Securities code: 603322 securities abbreviation: Super Telecom Co.Ltd(603322) Announcement No.: 2022-017 Super Telecom Co.Ltd(603322)
Warning report of Guangdong Securities Regulatory Bureau on rectification
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Super Telecom Co.Ltd(603322) (hereinafter referred to as the “company”) received the decision on Issuing warning letters to Super Telecom Co.Ltd(603322) , Liang Jianhua, Zou Wen and Meng fanding issued by Guangdong regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as the “Guangdong securities regulatory bureau”) on January 10, 2022 [(2022) No. 3, hereinafter referred to as the “warning letter”], For details, see the announcement on receiving the warning letter from Guangdong Securities Regulatory Bureau disclosed by the company (Announcement No.: 2022-006).
After receiving the letter, the board of directors, management and relevant personnel of the company attached great importance to it and implemented rectification measures in accordance with the securities law, the measures for the administration of information disclosure of listed companies and other laws, regulations and normative documents. The specific rectification is reported as follows:
1、 Warning description
Because Meng fanding, the legal representative / Chairman / Executive Director of the company’s holding subsidiary Shanghai Sangrui Electronic Technology Co., Ltd. (hereinafter referred to as “Sangrui Electronics”) and its wholly-owned subsidiary Liaoning Minsheng Intelligent Instrument Co., Ltd. (hereinafter referred to as “Minsheng intelligent”), without any authorization of the company, In the name of Sangrui electronics and Minsheng intelligence, it privately provided illegal guarantees for Diaobingshan Hongding Taisong Real Estate Development Co., Ltd. controlled by it and Diaobingshan Shuntong Coal Industry Co., Ltd. controlled by its related parties, with a total amount of about 420.76 million yuan. The above-mentioned guarantee items did not fulfill the necessary examination and approval procedures and were disclosed in a timely manner, in violation of articles 2, 30 and 33 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
According to Article 9 of the interpretation of the Supreme People’s Court on the application of the relevant guarantee system of the civil code of the people’s Republic of China and other relevant provisions, the above guarantee is invalid. For details, please refer to the announcement on freezing of some accounts of subsidiaries and risk warning (Announcement No.: 2021-075), the announcement on reply to the supervision letter of Shanghai Stock Exchange (Announcement No.: 2022-011) and the suggestive announcement on warning of other risks in stock trading and suspension of the company’s shares (announcement No.: 2022-015) disclosed by the company.
2、 Rectification measures and internal accountability
(I) rectification measures
1. Clarify responsibilities and conduct comprehensive self inspection
After the occurrence of the above illegal guarantee matters, the board of directors of Sangrui electronics immediately held an emergency meeting of the board of directors, deliberated and adopted the proposal on not recognizing the legal representative Meng fanding’s illegal signing of guarantee contract with the bank, and did not ratify the above illegal guarantee business. In order to control risks in a timely and comprehensive manner, the company actively promotes the company, controlling shareholders and relevant parties to comprehensively start self inspection, and urges all parties to further verify and confirm whether there are other undisclosed illegal guarantees. The company obtains the enterprise credit report or personal credit investigation report of the company, its subsidiaries, controlling shareholders and relevant parties Actively implement the self-examination by means of written confirmation from relevant parties to ensure that there are no other illegal guarantees in the company.
2. Strive to resolve the guarantee risk
The company actively communicated and coordinated with Diaobingshan Municipal People’s court, Diaobingshan / Hongqi sub branch of Tieling bank and other relevant units, and fully urged Meng fanding, the person in charge, to remove the freezing state of bank accounts and eliminate the guarantee as soon as possible by replacing the guarantee and repurchasing shares. At the same time, the company is actively safeguarding the legitimate rights and interests of the company and shareholders through legal means, and always reserves the right to investigate the legal responsibilities of Meng fanding and other relevant personnel. The company received the notification letter issued by Tieling bank on February 7, 2022. Tieling bank is currently actively negotiating with Sangrui electronics and Minsheng intelligence on how to solve the issues of guarantee and account use, and demonstrate and solve them as soon as possible.
3. Internal rectification
(1) Upgrade internal control system
The company immediately established an internal control group led by the chairman as the group leader, and officially issued the notice on sorting, revising and improving the internal control management system to all departments and branches / subsidiaries of the company on January 6, 2022, requiring the company to comprehensively sort out the existing internal control system and improve the internal control system in accordance with the latest laws and regulations, Timely revise, supplement and improve the internal control system problems found.
(2) Strengthen the dynamic monitoring of the implementation of internal control
According to the standard operation requirements of listed companies, the company further strengthens the frequency and intensity of supervision and control, prevents business risks, and takes various positive and effective measures to ensure that the company maintains effective internal control in all major aspects. In particular, strengthen the management and use of seals, and continuously improve the compliance awareness of seal management / seal users. The company will also regularly and irregularly check the implementation of seal management through internal and external audit.
(3) Strengthen the management of subsidiaries
In order to realize the smooth transition and sustainable development of Sangrui electronics after the end of the performance commitment period and prevent the recurrence of similar risk events, the company recently adjusted the personnel of important positions of Sangrui electronics and Minsheng intelligence. Under the condition that the board of directors of Sangrui electronics has absolute control, the company has appointed additional senior managers such as the general manager and the Secretary of the board of directors to Sangrui electronics through the resolution of the board of directors of Sangrui electronics. At the same time, the company will appoint personnel to take over the duties of the legal representative, Director / Executive Director of Sangrui electronics and Minsheng intelligence, so as to further strengthen the control of the subsidiaries in assets, business The management of Finance and other aspects will stimulate the new vitality of its operation and development.
(4) Training and learning
After receiving the warning letter from Guangdong securities regulatory bureau, the company invited perennial legal advisers to train the directors, supervisors, principals of branches / subsidiaries, seal administrators and other relevant personnel in information disclosure and corporate governance, through the securities law, measures for the management of information disclosure of listed companies, decision-making management system of external guarantee of the company The training and study of laws and regulations such as the company’s seal management system and the company’s internal control system, further strengthen the understanding and understanding of relevant personnel on laws and regulations on information disclosure, improve self-discipline awareness and ensure the standardized operation of the company. (II) internal accountability
Meng fanding, as the person responsible for the above illegal guarantee matters, has voluntarily resigned from the legal representative, chairman / Executive Director / general manager of Sangrui electronics and Minsheng intelligence on January 27, 2022 based on the impact of his own illegal behavior on the company and its subsidiaries. Sangrui electronics has filed a legal lawsuit on Meng fanding’s illegal external guarantee in the name of Sangrui electronics and Minsheng intelligence without any authorization. Following the principles of objectivity and impartiality, seeking truth from facts, accountability and improvement, the board of directors of the company imposed internal sanctions on the relevant responsible personnel of this matter, and required the relevant responsible personnel to strengthen their study of relevant laws and regulations such as the securities law and the measures for the administration of information disclosure of listed companies, and actively participate in the compliance training organized by the regulatory authorities.
It is hereby announced.
Super Telecom Co.Ltd(603322) board of directors February 9, 2022
