China Economic Network Beijing, January 20, 2019 Yesterday, the website of the Shenzhen Regulatory Bureau of the China Securities Regulatory Commission published the "Decision of the Shenzhen Securities Regulatory Bureau on Ordering Corrective Measures against Shenzhen Zhongqingbao Interactive Network Co., Ltd." (Decision on Administrative Supervision Measures (2022) No. 4), "Decision of the Shenzhen Securities Regulatory Bureau on Taking Regulatory Talk Measures against Li Jun, Zheng Fei and Chen Panying" (Decision on Administrative Supervision Measures (2022) No. 5) and "Shenzhen Securities Regulatory Bureau on Treating Li Ruijie, Li Yilun, Gao Guozhou's Decision on Issuing Warning Letters (Decision on Administrative Supervision Measures (2022) No. 6). After investigation, Shenzhen Zhongqingbao Interactive Network Co., Ltd. (hereinafter referred to as "Zhongqingbao", 3000052.SZ) has the following problems of incomplete and inaccurate information disclosure:
On 10 January 2022, CYB disclosed the Announcement on the Equity Acquisition of a Wholly-Owned Subsidiary of the Company and Related Party Transactions, stating that it intends to acquire 51% of the equity of Baode Asset Management Hong Kong Limited (to be renamed as "Baoerlide Yuan universe digital platform Limited", hereinafter referred to as "Baoerlide Hong Kong Company") from Li Ruijie, the actual controller of CYSB, and sign the corresponding Equity Transfer Agreement. The announcement also said that Paullid Meta-Universe Digital Platform Co., Ltd. hopes to become a pioneer of the game UGC platform, connecting the world through games, providing a space for users, content creators and project parties to imagine, create and practice.
After investigation, Baode Hong Kong Company has no main business income and profits, no related R & D investment and core technology, and no related product landing, and the "Paullid Meta Universe Digital Platform Co., Ltd. claimed by Zhongqingbao hopes to become a pioneer of the game UGC platform" is the initial concept, without any specific landing plan. In view of the above matters, the board of directors of CYB did not fully demonstrate the risk situation and future judgment of the acquisition; CYB did not objectively and completely reflect that Bode Hong Kong Company currently has no actual business, no technology accumulation and other important information, as well as the specific impact on CYB's performance; in the case of only preliminary conception and no specific landing plan, it did not clearly explain the basis for making the above judgment.
The above situation violates the provisions of Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Order No. 182 of the CSRC, the same below). In accordance with Article 52 of the Measures for the Administration of Information Disclosure of Listed Companies, the Shenzhen Securities Regulatory Bureau decided to take regulatory measures against Zhongqingbao to order corrections. Zhongqingbao shall take effective measures to make corrections in accordance with the following requirements, and submit a written rectification report to the Shenzhen Securities Regulatory Bureau within 30 days of receiving the decision: First, all directors, supervisors and senior management personnel of Zhongqingbao should earnestly learn lessons, strengthen the study and training of securities laws and regulations, improve the company's standardized operation level and information disclosure quality, and prevent such violations from occurring again in the future. Second, Zhongqingbao should attach great importance to rectification work, and comprehensively sort out and improve the problems existing in information disclosure and the operation of the board of directors. The board of directors of CYB shall convene a special meeting to deliberate on the rectification plan and measures.
At the same time, Li Ruijie, as the chairman of CYB, Li Yilun as the general manager of CYB, and Gao Guozhou as the secretary of the board of directors of CYSP, bear the main responsibility for the above issues. In accordance with the provisions of Articles 4, 51, Paragraph 2 and 52 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrc), the Shenzhen Securities Regulatory Bureau decided to take regulatory measures of issuing warning letters to Li Ruijie, Li Yilun and Gao Guozhou respectively.
In addition, Li Jun, Zheng Fei and Chen Panying, as independent directors of CYSB, participated in the deliberation of the above-mentioned acquisition matters and expressed independent opinions. However, in the process of deliberation, the risk situation and future judgment of the acquisition were not fully demonstrated, and Zhongqingbao was not urged to disclose the relevant information objectively and completely. In accordance with Articles 4 and 52 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the CSRC), the Shenzhen Securities Regulatory Bureau decided to take regulatory measures against Li Jun, Zheng Fei and Chen Panying respectively. Please ask Li Jun, Zheng Fei, and Chen Panying to bring valid identity documents to the Shenzhen Securities Regulatory Bureau for regulatory interviews in accordance with the requirements of the Shenzhen Securities Regulatory Bureau.
Founded in July 2003, Shenzhen Zhongqingbao Interactive Network Co., Ltd. (hereinafter referred to as "Zhongqingbao") is one of the domestic game companies engaged in the development, operation and distribution of online games, and is also an A-share listed game company (stock code: 300052). As of September 30, 2021, Shenzhen Baode Technology Co., Ltd. is the majority shareholder, holding 12.44% of the shares.
Li Ruijie has served as the chairman of CYB from April 2008 to the present, Li Yilun has served as the general manager of CYB from January 2020 to the present, Gao Guozhou has served as the deputy general manager of CYB from February 2021 and as the secretary of the board of directors of CYB from May 2021 to the present, Li Jun has served as an independent director of CYB since April 2017, Zheng Fei has served as an independent director of CYB since May 2020, and Chen Panying has served as an independent director of CYB from January 2022 to the present.
According to the 2021 semi-annual report of Zhongqingbao, the actual controllers of the company are Li Ruijie and Zhang Yunxia.
Rules:
Article 3 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrcrcrc) stipulates that the information disclosure obligor shall promptly perform its information disclosure obligations in accordance with the law, and the information disclosed shall be true, accurate and complete, concise and clear, easy to understand, and shall not have false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, except as otherwise provided by laws and administrative regulations.
Before insider information is disclosed in accordance with law, insiders of insider information and persons who illegally obtain insider information must not disclose or disclose that information, and must not use the information for insider trading. No unit or individual must illegally request that the information disclosure obligor provide information that needs to be disclosed in accordance with law but has not yet been disclosed.
Where securities and their derivatives are publicly issued or traded at the same time at home and abroad, the information disclosed by the information disclosure obligor in the overseas market shall be disclosed in the domestic market at the same time.
Article 52 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the CSRC): Where the information disclosure obligor and its directors, supervisors and senior management personnel violate these Measures, the CSRC may take the following regulatory measures in order to prevent market risks and maintain market order: (1) order corrections; (2) regulatory conversations; (3) issue warning letters; (4) order public explanations; (5) order periodic reports; (6) order suspension or termination of mergers and acquisitions and restructuring activities; (7) Other regulatory measures that may be taken in accordance with law.
Article 4 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrc) stipulates that the directors, supervisors and senior management of listed companies shall faithfully and diligently perform their duties to ensure that the disclosed information is true, accurate and complete, and that the information disclosed is timely and fair.
Article 51 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrc) states that the directors, supervisors and senior management of a listed company shall be responsible for the authenticity, accuracy, completeness, timeliness and fairness of the company's information disclosure, unless there is sufficient evidence that they have fulfilled their duty of diligence and due diligence.
The chairman, manager and secretary of the board of directors of a listed company shall bear the main responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the information disclosed in the company's interim report. The chairman, manager and financial person in charge of a listed company shall bear the main responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the company's financial accounting report.
The following is the original text:
Decision of the Shenzhen Securities Regulatory Bureau on Ordering Corrective Measures against Shenzhen Zhongqingbao Interactive Network Co., Ltd
Shenzhen Zhongqingbao Interactive Network Co., Ltd.:
After investigation, your company has the following problems of incomplete and inaccurate information disclosure:
On January 10, 2022, your company disclosed the Announcement on the Equity Acquisition and Related Party Transactions of the Company's Wholly-Owned Subsidiary, stating that it intends to acquire 51% of the equity of Boyd Asset Management Hong Kong Limited (to be renamed as": "PaulLid Meta-Universe Digital Platform Limited", hereinafter referred to as "Boyd Hong Kong Company") and sign the corresponding Equity Transfer Agreement from Li Ruijie, the actual controller of your company. The announcement also said that Paullid Meta-Universe Digital Platform Co., Ltd. hopes to become a pioneer of the game UGC platform, connecting the world through games, providing a space for users, content creators and project parties to imagine, create and practice.
After investigation, Baode Hong Kong company has no main business income and profits, no related R & D investment and core technology, and no related product landing, your company's claim that "Paullid Meta Universe Digital Platform Co., Ltd. hopes to become a pioneer of the game UGC platform" is the preliminary concept, without any specific landing plan. In view of the above matters, the board of directors of your company has not fully demonstrated the risk situation and future judgment of the acquisition; your company has not objectively and completely reflected that Boyd Hong Kong Company currently has no actual business, no technology accumulation and other important information, and the specific impact on your company's performance; in the case of only preliminary conception and no specific landing plan, it has not clearly stated the basis for making the above judgment.
The above situation violates the provisions of Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Order No. 182 of the CSRC, the same below). In accordance with the provisions of Article 52 of the Measures for the Administration of Information Disclosure of Listed Companies, our bureau has decided to take regulatory measures against your company to order corrections. Your company shall take effective measures to make corrections in accordance with the following requirements, and submit a written rectification report to our office within 30 days from the date of receipt of this decision:
First, all directors, supervisors and senior management personnel of your company should earnestly learn lessons, strengthen the study and training of securities laws and regulations, improve the company's standardized operation level and information disclosure quality, and prevent such violations from occurring again in the future.
Second, your company should attach great importance to rectification work, and comprehensively sort out and improve the problems existing in information disclosure and the operation of the board of directors. Your company's board of directors should convene a special meeting to consider the rectification plan and measures.
If you are dissatisfied with these regulatory measures, you may submit an application for administrative reconsideration to the China Securities Regulatory Commission within 60 days of receiving this decision, or you may file a lawsuit with a people's court with jurisdiction within 6 months from the date of receipt of this decision. During the period of reconsideration and litigation, the implementation of the above-mentioned regulatory measures shall not be stopped.
Shenzhen Securities Regulatory Bureau
January 18, 2022
Shenzhen Securities Regulatory Bureau's decision on taking regulatory measures against Li Jun, Zheng Fei and Chen Panying
Li Jun, Zheng Fei, Chen Panying:
After investigation, the Announcement on equity acquisition and related party transactions of the wholly-owned subsidiary of the Company disclosed by Shenzhen Zhongqingbao Interactive Network Co., Ltd. (hereinafter referred to as Zhongqingbao or the Company) on January 10, 2022 has incomplete and inaccurate information disclosure, and our bureau has taken regulatory measures against Zhongqingbao to order corrections (Decision on Administrative Regulatory Measures [2022] No. 4). Li Jun, Zheng Fei and Chen Panying, as independent directors of the Company, participated in the deliberation of the above-mentioned acquisition matters and expressed independent opinions. However, in the process of deliberation, the risk situation and future judgment of the acquisition were not fully demonstrated, and the company was not urged to disclose the relevant information objectively and completely. In accordance with the provisions of Articles 4 and 52 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrc), our bureau decided to take regulatory measures against Li Jun, Zheng Fei and Chen Panying respectively. Please bring a valid ID to our office for regulatory talks in accordance with the requirements of our bureau.
Shenzhen Securities Regulatory Bureau's decision on issuing warning letters to Li Ruijie, Li Yilun and Gao Guozhou
Li Ruijie, Li Yilun, Gao Guozhou:
After investigation, the Announcement on equity acquisition and related party transactions of the wholly-owned subsidiary of the Company disclosed by Shenzhen Zhongqingbao Interactive Network Co., Ltd. (hereinafter referred to as Zhongqingbao or the Company) on January 10, 2022 has incomplete and inaccurate information disclosure, and our bureau has taken regulatory measures against Zhongqingbao to order corrections (Decision on Administrative Regulatory Measures [2022] No. 4). Li Ruijie, as the chairman of the company, Li Yilun as the general manager of the company, and Gao Guozhou, as the secretary of the board of directors of the company, bear the main responsibility for the above issues. In accordance with the provisions of Articles 4, 51, Paragraph 2 and 52 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the Csrc) of the Securities Regulatory Commission, our bureau decided to take regulatory measures of issuing warning letters against Li Ruijie, Li Yilun and Gao Guozhou respectively.
Source: China Economic Network
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