On March 8, the National Stock Transfer Company handled 140 cases of violations in February 2021: 66 cases were given disciplinary sanctions; 74 cases were self-disciplined supervision measures, of which 60 violations were taken with self-regulatory measures of verbal warning and requiring written commitments, and 14 cases of violations were taken in the form of self-regulatory measures in writing.
Disciplinary action in February 2021:
First, 62 listed companies did not prepare and disclose their 2020 interim reports by August 31, 2020. 62 listed companies failed to prepare and disclose periodic reports as scheduled, and the then chairman of the board and then secretary of the board of directors (the person in charge of information disclosure) failed to perform their duties faithfully and diligently. The above conduct violates the relevant provisions of the Business Rules of the National SME Share Transfer System (Trial Implementation) (hereinafter referred to as the Business Rules) and the Rules for Information Disclosure of Companies Listed on the National SME Share Transfer System (hereinafter referred to as the Information Disclosure Rules). In accordance with the relevant regulations, our company gave disciplinary sanctions to 62 listed companies and their then chairman of the board of directors with public reprimands, and took self-regulatory measures of issuing warning letters to the then secretary of the board of directors (the person in charge of information disclosure).
Second, on June 11, 2020 and November 9, 2020, the wholly-owned subsidiaries of Beijing Hedao Jincheng Culture Media Co., Ltd. (hereinafter referred to as "Hedao Media") subscribed to contribute capital and participate in the establishment of two companies with similar business scopes, with a total investment of 5.1 million yuan, accounting for 35.14% of the total audited assets of Hedao Media in 2019 and 51.66% of the audited net assets in 2019, constituting a major asset restructuring. Hedao Media completed the major asset restructuring without standardizing the relevant procedures, and Dai Jiabing, then chairman and general manager, failed to perform his duties faithfully and diligently. The above conduct violates the relevant provisions of the Measures for the Administration of Material Asset Restructuring of Unlisted Public Companies, the Business Rules, and the Detailed Rules for the Business Of Material Asset Restructuring of Unlisted Public Companies of the National SME Share Transfer System. In accordance with the relevant regulations, our company gave disciplinary punishment to Hedao Media and Dai Jiabing for reporting criticism.
Third, other enterprises controlled by the actual controller of Zhejiang Tinglan Commerce and Trade Co., Ltd. (hereinafter referred to as "Tinglan Shares") occupy the funds of the listed company, and the maximum daily balance of funds occupied in 2019 is 13,915,759.00 yuan, accounting for 52.89% of the audited net assets of Tinglan Shares at the end of 2018. There was a situation of capital occupation in Tinglan shares, and the actual controller, chairman, general manager, and secretary of the board of directors Xu Yi failed to perform his duties faithfully and diligently. The above conduct violates the relevant provisions of the Business Rules and the Information Disclosure Rules. In accordance with the relevant regulations, our company gave disciplinary punishment to Tinglan shares and Xu Yi for reporting criticism.
Fourth, Shanghai Lingxin Vision Technology Co., Ltd. (hereinafter referred to as "Lingxin Vision") disclosed the announcement of the correction of accounting errors in the previous period on June 29, 2018, due to the company's internal control management, it was impossible to provide complete voucher information for the above corrections, and the accounting firm could not express its opinion on the above correction results; on April 30, 2020, Lingxin Vision Correction disclosed the 2018 annual report, adjusted the previous revenue recognition, and adjusted the net assets in 2018 -9. 248,020.05 yuan, affecting net profit -4,217,573.91 yuan, affecting -20.66% and 23.1% respectively; in July 2017, Chen Daming, the controlling shareholder and actual controller of Lingxin Vision, signed an agreement with several investors containing special investment terms, and Lingxin Vision did not disclose the relevant information in a timely manner; on November 12, 2019, 6,305,700 shares of Lingxin Vision held by Chen Daming were judicially frozen, accounting for 11.98% of the total share capital. Lingxin Vision did not disclose the above-mentioned share freezing matters in a timely manner. Lingxin Vision had the above-mentioned weak internal control management and irregular information disclosure, and Chen Daming and Du Huan, the financial leader at the time, failed to perform their duties faithfully and diligently. The above conduct violates the relevant provisions of the Measures for the Supervision and Administration of Unlisted Public Companies, the Business Rules, the Information Disclosure Rules, the Rules for the Targeted Issuance of Shares in the National SME Share Transfer System, and the FAQ on the Issuance of Shares by Listed Companies (IV). In accordance with the relevant regulations, our company gave disciplinary punishment to Lingxin Vision, Chen Daming and Du Huan for reporting criticism.
Fifth, Wuhan Fangdi Environmental Protection Co., Ltd. (hereinafter referred to as "Fangdi Environmental Protection") had related party transactions with related parties totaling 542.39 million yuan in 2018, accounting for 362.70% of its audited net assets in 2017. Fangdi Environmental Protection failed to perform the review procedures and information disclosure obligations in a timely manner when the related party transaction occurred, and Chairman Zhang Beilin and Secretary of the Board of Directors Wu Siyu failed to perform their duties faithfully and diligently. The above conduct violates the relevant provisions of the Business Rules, the Information Disclosure Rules and the Rules governing the Listing of the National SME Share Transfer System. In accordance with the relevant regulations, our company gave disciplinary punishment to Fangdi Environmental Protection, Zhang Beilin and Wu Siyu for reporting criticism.
Adoption of written self-regulatory measures:
The violations that were subject to written self-regulatory measures in February included information disclosure violations, corporate governance violations, and rights change violations.
In terms of information disclosure violations, the first is that the listed company fails to disclose material information that should be disclosed in a timely manner, such as major litigation and arbitration information, information that more than 5% of the shares of the listed company held by any shareholder are pledged or frozen, legal representatives, controlling shareholders, actual controllers, chairmen and general managers are listed as untrustworthy executors, information that the chairman is unable to perform his duties, information on abnormal operations, frozen bank accounts, changes in office space, information on board resolutions, and changes in senior management Second, the acquirer did not disclose the acquisition report, the professional opinion of the financial adviser and the legal opinion in a timely manner; the third was that the listed company did not reply to the inquiry letter on time; fourth, the agreement signed by the relevant responsible entity of the listed company with the issuer in the process of stock issuance involved special investment clauses, and the listed company did not disclose it in a timely manner; fifth, there were major accounting errors and inaccurate information in the periodic reports disclosed by the listed company; sixth, the listed company failed to disclose the implementation announcement of the equity distribution before the equity registration date.
In terms of corporate governance violations, the first is that the listed company provides guarantees to the outside world and fails to perform the review procedures and information disclosure obligations in a timely manner; the second is that the listed company fails to perform the review procedures and information disclosure obligations in a timely manner; the third is that the listed company's equity distribution plan is not implemented within 2 months after the deliberation and approval of the shareholders' general meeting and does not apply for an extension; the fourth is that the listed company has fictitious notes receivable and accounts receivable collection; fifth, the listed company has not separately accounted for the relevant business costs, and there is a mismatch between revenue and cost.
In terms of irregularities in the change of interests, the main reason is that after the shares in which the investor and its co-actors have an interest reach 10% of the issued shares of the listed company, the shares in which they have an interest are not suspended for each increase or decrease of 5% of the whole multiple.
Attached - The list of disciplinary sanctions and self-regulatory measures imposed by the National Equity Transfer Company on listed companies and relevant responsible entities that fail to disclose the 2020 interim report as scheduled
Attached - Announcement on the Adoption of Verbal Warnings, Appointments, and Requests for Submission of Regulatory Measures for Listed Companies and Related Responsible Entities (February 2021)
This article originated from the digging shell network