Source: China Economic Network
China Economic Network Beijing, October 8, the website of the Shanghai Stock Exchange recently disclosed the decision to give a regulatory warning to Guo Qin, the timely secretary of the board of directors of Hubei JuneYao Health Beverage Co., Ltd. (stock abbreviation: JuneYao Health, stock code: 605388) (SSE Public Supervision Letter [2021] No. 0136).
According to the regulatory warning documents, according to the facts ascertained by the Hubei Regulatory Bureau of the Csrc on Ordering Corrective Measures against Hubei JuneYao Health Beverage Co., Ltd. ([2021] No. 28) and the company's relevant supplementary correction announcements, there were inconsistencies in the disclosure of many data in Section 4 of the 2020 annual report "Discussion and Analysis of Business Conditions" disclosed by JuneYao Health on April 16, 2021.
First, the amount of raw material procurement in 2019 listed in the 2020 annual report is inconsistent with the disclosure before and after the company's prospectus, with an amount difference of 375 million yuan; second, there is a difference of 11,100 tons between the sales volume of lactic acid bacteria beverages disclosed in the production and sales volume analysis table and the sales volume disclosed in the following text description; third, there is a difference of 1,888.17 tons between the product sales disclosed in the production and sales volume analysis table and the sales revenue products Fourth, there is a difference of 433,900 yuan in the sales revenue of other beverages disclosed in the sales revenue product situation table and the main business sub-product situation table; fifth, the operating cost of the main business sub-product situation table and the cost analysis table is 3.8668 million yuan.
JuneYao Health announced that the above difference system is inconsistent in the caliber. However, the Company did not disclose in the 2020 annual report the reasons for the discrepancy and the change in statistical caliber until August 19, 2021, when it disclosed the supplementary correction announcement to the 2020 annual report.
In summary, there are differences in a number of operating data in JuneYao Health's 2020 annual report, and the company has not timely and completely disclosed the reasons for the differences, and the relevant information disclosure is inaccurate and incomplete, which affects the investor's right to know.
The above conduct violates Article 26 of the Guidelines for the Content and Format of Information Disclosure of Companies Publicly Offering Securities No. 2 - Content and Format of Annual Reports and Articles 2.1 and 2.5 of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the "Stock Listing Rules"). Guo Qin, the then secretary of the board of directors of the company (term of office from July 6, 2020 to July 5, 2023), as the specific person in charge of information disclosure matters, failed to exercise due diligence and was responsible for the company's violations, violating the relevant provisions of Articles 2.2, 3.1.4, 3.2.2 and other relevant provisions of the Stock Listing Rules and the commitments made in the Declaration and Commitment of Directors (Supervisors and Senior Management).
In view of the above-mentioned facts and circumstances of the violation, in accordance with Article 16.1 of the Stock Listing Rules and the relevant provisions of the Measures for the Implementation of Disciplinary Sanctions and Regulatory Measures of the Shanghai Stock Exchange, the First Department of Listed Company Management of the Shanghai Stock Exchange made the following regulatory measures decision: Guo Qin, the timely secretary of the board of directors of JuneYao Health, was given a regulatory warning.
According to the regulatory warning document, the company should take this as a warning, strictly abide by the provisions of laws, regulations and the "Stock Listing Rules", standardize operations, and conscientiously perform the obligation of information disclosure; directors, supervisors and senior management personnel should perform the obligations of loyalty and diligence, promote the company's standardized operation, and ensure that the company discloses all material information in a timely, fair, true, accurate and complete manner.
According to JuneYao Health's announcement, Guo Qin served as a clerk at the Shanghai Pudong New Area People's Court from September 2007 to August 2011, a legal manager of JuneYao Group from September 2011 to June 2017, and a secretary of the board of directors of JuneYao Health since June 2017.
Rule 2.1 of the Rules Governing the Listing of Shares on the Shanghai Stock Exchange provides:
Listed companies and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, administrative regulations, departmental rules, other normative documents, these Rules and other provisions of the SSE, and ensure that the disclosed information is true, accurate and complete.
Article 2.2 provides:
The directors, supervisors and senior management of listed companies shall ensure that the company discloses information in a timely and fair manner, as well as the truthfulness, accuracy and completeness of the information disclosure content, and that there are no false records, misleading statements or material omissions. Where the content of the announcement cannot be guaranteed to be true, accurate, or complete, a corresponding statement shall be made in the announcement and the reasons explained.
Article 2.5 provides:
Listed companies and relevant information disclosure obligors shall disclose information on the basis of objective facts or judgments and opinions with a factual basis, truthfully reflecting the actual situation, and must not have false records.
Article 3.1.4 provides:
Directors, supervisors and senior management shall perform the following duties and make commitments in the Declaration and Undertaking of Directors (Supervisors and Senior Management):
(1) Abide by and promote the company to comply with laws, administrative regulations, departmental rules, etc., and perform the duty of loyalty and diligence;
(2) Comply with and urge the Company to comply with these Rules and other provisions of the Firm and accept the supervision of the Firm;
(3) Comply with and promote the Company's compliance with the Articles of Association;
(4) Other duties and other commitments that the Firm deems to be performed.
Supervisors shall also undertake to supervise the directors and senior management in complying with their commitments.
Senior management personnel shall also undertake to report to the board of directors in a timely manner on matters that may have a greater impact on the trading price of the company's stock and its derivatives in the company's operations or finances.
Article 3.2.2 provides:
The secretary of the board of directors shall be responsible to the listed company and the board of directors and perform the following duties:
(1) Responsible for the external disclosure of company information, coordinating the company's information disclosure affairs, organizing the formulation of the company's information disclosure affairs management system, and supervising and urging the company and relevant information disclosure obligors to comply with relevant information disclosure provisions;
(2) Responsible for investor relations management, coordinating information communication between the company and securities regulators, investors, securities service agencies, media, etc.;
(3) Organize the preparation of board meetings and shareholders' meetings, participate in shareholders' meetings, board meetings, board meetings and meetings of senior management personnel, and be responsible for the minutes of board meetings and signing;
(4) Responsible for the confidentiality of the company's information disclosure, and promptly report and disclose to the SSE when no material information is disclosed;
(5) Pay attention to media reports and take the initiative to verify the authenticity of the reports, and urge the board of directors of the company to respond to the inquiries of the firm in a timely manner;
(6) Organize the company's directors, supervisors and senior management to conduct training on relevant laws, administrative regulations, these Rules and related provisions, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(7) When it is known that the directors, supervisors and senior management of the company have violated laws, administrative regulations, departmental rules, other normative documents, these rules, other provisions of the firm and the articles of association of the company, or when the company makes or may make decisions that violate relevant regulations, it shall remind the relevant personnel and immediately report to the firm;
(8) Responsible for the company's equity management affairs, keeping the company's directors, supervisors, senior management, controlling shareholders and their directors, supervisors and senior management holding information on the company's shares, and responsible for disclosing the changes in the shareholding of the company's directors, supervisors and senior management;
(9) Other duties required by the Company Law, the China Securities Regulatory Commission and the SSE.
Article 16.1 provides:
The SSE implements daily supervision over the objects of supervision in Article 1.5 of these Rules, including:
(1) Requiring issuers, companies and relevant information disclosure obligors, or their directors (meetings), supervisors (meetings) and senior management to explain and explain relevant issues;
(2) Requiring the company to engage relevant securities service agencies to verify the existing problems and express opinions;
(3) Issuing various notices and correspondence, etc.;
(4) Making appointments with relevant personnel;
(5) Temporarily not accepting documents issued by sponsors, securities service institutions and relevant personnel;
(6) Reporting relevant violations of laws and regulations to the China Securities Regulatory Commission;
(7) Issue a regulatory recommendation letter to the relevant competent departments;
(8) Other regulatory measures.
The company, the relevant information disclosure obligor and other institutions and their relevant personnel shall accept and actively cooperate with the daily supervision of the firm, truthfully answer the inquiries of the firm within the prescribed time limit, and submit explanations as required, or disclose the corresponding correction or supplementary announcements.
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