Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2022-008 Guangdong Chaohua Technology Co.Ltd(002288)
With regard to the announcement on the rectification report of the decision on administrative supervision measures of Guangdong securities regulatory bureau, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as "the company") received the decision on ordering corrective measures for Guangdong Chaohua Technology Co.Ltd(002288) (No. [2022] 7) (hereinafter referred to as "the decision") issued by Guangdong securities regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "the Guangdong securities regulatory bureau") on January 20, 2022. For details, see the company's disclosure on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Announcement on receiving the decision of Guangdong Securities Regulatory Bureau on administrative supervision measures for the company and relevant responsible persons (Announcement No.: 2022-004).
After receiving the decision, the board of directors and relevant departments of the company attached great importance to it, comprehensively sorted out and deeply analyzed the matters involved in the decision, analyzed and found out the causes of the problems, clarified the responsibilities, formulated the rectification plan in combination with the actual situation of the company, and submitted the rectification report to Guangdong securities regulatory bureau. The rectification report was reviewed and approved at the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors on February 18, 2022. The relevant contents are hereby announced as follows:
1、 Contents of corrective measures issued by Guangdong Securities Regulatory Bureau
After investigation, your company has committed violations that did not disclose major litigation matters. Zhao filed a lawsuit with the court because of a loan dispute with Liang Jianfeng, the actual controller of your company, requesting the court to judge Liang Jianfeng to return the loan principal, loan interest, pay liquidated damages and the plaintiff's lawyer's fees totaling 307302800 yuan, and requesting that your company bear joint and several guarantee liability. On March 9, 2021, Shenzhen intermediate people's Court issued a summons to your company to exchange evidence and hold a court hearing; On November 16, 2021, after examination, the court held that the case did not fall within the scope of civil litigation of the people's court, and ruled to reject the prosecution of the plaintiff Zhao.
Your company failed to disclose the above major litigation and progress in time, and did not disclose relevant information in the semi annual report of 2021, violating articles 2 and 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) and Articles 3, 15 and 22 of the measures for the administration of information disclosure of listed companies (Order No. 182 of the CSRC).
2、 Self inspection results and rectification measures
After receiving the decision, the board of directors of the company shall immediately issue a notice to the securities department, general manager's office and legal department of the company. The president of the company, as the main leader, immediately formed a joint working group of the securities department, the general manager's office and the legal department. The working group is composed of six people to conduct internal self-examination on the major litigation matters not disclosed in time and formulate rectification measures.
1. Self inspection results
The loan is a personal act of Mr. Liang Jianfeng, the controlling shareholder and one of the actual controllers, and has nothing to do with the company. The company has not provided joint and several guarantee for the loan.
Due to the negligence of Mr. Liang Jianfeng's personal behavior, he did not fully consider from the perspective of standardized governance and information disclosure of listed companies. After the company was jointly and severally sued, he entrusted a lawyer to participate in the court hearing on behalf of the company, and failed to timely notify the listed company to fulfill the disclosure obligation, resulting in untimely information disclosure.
The seal keeper failed to strictly review and perform his duties in accordance with the requirements of the company's seal management system, and used the seal on the power of attorney entrusted by Mr. Liang Jianfeng to participate in the court hearing on behalf of the company before seeing the seal approval process.
2. Rectification measures
(1) The board of directors requires Mr. Liang Jianfeng to conduct relevant self-examination and urge correction to avoid similar problems in the future;
(2) According to the relevant provisions of the company's employee reward and punishment management system, the seal keeper shall be punished with demerit recording (the demerit recording period is 12 months, during which the post, rating and salary level shall not be promoted, and the qualification for evaluation in the current year shall be cancelled), and the follow-up shall be ordered to review in strict accordance with the requirements of the company's seal management system and be diligent and responsible; (3) The company shall check the internal situation, announce and disclose the information not disclosed in time, pay attention to the progress at all times, and fulfill the disclosure obligation in time in case of new progress.
(4) Organize relevant personnel of the company to participate in various compliance trainings of the CSRC and the exchange from time to time, improve the awareness of compliance and trust, and make timely and complete compliance information disclosure in accordance with the regulatory requirements in terms of thought and action.
Departments responsible for rectification: Board of directors, general manager's office and Securities Department of the company
Planned completion time: before February 19, 2022
3、 Company summary
The decision issued by Guangdong securities regulatory bureau to the company has played an important guiding and promoting role in further standardizing corporate governance and performing information disclosure in a timely and complete manner. After combing and analyzing, the company has deeply recognized the problems and deficiencies in corporate governance, internal control and information disclosure. The company will actively carry out rectification work according to the relevant requirements of the regulatory authorities, earnestly and continuously implement various rectification measures, improve the awareness of standardized operation of the directors, supervisors and senior managers of the company, and improve the ability of standardized operation of the company, Strengthen internal control supervision and inspection.
As a listed company, standardized operation is the basic requirement for the sustainable and healthy development of the company, which runs through all aspects of the company's operation and management. Mr. Liang Jianfeng, the company's controlling shareholder and one of the actual controllers, apologized for the above problems and learned profound lessons. Please understand. In the future, we will further strengthen the study of securities laws and regulations, strictly abide by the provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of information disclosure of listed companies, and take this rectification as an opportunity and in combination with the actual situation of the company, Promote the normalization of the company's compliance construction, strengthen the awareness of standardized operation and compliance information, effectively safeguard the interests of the company and the majority of investors, and promote the standardized, sustainable, healthy and stable development of the company.
It is hereby announced.
Board of directors February 18, 2002
