Stock code: 002592 Stock abbreviation: ST Baling Announcement number: 2021-095
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
First, the basic situation
On August 4, 2020, Nanning Baling Technology Co., Ltd. (hereinafter referred to as "the Company" or "Baling Technology") received the Notice of Investigation of the China Securities Regulatory Commission (No. 2020036) from the Guangxi Regulatory Bureau of the China Securities Regulatory Commission (hereinafter referred to as the "Guangxi Securities Regulatory Bureau"). Due to the Company's suspected violations of laws and regulations on information disclosure, in accordance with the relevant provisions of the Securities Law of the People's Republic of China, the Guangxi Securities Regulatory Bureau decided to file an investigation against the Company, the details of which can be found in the Announcement on Receipt of the Notice of Case Filing and Investigation (Announcement No. 2020-084) disclosed by the Company on August 6, 2020.
On July 9, 2021, the Company received the Guangxi Securities Regulatory Bureau's Advance Notice of Administrative Penalties (Gui Penalty Zi [2021] No. 2), as detailed in the Announcement on Receiving the Advance Notice of Administrative Penalties from the Guangxi Securities Regulatory Bureau < > disclosed by the Company on July 12, 2021 (Announcement No. 2021-074).
On September 2, 2021, the Company received the Administrative Penalty Decision ([2021] No. 3) from the Guangxi Securities Regulatory Bureau.
II. Content of the Administrative Punishment Decision
Party: Nanning Baling Technology Co., Ltd., domicile: No. 21, East Section of High-tech Avenue, High-tech Zone, Nanning City, Guangxi Zhuang Autonomous Region.
Wang Anxiang: Female, born in May 1962, Chairman and General Manager of Beijing Hongrun Tianyuan Gene Biotechnology Co., Ltd. (hereinafter referred to as "Hongrun Tianyuan"), Executive Director and General Manager of Hainan Hongrun Tianyuan Gene Biotechnology Co., Ltd. (hereinafter referred to as "Hainan Hongtian"), Domicile: Daxing District, Beijing.
Gu Yu: Female, born in July 1954, chairman and general manager of Baling Technology, domicile: Nanning City, Guangxi Zhuang Autonomous Region.
Huang Shengtian: male, born in October 1966, financial director of Baling Technology, address: Nanning City, Guangxi Zhuang Autonomous Region.
Huang Yuan: Female, born in June 1969, deputy general manager and secretary of the board of directors of Baling Technology, address: Nanning City, Guangxi Zhuang Autonomous Region.
In accordance with the relevant provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), our bureau conducted a case investigation and trial of the illegal acts of information disclosure of Baling Technology, and informed the parties of the facts, reasons, and basis for the administrative punishment and the rights enjoyed by the parties in accordance with the law. At the request of the parties Baling Technology, Wang Anxiang, Gu Yu and Huang Yuan, our bureau held a hearing on August 20, 2021 and listened to the statements and defenses of Baling Technology, Wang Anxiang, Gu Yu, Huang Yuan and their agents. The case has now been investigated and the trial has been concluded.
It was found that Baling Technology had the following illegal facts:
In May 2019, Baling Technology and its controlling shareholder Yang Mouzhong reached a package transaction with Wang Anxiang and its related parties: Baling Technology acquired 51% of the equity of Hongrun Tianyuan held by Wang Anxiang and its related parties in cash, and Wang Anxiang accepted 10% of the shares of Baling Technology held by Yang Mouzhong. After the completion of the above transaction, Hongrun Tianyuan became a subsidiary of Baling Technology Holdings, and Wang Anxiang became an associated natural person of Baling Technology. Founded in October 2019, Hainan Hongtian is a wholly-owned subsidiary of Hongrun Tianyuan.
Hongrun Tianyuan had defective assets of 476 million yuan before it was acquired. In order to solve this problem, Wang Anxiang borrowed RMB296 million and RMB170 million from Hu Mouhuan on October 28, 2019 and January 8, 2020 respectively to replace the above defective assets. When borrowing money, the two parties agreed to deposit the loan as a certificate of deposit, provide a pledge guarantee for the issuance of bank acceptance drafts by the company designated by Hu Mouhuan, and return the loan after issuing the bank acceptance draft of the corresponding amount. According to the above-mentioned agreement, on October 28, 2019 and October 29, 2019, Hainan Hongtian and the Pearl River Branch of Bank of Guangzhou signed two "Certificate of Deposit Pledge Contracts" respectively, and pledged two certificates of deposit deposited in the Zhongda Branch of Bank of Guangzhou in the amount of RMB146 million and RMB150 million to the Pearl River Branch of Bank of Guangzhou, providing guarantees for the debts stipulated in the Two Bank Acceptance Agreements signed between Fuxin Jiubao Energy Co., Ltd. and the Pearl River Branch of Bank of Guangzhou designated by Hu Mouhuan. The total amount of the guarantee is 296 million yuan, accounting for 15.90% of the audited net assets of Baling Technology in the latest period (2018). On January 8, 2020, Hainan Hongtian signed the Rights Pledge Contract with the Chongqing Branch of Guangfa Bank, pledging the bank a fixed-term deposit certificate with an amount of 170 million yuan to the bank, providing a guarantee for the debts stipulated in the Acceptance Contract signed between Fugang Energy Technology Co., Ltd. and the bank designated by Hu Mouhuan, with a guarantee amount of 170 million yuan, accounting for 9.13% of the audited net assets of Baling Technology in the latest period (2018). After the above three certificates of deposit matured one after another, due to Wang Anxiang's failure to arrange funds to pay off debts, all the deposits of RMB466 million in the certificates of deposit were transferred by the pledgee, resulting in a major loss of funds of the listed company.
In the above matters, Hainan Hongtian guaranteed the outside world without the review procedures of the listed company, which constituted a guarantee in violation of the law. Wang Anxiang illegally used the funds of the listed company to provide financial assistance for his personal loans through collusion with others, resulting in the transfer of the listed company's resources and obligations, constituting a related party transaction and forming a non-operating capital occupation by a related party.
According to Articles 40 and 41 of the Guidelines for the Content and Format of Information Disclosure of Companies Publicly Offering Securities No. 2 - Content and Format of Annual Reports (2017 Revision) and Article 12 of the Rules for the Compilation of Information Disclosure of Companies Publicly Offering Securities No. 13 - Content and Format of Quarterly Reports (2016 Revision), Baling Technology shall disclose the guarantee provided by its subsidiaries and material related party transactions in the relevant periodic reports respectively. For the above matters, Baling Technology did not truthfully disclose the 2019 annual report and the first quarterly report of 2020 released on April 30, 2020.
The above facts are proved by evidence such as the written description of Baling Technology, financial vouchers, records of relevant personnel inquiries, agreements, bank account flows, and announcements of Baling Technology, which are sufficient to determine.
The above-mentioned acts of Baling Technology violated the provisions of the second paragraph of Article 78 of the Securities Law and constituted an illegal act of information disclosure as described in the second paragraph of Article 197 of the Securities Law.
Wang Anxiang took advantage of his position as the legal representative, chairman and general manager of Hongrun Tianyuan, as well as the executive director and general manager of Hainan Hongtian, to manipulate the above-mentioned companies to provide non-operating funds for their individuals in violation of the law, and concealed the above matters, resulting in Baling Technology not truthfully and completely disclosing related party transactions and external guarantee information in the relevant periodic reports, and was the person in charge directly responsible for the illegal acts of information disclosure of Baling Technology. Gu Yu, chairman and general manager of Baling Technology, Huang Shengtian, financial director, and Huang Yuan, deputy general manager and secretary of the board of directors, are the supervisors directly responsible for the illegal information disclosure of Baling Technology.
The parties put forward the following opinions in the hearing, statements and defense materials: Baling Technology, Gu Yu and Huang Yuan submitted that, first, the primary responsibility for Baling Technology's failure to disclose the guarantee matters in the periodic report was Wang Anxiang, the relevant bank did not truthfully disclose the fact that the deposit was pledged to Baling Technology, and Baling Technology had already announced the "qualified opinion" in the "Audit Report" issued by the audit institution, which was not a deliberate violation of the information disclosure regulations. Second, Baling Technology has formulated relevant internal management systems and appointed financial personnel as directors to supervise Hongrun Tianyuan Finance, but Wang Anxiang and others have not cooperated and have done their best. Third, the administrative organs did not prove that Gu Yu and Huang Yuan did not exercise diligence and responsibility, and Gu Yu and Huang Yuan did not have the obligation to prove their diligence and due diligence. Fourth, Wang Anxiang deliberately concealed and manipulated Hongrun Tianyuan and Hainan Hongtian to guarantee externally, and Baling Technology, Gu Yu, and Huang Yuan were in a passive position in this case. In summary, it is requested that Wang Anxiang be given a lighter punishment or be exempted from punishment. Wang Anxiang proposed that, first, Wang Anxiang was not responsible for the information disclosure of Baling Technology, and could not make an accurate and professional judgment on whether all kinds of information needed to be disclosed. Second, the time of the guarantee act in this case and Wang Anxiang's use of the listed company's funds occurred before March 1, 2020, and the Securities Law amended in 2014 should be applied. Third, Wang Anxiang is not the legal subject of information disclosure, and Baling Technology is aware of the guarantee matters. In summary, it is requested that mitigating penalties be considered as appropriate. Huang Shengtian proposed that, first, the Securities Law amended in 2014 should be applied to this case. Second, although Huang Shengtian is an executive of Baling Technology, it is impossible for Wang Anxiang to learn about the relevant circumstances and fulfill the information disclosure obligation under the circumstance that Wang Anxiang deliberately concealed the relevant facts. Third, the punishment organ should prove that Huang Shengtian did not exercise diligence and due diligence, and Huang Shengtian should not prove that he was diligent and conscientious. In summary, a mitigation or exemption from punishment is requested.
After review, our bureau believes that, first, in the illegal facts of this case, Hainan Hongtian's external guarantee is the company's behavior, and Wang Anxiang's behavior in the guarantee matter is an act of duty, and the listed company should bear the consequences of false information disclosure, and cannot be exempted from liability on the grounds that the staff deliberately concealed it. Second, Baling Technology did not truthfully and completely disclose related party transactions and external guarantee information in the 2019 annual report and the first quarterly report of 2020 released on April 30, 2020, which occurred after the implementation of the current Securities Law on March 1, 2020, and the current Securities Law should be applied. Third, the directors, supervisors and senior management of listed companies shall bear stricter statutory guarantee responsibilities than other personnel for the authenticity, accuracy and completeness of information disclosure of listed companies. Administrative organs determine responsibility and impose penalties based on the degree of correlation between the directors, supervisors, senior management personnel of listed companies and the illegal acts of information disclosure. Where the person being punished is dissatisfied, they shall provide evidence such as that they have fulfilled their obligations of loyalty and diligence in disclosing information. In this case, after the fact that Hainan Hongtian violated the external guarantee, Gu Yu, Huang Shengtian and Huang Yuan had enough time to actively perform their duties of diligence. Whether Baling Technology has sent financial personnel to Hongrun Tianyuan as directors, whether Wang Anxiang has violated the company system to conceal the facts of the violation, and whether the relevant banks' responses to the annual review agency's inquiry are accurate and complete, do not constitute the reasons for Gu Yu, Huang Shengtian and Huang Yuan to claim exemption from liability. The evidence submitted by Gu Yu, Huang Shengtian and Huang Yuan cannot prove that they are diligent and conscientious, and they should be identified as directly responsible supervisors. Fourth, although Wang Anxiang is not within the scope of directors, supervisors and senior management of Baling Technology, he illegally manipulated the subsidiary of the listed company to guarantee the outside world and formed a related party capital occupation, and concealing the matter directly led to the illegal disclosure of information by the listed company, and should be liable for the illegal acts of the listed company. Fifth, at the stage of investigation and trial, this case has paid full attention to and considered the relevant illegal facts and circumstances, and the punishment of each party is appropriate.
In summary, our office does not adopt the opinions of the parties.
Based on the facts, nature, circumstances and degree of social harm of the parties' illegal acts, and in accordance with the second paragraph of Article 197 of the Securities Law, our bureau decides:
1. Order Nanning Baling Technology Co., Ltd. to make corrections, give a warning, and impose a fine of 2 million yuan;
2. Give Wang Anxiang a warning and impose a fine of 2 million yuan;
3. Give Gu Yu a warning and impose a fine of 2 million yuan;
4. Give a warning to Huang Shengtian and Huang Yuan, and impose a fine of 1 million yuan each.
The above-mentioned parties shall, within 15 days from the date of receipt of this penalty decision, remit the fine to the China Securities Regulatory Commission, and send a copy of the payment voucher with the name of the party to our bureau for the record. If the parties concerned are dissatisfied with this penalty decision, they may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days of receiving this penalty decision, or they may directly file an administrative lawsuit with the people's court with jurisdiction within 6 months from the date of receipt of this penalty decision. During the period of reconsideration and litigation, the implementation of the above-mentioned decision shall not be suspended.
Third, the impact on the company and risk tips
According to the circumstances identified in the Administrative Penalty Decision, the above-mentioned acts did not touch on the circumstances of major illegal forced delisting stipulated in Articles 2, 4 and 5 of the Implementation Measures for the Compulsory Delisting of Listed Companies on the Shenzhen Stock Exchange and Articles 14.5.1, 14.5.2 and 14.5.3 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (Revised in 2020).
The Company sincerely apologizes to investors for this matter. The company will learn lessons and take this as a warning, strengthen internal control, improve the level of standardized operation, corporate governance and information disclosure, and strictly perform information disclosure obligations in accordance with relevant laws and regulations, and take practical measures to prevent the recurrence of such matters.
For this administrative penalty decision, the company expects to discuss with lawyers whether to file an administrative reconsideration. If there is any subsequent progress, the company will fulfill the information disclosure obligation in a timely manner according to the progress of the matter. The company designates the information disclosure media as "China Securities News", "Securities Daily", "Securities Times", "Shanghai Securities News" and Juchao Information Network (www.cninfo.com.cn), all the company's information is subject to the company's official announcement published in the above designated media, please pay attention to the investment risks and invest rationally.
This is hereby announced.
Nanning Baling Technology Co., Ltd
board of directors
September 3, 2021