total operating revenue was 3099428714.01; Accounting for 77.07% of the company’s operating revenue. (consolidated offset is not performed for the data of individual reports).
● Chengxing group, the controlling shareholder of the company, holds 170826693 shares (all of which are non tradable shares), accounting for 25.78% of the total share capital of the company. At present, Chengxing group holds 170826693 shares, accounting for 100% of the total shares of the company and 25.78% of the total share capital of the company; On December 17, 2021, the company issued the Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) suggestive announcement on the judicial auction of the company’s shares held by the controlling shareholders (see announcement: p.2021-117 for details). Jiangyin people’s Court of Jiangsu Province (hereinafter referred to as “Jiangyin court”) will publicly auction all the above shares held by Chengxing group. If the auction is finally concluded, It will lead to changes in the controlling shareholders and actual controllers of the company. The auction time of the company’s shares held by Chengxing group is from 10:00 on January 13, 2022 to 10:00 on January 14, 2022 (except for delay). Because there was no bidder to bid in the first judicial auction, the shares of the company held by Chengxing group were auctioned off. The second judicial auction will be held from 10:00 on February 14, 2022 to 10:00 on February 15, 2022 (except for delay). The company will pay close attention to the follow-up progress of the above matters and timely perform the obligation of information disclosure in accordance with relevant laws and regulations.
● Hanying investment holds a total of 106107921 shares of the company (all non tradable shares), accounting for 16.01% of the total share capital of the company. At present, the cumulative number of pledged and frozen shares of the company held by Hanying investment is 106107921 shares, accounting for 100% of the total shares of the company and 16.01% of the current total share capital of the company. On November 27, 2021, the company issued the Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) suggestive announcement on the judicial auction of the company’s shares held by shareholders (see announcement: p.2021-111 for details). Jiangyin court will publicly auction all the above shares held by Hanying investment. If the auction is finally concluded, it will not lead to changes in the controlling shareholder and actual controller of the company. The first judicial auction of the company’s shares held by Hanying investment was held from 10:00 on December 26, 2021 to 10:00 on December 27, 2021 (except for delay). Because there was no bidder’s bid in the first judicial auction, the auction of the company’s shares held by Hanying investment was closed. On December 28, 2021, the company issued the announcement on the progress of Jiangsu Chengxing Phosph-Chemical Co.Ltd(600078) judicial auction of the company’s shares held by shareholders (see announcement: p.2021-122 for details), and the company’s shares held by Hanying investment
The time for the second judicial auction is from 10:00 on January 13, 2022 to 10:00 on January 14, 2022 (except for delay). Because there was no bidder to bid in the second judicial auction, the shares of the company held by Hanying investment were auctioned off.
The shares of the company held by Hanying investment will be sold publicly from 10:00 on January 30, 2022 (except for delay). The company will pay close attention to the follow-up progress of the above matters and timely perform the obligation of information disclosure in accordance with relevant laws and regulations. ● the auction and sale of Chengxing group’s shares and Hanying investment’s shares will involve auction, payment, court ruling, equity change and transfer, etc. At the same time, the above-mentioned share auction and sale have set the conditions that the bidder must promise to solve the problem of funds occupied by Chengxing group and obtain the approval of the securities regulatory authority. If the bidder cannot meet the above requirements and bid, it shall be treated as regret and the guarantee shall be confiscated. There are major uncertainties in whether there are subsequent bidders to participate in the auction, whether the bidders can solve the problem of funds occupied by Chengxing group, whether Jiangyin court recognizes the bidder’s bidding qualification, and whether the bidder’s plan to solve the problem of funds occupied by Chengxing group can be recognized by the securities regulatory authorities. There are uncertainties in the final results of the above-mentioned share auction and sale.
1、 The first judicial auction of shares held by Chengxing group
(I) main contents of judicial auction
1. Auction target: 170826693 shares of the company held by Chengxing group.
2. Network platform: Alibaba judicial online auction platform of Jiangyin people’s court, Jiangsu Province（ https://sf-item.taobao.com./sfitem/664050198227.htm spm=a213w. 7398504.paiList. 4.2d7676ec6mXDCl&trackid=542301f1-af03-474a-bec4-c4567c3be862）。
3. Auction time: 10:00 on January 13, 2022 to 10:00 on January 14, 2022 (except for delay). 4. Starting price: 807156125 yuan, deposit: 80000000 yuan, price increase range: 100000 yuan.
The subject matter is priced based on the 90 day moving average price, i.e. 1153080178 yuan.
5. Special reminder: 1 The buyer shall go through the transfer formalities and pay taxes at the relevant administrative departments within 15 days from the date of receiving the execution ruling and the notice of assistance in execution from Jiangyin court. Among them, the taxes and fees clearly borne by the person subjected to execution in accordance with the provisions of laws and administrative regulations shall be paid by the buyer in advance. 2. The buyer shall, within seven days after the advance payment is completed, go through the refund formalities with the Jiangyin court with the relevant tax certificates, which shall be deducted from the auction money by the Jiangyin court first. If the buyer fails to comply with the above provisions within the time limit, Jiangyin court will no longer be responsible for deducting and returning the auction money, and the buyer can recover the compensation according to law. 3. The possible arrears of water, electricity and property fees shall be borne by the buyer. 4. The bidder shall meet the conditions specified in the local purchase restriction policy. If the bidder fails to go through the transfer registration formalities due to non-compliance with the purchase restriction policy, the consequences and responsibilities shall be borne by itself. 5. Special reminder: the location map of the subject matter is automatically generated by Taobao, which may be inconsistent with the actual address of the subject matter. The bidder must participate in the bidding after seeing the sample on the spot.
Note: bidders for the above shares must promise to solve the capital problem limited to 62% of the total capital principal and interest of 2223347882.40 yuan (as of September 30, 2021, subject to the actual audit report) occupied by Chengxing group and its related parties, and obtain the approval of the securities regulatory authority. If the bidder fails to meet the above requirements and bids, it shall be treated as regret and the deposit shall be confiscated.
6. Before signing up and bidding, bidders should carefully read the auction announcement and bidding instructions. Details can be found on the Alibaba judicial online auction platform of Jiangyin people’s court, Jiangsu Province（ https://sf-item.taobao.com./sfitem/664050198227.htm spm=a213w. 7398504.paiList. 4.2d76ec6mxdcl & trackid = 542301f1-af03-474a-bec4-c4567c3be862) “,” litigation assets network of the people’s Court (www.rmfysszc. Gov.cn.) ” Query on.
(II) reasons for judicial auction
After the company inquired the controlling shareholder Chengxing group, the reasons for the judicial auction of shares are as follows:
On September 21, 2019, Chengxing group issued a letter of guarantee to chengdie Co., Ltd., promising to provide joint and several liability guarantee for the three purchase contracts of Jiangsu Chengxing Phosphorus Chemical Group Import and Export Co., Ltd. (hereinafter referred to as “Chengxing import and export”), a subsidiary of Chengxing group, for purchasing bulk p-xylene from chengdie Co., Ltd. Because Chengxing import and export failed to pay the corresponding payment as agreed in the contract, chengdie Co., Ltd. filed a lawsuit with Wuxi intermediate people’s court. Wuxi intermediate people’s court accepted the above contract disputes and successively made (2020) su02 minchu No. 433 and (2020) su02 minchu No. 434 civil rulings. Due to the need to protect the integrity of the above cases, Apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for assistance in the waiting freezing of all shares held by Chengxing group. This waiting freezing includes fruits (see announcement: pro 2020-037 for details). Wuxi intermediate people’s Court issued a civil judgment [(2021) Su 02 min Chu No. 433] on May 31, 2021, and then issued an enforcement ruling [(2021) Su 02 Zhi No. 575-1] on October 20, 2021 to submit the case to Jiangyin court for execution.
Recently, the company received the execution ruling of the Jiangyin Court on Chengxing Group [(2021) su0281 No. 7087-1]. In the case of the dispute over the guarantee contract between the executor chengdie Co., Ltd. and the executee Chengxing group, the Jiangyin court ordered the executee to perform the legal obligations within a time limit, but the executee has not performed the obligations determined in the effective legal documents so far. In accordance with the provisions of articles 244 and 247 of the Civil Procedure Law of the people’s Republic of China, it is ordered to auction and sell off all the shares of the company held by Chengxing group.
2、 The first and second judicial auctions of the company’s shares held by Hanying investment
(I) main contents of judicial auction
1. Auction targets: 106107921 shares of the company’s non tradable shares held by Hanying investment (pledge registration No.: zyd181388).
2. Network platform: Alibaba judicial online auction platform of Jiangyin people’s court, Jiangsu Province（ https://sf-item.taobao.com./sfitem/661075924893.htm spm=a213w. 7398554.paiList. 2.3c8d7bd6FwgfJz）。
3. Auction time: the first auction time is from 10:00 on December 26, 2021 to 10:00 on December 27, 2021 (except for delay)
