Securities code: 300370 securities abbreviation: St security control announcement Code: 2022-008 Sichuan Etrol Technologies Co.Ltd(300370)
Information received from the controlling shareholder and actual controller of the company
Announcement of the decision on administrative punishment
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information
Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “the company” or “security control technology”) received a notice from Mr. Yu Ling, the controlling shareholder and actual controller of the company, on August 16, 2021. He received the notice of filing a case from the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) because he was suspected of insider trading in the securities market (divulging insider information), According to the securities law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations, the CSRC decided to file a case. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on August 17, 2021 Announcement on the receipt of notification of filing by the CSRC by the controlling shareholders and actual controllers of the company (Announcement No.: 2021-139). On November 30, 2021, the company received the notice from Mr. Yu Ling, the controlling shareholder and actual controller of the company, who received the advance notice of administrative punishment ([2021] No. 4) from Xinjiang regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Xinjiang regulatory bureau”). For details, please refer to the company’s website (www.cn. Info. Com. CN.) on December 2, 2021 Announcement on the receipt of advance notice of administrative punishment by the controlling shareholder and actual controller of the company (Announcement No.: 2021-179).
On January 27, 2022, Mr. Yu Ling received the decision on administrative punishment (No. [2022] 1) issued by Xinjiang regulatory bureau. It was found that Mr. Yu Ling had the following illegal facts:
(I) formation and disclosure process of inside information
On June 24, 2020, Yu Ling, the actual controller of security control technology, arranged Zhang, the financial director of security control technology, to go to the Investment Bureau of Xuzhou District, Yibin, Sichuan Province to connect cooperation matters. On June 28, Yu Ling and Zhang held a meeting with the staff of Xuzhou district to discuss the cooperation intention.
On July 16, 2020, the people’s Government of Xuzhou District, Yibin City sent a letter to security control technology, hoping to officially establish a strategic investment cooperation relationship with security control technology, introduce the listed main body of security control technology to move to Xuzhou District, Yibin City, coordinate the investment of state-owned companies or industrial development funds in security control technology, and coordinate banking financial institutions to provide support for the financing of security control technology.
From July 28 to 30, 2020, relevant departments of Xuzhou district government of Yibin City and Yibin Xuzhou Chuangyi Industry Investment Co., Ltd. (hereinafter referred to as Chuangyi industry) visited security control technology for investigation and talks. Among them, Chuangyi industry is a wholly state-owned company fully controlled by the state owned assets supervision and administration and financial work bureau of Xuzhou District, Yibin City.
On August 10, 2020, Zhongxi certified public accountants, Beijing Weiheng (Chengdu) law firm and Guosen Securities Co.Ltd(002736) entered the site for due diligence.
From August 13 to 14, 2020, the due diligence of intermediaries will be completed.
On August 17, 2020, Yu Ling, the actual controller of security control technology, Zhang, the general manager, Li moufu, the vice chairman, Zhang, the chief financial officer, and Li mouhua, the deputy general manager, discussed the cooperation plan and put forward a plan for Chuangyi industry to inject 150 million capital into security control technology and Yu Ling respectively to resolve the debt crisis.
From August 26 to 28, 2020, Zhang, chief financial officer of security control technology, and Li mouhua, deputy general manager, went to Chuangyi industry to communicate on the cooperation framework agreement.
From September 1 to 3, 2020, security control technology, Sichuan Yibin Xuzhou district government and Chuangyi industry revised and improved the terms of the cooperation framework agreement.
On September 5, 2020, security control technology, Yu Ling and Chuangyi industry signed the cooperation framework agreement.
On September 7, 2020, security control technology held a meeting of the board of directors to consider and adopt the cooperation framework agreement. On September 8, 2020, security control technology released the announcement on the signing of cooperation framework agreement by the company. The main contents of the cooperation framework agreement are: introduce listed companies and relocate, Chuangyi industry will pay 150 million yuan to security control technology, and security control technology will start the relocation of the company within 10 days after receiving the intention; Yu Ling provided stock pledge, and Chuangyi industry paid 150 million yuan to Yu Ling for a period of three years; After the relocation of security control technology, Chuangyi industry provides necessary support for security control technology to solve the problem of interest bearing liabilities; Chuangyi industry participates in the equity acquisition of security control technology through agreement transfer, private placement and other means. If Chuangyi industry fails to meet the standard of the actual controller of security control technology after participating in the equity acquisition, Yu Ling enables Chuangyi industry to obtain the control of the company by means of voting power entrustment; The agreement also stipulates industrial investment, rights and obligations of all parties, liability for breach of contract and other matters.
Xinjiang regulatory bureau believes that the announcement on the signing of cooperation framework agreement by the company issued by security control technology on September 8, 2020 belongs to the major events listed in Item (III) of paragraph 2 of Article 80 of the securities law and constitutes the inside information specified in paragraph 2 of Article 52 of the Securities Law. The formation time of inside information shall not be later than 2020
July 16, 2020, published on September 8, 2020.
(II) Yu Ling divulges the inside information of “security control technology”
At that time, Yu Ling held 160226175 shares of “security control technology”, accounting for 16.74% of the total share capital of security control technology. He was the actual controller of security control technology. He participated in the whole process of negotiation, formation and signing of the cooperation framework agreement between security control technology, Xuzhou District government of Yibin, Sichuan and Chuangyi industry. He was the leader and decision-maker of the matters involved in the insider information of this case. According to Article 50 (II) of the securities law, the insider information of Yu Zhiling is the statutory information.
Yu Ling and Luo mouzhong are comrades in arms, and Luo mouzhong is the Pledgee of Yu Ling’s equity. On August 18, 2020, Yu Ling took the initiative to contact Luo mouzhong by telephone and talked about the cooperation between security control technology and Xuzhou district government, which led Luo mouzhong to get the inside information. Yu Ling and Wang mouhai are friends. On July 22, 2020, they had telephone contact. Because Yu Ling talked to Wang about the cooperation between security control technology and Yibin, Wang mouhai obtained inside information. Luo mouzhong and Wang mouhai used insider information to trade “security control technology” stocks during the sensitive period of insider information.
The above facts are proved by the company’s announcement, meeting minutes, information description, information on securities account opening, transaction flow, bank account flow, inquiry records of relevant parties and other evidence.
Xinjiang regulatory bureau believes that Yu Ling’s disclosure of insider information violates the provisions of paragraph 1 of Article 53 of the securities law and constitutes an illegal act of insider trading as described in Article 191 of the securities law.
According to the facts, nature, circumstances and degree of social harm of the party’s illegal act, and in accordance with Article 191 of the securities law, Xinjiang regulatory bureau decided to impose a fine of 500000 yuan on Yu Ling.
The above-mentioned party shall remit the fine to the China Securities Regulatory Commission within 15 days from the date of receiving the punishment decision. The Bank of deposit: Beijing Branch Business Department of China CITIC Bank, account No.: 7111010189800000162. The bank shall directly turn it over to the state treasury, and send the copy of the payment voucher marked with the name of the party to Xinjiang regulatory bureau for the record. If a party refuses to accept the punishment decision, he may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the punishment decision, or directly file an administrative lawsuit with the people’s court with jurisdiction within 6 months from the date of receiving the punishment decision. During the period of reconsideration and litigation, the implementation of the above decision shall not be suspended.
2、 Impact on the company and risk tips
The above punishment decision only involves Mr. Yu Ling, who will not have a significant impact on the normal operation of the company, and does not involve major illegal and compulsory delisting stipulated in the Shenzhen Stock Exchange GEM Listing Rules and other relevant regulations.
All information of the company shall be disclosed on cninfo.com.cn The announcement on the shall prevail. Please pay attention to the investment risk.
It is hereby announced.
Sichuan Etrol Technologies Co.Ltd(300370) board of directors
January 28, 2022
