China Economic Network Beijing, September 10, 2021 According to the decision on administrative supervision measures of the Zhejiang Securities Regulatory Bureau recently published on the website of the China Securities Regulatory Commission, the Zhejiang Securities Regulatory Bureau found in its daily supervision that Hangzhou Anheng Information Technology Co., Ltd. (hereinafter referred to as "Anheng Information", 688023.SH) was transferred to Shenyang Aihexin Investment Co., Ltd. for 10.57% of the equity of Hangzhou Franco Information Security Technology Co., Ltd. (hereinafter referred to as "Franco Information") held by Shenyang Aihexin Investment Co., Ltd. for 19.0313 million yuan on January 8, 2021. And on January 18, 2021, the registration of industrial and commercial changes was completed. In this transaction, the Company did not perform the deliberation procedures of the shareholders' general meeting in a timely manner, nor did it fulfill the information disclosure obligation in a timely manner, and did not disclose the transaction information and the notice of convening the extraordinary shareholders' meeting for consideration until March 21, 2021.
The above-mentioned acts of Anheng Information and related personnel violated the relevant provisions of Articles 2, 3, 30 and 31 of the Administrative Measures for Information Disclosure of Listed Companies (2007). Fan Yuan, chairman of the board of directors and then general manager of the company, and Lou Jing, secretary of the board of directors, should bear the main responsibility for the above violations.
In accordance with the relevant provisions of Articles 58 and 59 of the Measures for the Administration of Information Disclosure of Listed Companies (2007), the Zhejiang Securities Regulatory Bureau decided to take supervision and management measures of issuing warning letters to Anheng Information, Fan Yuan and Lou Jing respectively, and recorded them in the integrity file of the securities and futures market. The company and relevant personnel should fully absorb the lessons, strengthen the study of relevant laws and regulations, improve the awareness of standardized operation, conscientiously perform the obligation of information disclosure; earnestly perform the obligation of diligence and due diligence, promote the standardized operation of the company, and ensure that the information disclosure is true, accurate, complete, timely and fair. And submit a written rectification report to the Zhejiang Securities Regulatory Bureau within 10 working days from the date of receipt of the decision to prevent such violations from occurring again in the future.
Hangzhou Anheng Information Technology Co., Ltd. (hereinafter referred to as Anheng Information) was established in 2007 and listed on the Science and Technology Innovation Board in 2019, and the stock code of the Science and Technology Innovation Board: 688023. Since its inception has been focusing on the field of network information security, is committed to becoming a new era of network information security products and services providers with excellent corporate culture and social responsibility.
The largest shareholder of Hangzhou Franco Information Security Technology Co., Ltd. is Anheng Information, with a shareholding ratio of 69.20%. According to the annual report of Anheng Information, the company held the second extraordinary shareholders' meeting of 2021 on April 6, 2021, and the meeting resolved to pass the "Proposal on the Acquisition of 10.573% of the Equity of Hangzhou Franco Information Security Technology Co., Ltd." and "The Proposal on the Acquisition of 10% of the Equity of Hangzhou Franco Information Security Technology Co., Ltd." On January 8, 2021, the company acquired 10.573% of the equity of Hangzhou Franco Information Security Technology Co., Ltd. held by Shenyang Aihexin Investment Co., Ltd. with its own funds of 19.0313 million yuan. After the completion of the transfer, the company's shareholding in Franco increased from 48.627% to 59.20%, and Franco changed from a shareholding company to a holding subsidiary of the company. On February 24, 2021, the company transferred 10.00% of the equity of Franco held by The Deep Stream Equity Investment Partnership (Limited Partnership) in Ningbo Meishan Free Trade Zone with its own funds of 18 million yuan, and after the equity transfer, the company held a total of 69.20% of Franco shares.
Fan Yuan is the largest shareholder, directly holding 13.52% of the shares. Fan Yuan served as the general manager of Anheng Information from December 28, 2017 to January 22, 2021, and as the chairman of the board from December 28, 2017 to January 10, 2024. According to the annual report of Anheng Information, Fan Yuan is the actual controller of Anheng Information.
Lou Jing has served as the deputy general manager and secretary of the board of directors of Anheng Information since August 2, 2018.
Article 2 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates that the information disclosure obligor shall disclose information truthfully, accurately, completely and in a timely manner, and shall not have false records, misleading statements or material omissions.
The information disclosure obligor shall publicly disclose information to all investors at the same time.
Companies that issue securities and their derivatives in the domestic and foreign markets and list the information disclosed in the overseas market shall be disclosed in the domestic market at the same time.
Article 3 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates that issuers, directors, supervisors and senior management of listed companies shall faithfully and diligently perform their duties to ensure that the disclosed information is true, accurate, complete, timely and fair.
Article 30 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates that when a major event occurs that may have a greater impact on the trading price of the listed company's securities and its derivatives, and investors have not yet learned of it, the listed company shall immediately disclose it, explaining the cause, current status and possible impact of the event.
The major events referred to in the preceding paragraph include:
(1) Major changes in the company's business policy and business scope;
(2) the company's major investment behavior and major decisions on the acquisition of property;
(3) the conclusion of important contracts by the company may have a significant impact on the company's assets, liabilities, equity and operating results;
(4) The default of the company in incurring major debts and failing to pay off major debts due, or the occurrence of large amounts of compensation liability;
(5) The company incurred major losses or major losses;
(6) Major changes in the external conditions of the company's production and operation;
(7) The company's directors, more than 1/3 of the supervisors or managers change; the chairman or manager is unable to perform his duties;
(8) Shareholders or actual controllers who hold more than 5% of the company's shares, and the circumstances in which they hold shares or control the company have undergone major changes;
(9) Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; or entering bankruptcy proceedings in accordance with law or being ordered to close down;
(10) Major litigation or arbitration involving the company, where the resolutions of the shareholders' general meeting and the board of directors are revoked or declared invalid in accordance with law;
(11) The company is suspected of violating laws and regulations and is investigated by the competent organs, or is subject to criminal punishment or major administrative punishments; the directors, supervisors and senior management personnel of the company are suspected of violating laws and disciplines and are investigated by the competent organs or take compulsory measures;
(12) Newly promulgated laws, regulations, rules, and industry policies may have a significant impact on the company;
(13) The board of directors shall form relevant resolutions on the issuance of new shares or other refinancing plans and equity incentive plans;
(14) The court ruling prohibits the controlling shareholder from transferring the shares held by it; more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicially auctioned, entrusted, trusted, or the voting rights are restricted in accordance with law;
(15) Major assets are sealed, seized, frozen, or mortgaged or pledged;
(16) The main or total business comes to a standstill;
(17) Providing major guarantees to the outside world;
(18) Obtaining large amounts of government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results;
(19) Changing accounting policies and accounting estimates;
(20) Because there are errors in the information disclosed in the previous period, failure to disclose in accordance with regulations, or false records, the relevant organs order corrections or make corrections by the board of directors;
(21) Other circumstances prescribed by the CSRC.
Article 31 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates that a listed company shall promptly perform its information disclosure obligations for major events at any of the following points in time when the first occurrence occurs:
(1) When the board of directors or the board of supervisors forms a resolution on the major event;
(2) When the parties concerned sign a letter of intent or agreement on the major event;
(3) When directors, supervisors or senior management know of the occurrence of the major event and report it.
Where any of the following circumstances occur before the time provided for in the preceding paragraph, the listed company shall promptly disclose the current status of the relevant matters and the risk factors that may affect the progress of the event:
(1) It is difficult to keep confidential the major event;
(2) The major event has been leaked or there are rumors in the market;
(3) Abnormal trading of the company's securities and its derivatives.
Article 58 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates 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 obligations 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 reports.
Article 59 of the Measures for the Administration of Information Disclosure of Listed Companies (2007) stipulates that if the information disclosure obligor and its directors, supervisors and senior management personnel, shareholders, actual controllers, acquirers and their directors, supervisors and senior management of the listed company violate these Measures, the CSRC may take the following regulatory measures:
(1) Order corrections;
(2) Supervising conversations;
(3) Issuing a warning letter;
(4) Record their violations of laws and regulations, non-performance of public commitments, and other such circumstances in the creditworthiness archives and publish them;
(5) Identifying inappropriate candidates;
(6) Other regulatory measures that may be employed in accordance with law.
The following is the original text:
Decision on issuing warning letters to Hangzhou Anheng Information Technology Co., Ltd. and related personnel
Hangzhou Anheng Information Technology Co., Ltd., Fan Yuan, Lou Jing:
In the course of daily supervision, our bureau found that Hangzhou Anheng Information Technology Co., Ltd. (hereinafter referred to as the "Company") acquired 10.57% of the equity of Hangzhou Franco Information Security Technology Co., Ltd. held by Shenyang Aihexin Investment Co., Ltd. for 19.0313 million yuan on January 8, 2021, and completed the registration of industrial and commercial change on January 18, 2021. In this transaction, the Company did not perform the deliberation procedures of the shareholders' general meeting in a timely manner, nor did it fulfill the information disclosure obligation in a timely manner, and did not disclose the transaction information and the notice of convening the extraordinary shareholders' meeting for consideration until March 21, 2021.
The above-mentioned acts of the company and related personnel violated the relevant provisions of Articles 2, 3, 30 and 31 of the Administrative Measures for Information Disclosure of Listed Companies (2007). Fan Yuan, chairman of the board of directors and then general manager of the company, and Lou Jing, secretary of the board of directors, should bear the main responsibility for the above violations. In accordance with the relevant provisions of Articles 58 and 59 of the Measures for the Administration of Information Disclosure of Listed Companies (2007), our bureau has decided to take supervision and management measures of issuing warning letters to you respectively and record them in the integrity file of the securities and futures market. The company and relevant personnel should fully absorb the lessons, strengthen the study of relevant laws and regulations, improve the awareness of standardized operation, conscientiously perform the obligation of information disclosure; earnestly perform the obligation of diligence and due diligence, promote the standardized operation of the company, and ensure that the information disclosure is true, accurate, complete, timely and fair. And submit a written rectification report to our office within ten working days from the date of receipt of this decision to prevent such violations from occurring again in the future.
If you are dissatisfied with these supervision and management 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 supervision and management measures shall not be stopped.
Zhejiang Securities Regulatory Bureau
August 11, 2021
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