Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-029 Changzhou Tiansheng New Materials Co.Ltd(300169)
About the company’s securities regulatory authorities and stock exchanges in the past five years
Announcement of punishment or regulatory measures and rectification
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.
Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as “the company”) has been listed in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for corporate governance of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations, normative documents and the relevant provisions and requirements of the articles of association of Changzhou Tiansheng New Materials Co.Ltd(300169) , Establish and improve the company’s internal control system, standardize the company’s operation, promote the sustainable, stable and healthy development of the company, and continuously improve the level of corporate governance.
In view of the company’s plan to issue shares to specific objects, according to the requirements of relevant laws and regulations, through self-examination, as of the disclosure date of this announcement, the company has been punished or taken regulatory measures and rectification by the securities regulatory department and the stock exchange in the past five years as follows:
1、 The company has been punished by the securities regulatory authorities and stock exchanges in the past five years
Through self inspection, the company has not been punished by the securities regulatory authorities and stock exchanges in the past five years. 2、 The company has been subject to regulatory measures and rectification by the securities regulatory authorities and stock exchanges in the past five years. In the past five years, the company has received a warning letter issued by Jiangsu regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Jiangsu securities regulatory bureau”) once, Received the notice of criticism and punishment decision issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) twice and the supervision letter twice. The details are as follows:
(I) on March 13, 2020, the company received the decision on Issuing warning letters to Changzhou Tiansheng New Materials Co.Ltd(300169) issued by Jiangsu securities regulatory bureau ([2020] No. 39)
1. Main contents
After investigation, on February 19, 2020, the company held an online exchange meeting between investors and media and disclosed the record form of investor relations activities. In the exchange meeting and information disclosure, the company said that the front cabin support cushion product is expected to be applied to Tesla m3, and the relevant samples are already in the trial production stage. If everything goes well, it is expected to be mass produced around June this year; In response to the epidemic situation, the company fully supports the production of ventilator accessories. This product is mainly used in hydrogen and oxygen atomization (breathing) machines urgently needed by Wuhan huoshenshan hospital, leishenshan hospital, other hospitals in Wuhan and designated hospitals in Beijing, Shanghai and Guangzhou; In view of the epidemic situation, the company pays attention to increasing cooperation with medical device enterprises to provide core parts and accessories for nuclear magnetic resonance & CT, hydrogen oxygen atomization ventilator and critical care monitor of well-known medical device and equipment manufacturers in China and internationally.
On February 21, the company disclosed the announcement on abnormal fluctuation of stock trading according to Article 36 of the information disclosure management measures, which said that the front cabin support cushion product is expected to be applied to Tesla m3, and the relevant samples are in the trial production stage. Due to major uncertainties in the development of emerging industries and major customers, it is still in the trial production stage, and the impact on the company’s performance is not clear.
The list of investor relations activities and the announcement of abnormal fluctuations in stock trading disclosed by the company do not fully introduce and reflect the actual situation of business such as front cabin support cushion products, provision of ventilator accessories and the specific impact on the company’s performance. The above-mentioned acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies. According to Article 59 of the measures for the administration of information disclosure of listed companies, it is decided to take administrative supervision measures for issuing warning letters to the company and record them in the integrity archives of the securities and futures market.
2. Rectification measures
After receiving the above warning letter, the company attached great importance to it, organized directors, supervisors, senior managers and relevant personnel to train and study the administrative measures for information disclosure of listed companies and other relevant laws and regulations, clarified the obligations and requirements of relevant personnel, further standardized the operation level of the company, continuously improved the quality of information disclosure and prevented the recurrence of such events, Safeguard the interests of the company and all shareholders.
(II) on October 10, 2018, the company received the decision on giving notice of criticism to Changzhou Tiansheng New Materials Co.Ltd(300169) and relevant parties issued by Shenzhen Stock Exchange
1. Main contents
It is found that the company and relevant parties have the following violations:
The performance forecast and performance express are inaccurate and the correction is not timely. On January 31, 2018, the company disclosed the 2017 annual performance forecast. It is estimated that the net profit attributable to the shareholders of the listed company (hereinafter referred to as “net profit”) is 18.2 million to 23 million yuan. On February 28, the company disclosed the 2017 annual performance express, with an estimated net profit of RMB 2012.67 million. On April 13, the company disclosed the revised announcement of 2017 annual performance forecast and performance express, and the estimated net profit was 37.3223 million yuan. On April 28, the company disclosed the 2017 annual report, and the audited net profit was 37.3226 million yuan. Compared with the annual report, the nature of profit and loss of the net profit attributable to the shareholders of the listed company disclosed in the company’s performance forecast and performance express has changed greatly, and the performance correction has seriously lagged behind.
There are significant accounting errors in the financial accounting report. On April 28, 2018, the company disclosed the announcement on correction and retroactive adjustment of previous accounting errors. Due to insufficient evidence for the estimation of taxable income generated in the future period on which the deferred income tax assets are accrued from 2013 to 2016, the company corrected it according to the retroactive restatement method, in which the net profit in 2015 was corrected from 23.4487 million yuan to 11.9546 million yuan, The change range is 49.01%; In 2016, the net profit was corrected from 18.1918 million yuan to 9.2133 million yuan, with a change range of 49.36%. The above acts of the company violate the relevant provisions of articles 1.4, 2.1, 11.3.4 and 11.3.8 of the GEM Listing Rules (2014 Revision) and articles 1.4, 2.1, 11.3.4 and 11.3.8 of the GEM Listing Rules (2018 Revision) of Shenzhen Stock Exchange.
Chairman Wu Haizhou, director and president Xu Yi and chief financial officer Xue MEIXIA of the company failed to fulfill their duties and fulfill their obligations of integrity and diligence, and violated articles 1.4, 2.1, 2.2 and 3.1.5 of the gem stock listing rules (revised in 2014) and articles 1.4, 2.1 and 2.2 of the gem stock Listing Rules (revised in 2018) Article 3.1.5 and articles 1.3 and 3.7.2 of the guidelines for the standardized operation of companies listed on the gem (revised in 2015) bear important responsibility for the above violations of the company.
In view of the above violation facts and circumstances, in accordance with articles 16.2 and 16.3 of the GEM Listing Rules (2014 Revision) and articles 16.2 and 16.3 of the GEM Listing Rules (2018 Revision) of the Shenzhen Stock Exchange, after deliberation and approval by the Disciplinary Committee of the Shenzhen Stock Exchange, the following disciplinary decisions are made: the company shall be given the punishment of circular criticism; Wu Haizhou, chairman of the board of directors, Xu Yi, director and President of the company, and Xue MEIXIA, chief financial officer of the company were given the punishment of circulating a notice of criticism.
2. Rectification measures
After receiving the above punishment decision, the company attached great importance to strengthening the study and understanding of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules by directors, supervisors, senior managers and relevant personnel, organizing financial personnel to carry out training on accounting standards and other rules, further standardizing the operation level of the company and continuously improving the quality of information disclosure, Prevent the recurrence of such events and safeguard the interests of the company and all shareholders. (III) on March 8, 2020, the company received the decision on giving notice of criticism to Changzhou Tiansheng New Materials Co.Ltd(300169) and relevant parties issued by Shenzhen Stock Exchange
1. Main contents
It is found that the company and relevant parties have the following violations:
On February 19, 2020, Chairman Wu Haizhou, president Xu Yi and Secretary of the board of directors Xu Dongdong said at the online exchange meeting of investors and media that the company’s front cabin support cushion products are expected to be applied to Tesla m3, and the relevant samples are already in the trial production stage. If everything goes well, it is expected to be mass produced around June this year; In response to the epidemic situation, the company fully supports the production of ventilator accessories. This product is mainly used in hydrogen and oxygen atomization (breathing) machines urgently needed by Wuhan huoshenshan hospital, leishenshan hospital, other hospitals in Wuhan and designated hospitals in Beijing, Shanghai and Guangzhou; In view of the epidemic situation, the company pays attention to increasing cooperation with medical device enterprises to provide core parts and accessories for nuclear magnetic resonance & CT, hydrogen oxygen atomization ventilator and critical care monitor of well-known medical device and equipment manufacturers in China and internationally.
On February 21, the company disclosed the announcement on abnormal fluctuation of stock trading, which said that the front cabin support cushion product is expected to be applied to Tesla m3, and the relevant samples are in the trial production stage. Due to major uncertainties in the development of emerging industries and key customers, the impact on the company’s performance is not clear.
On February 26, the company disclosed the announcement on the reply to the letter of concern of Shenzhen Stock Exchange (hereinafter referred to as the “announcement on the reply to the letter of concern”). About the business of front cabin support cushion products, In the notice of reply to the letter of concern, the company said that “at present, the sales mode of the front cabin support cushion products is indirect supply. Our company provides it to the first-class supplier, and the first-class supplier makes the assembly products and provides them to Tesla.” through the preliminary communication with the customer, if it passes the corresponding test and certification, the company will complete the relevant preparations according to the customer’s needs around June. ” “At present, no formal agreement has been signed and no orders are in hand, which will not have a significant impact on the performance of our company”; With regard to ventilator accessories, the company said in the notice of reply to the letter of concern that “at present, the total number of orders received is 58000 sets, and the sales volume is 1.5 million yuan”, “the total number of orders in 2020 is expected to be about 300000 sets, and the annual sales volume is expected to be about 10 million yuan, which will not have a significant impact on the performance of our company”; About cooperation with relevant medical institutions, In the notice of reply to the letter of concern, the company said that “in addition to ventilator accessories, the cooperation between Changzhou xinqisheng Polymer Technology Co., Ltd., a wholly-owned subsidiary of the company, and relevant medical institutions is mainly to provide them with relevant accessories”, “the sales volume of medical product accessories in the above-mentioned cooperation was RMB 11.98 million in 2018 and RMB 10.26 million in 2019”.
The company did not objectively and completely reflect the actual situation of the front compartment support cushion products, ventilator accessories and other businesses in the online exchange meeting between investors and media, and did not accurately and completely disclose the front compartment support cushion products, ventilator accessories and other businesses in the announcement of abnormal fluctuations in stock trading disclosed on February 21 The specific impact of providing ventilator accessories and cooperating with relevant medical institutions on the company’s financial situation was not disclosed until February 26 in the notice of reply to the letter of concern.
The above acts of the company violate the provisions of articles 1.4 and 2.1 of the GEM Listing Rules (revised in November 2018) and Article 9.1 of the guidelines for the standardized operation of companies listed on the gem (revised in 2015) of Shenzhen Stock Exchange.
Wu Haizhou, chairman of the board of directors and Xu Yi, President of the company, failed to fulfill their duties and fulfill their obligations of integrity and diligence, violated the provisions of articles 1.4, 2.2 and 3.1.5 of the GEM Listing Rules (revised in November 2018) of Shenzhen Stock Exchange, and took important responsibility for the above violations of the company.
Xu Dongdong, Secretary of the board of directors of the company, failed to fulfill his duties and fulfill the obligations of integrity and diligence, violated the provisions of articles 1.4, 2.2, 3.1.5 and 3.2.2 of the GEM Listing Rules (revised in November 2018) of Shenzhen Stock Exchange, and was seriously responsible for the above violations of the company.
In view of the above violation facts and circumstances, in accordance with the provisions of articles 16.2, 16.3 and 16.4 of the GEM Listing Rules (revised in November 2018) of Shenzhen Stock Exchange, and after deliberation and approval by the Disciplinary Committee of Shenzhen Stock Exchange, Shenzhen Stock Exchange made the following disciplinary decision: give the company a notice of criticism; The company’s Chairman Wu Haizhou, president Xu Yi and Secretary of the board of directors Xu Dongdong were given the punishment of circulating a notice of criticism.
2. Rectification measures
After receiving the above punishment decision, the company attaches great importance to strengthening the learning and understanding of directors, supervisors, senior managers and relevant personnel of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, and the disclosure announcement to ensure the authenticity, accuracy, timeliness and integrity of the information disclosure content, and the objective and authenticity of the communication activities with investors, Further standardize the operation level of the company, continuously improve the quality of information disclosure, prevent the recurrence of such events, and safeguard the interests of the company and all shareholders.
(IV) on March 16, 2021, the company received the supervision letter on Changzhou Tiansheng New Materials Co.Ltd(300169) issued by the management department of GEM companies of Shenzhen Stock Exchange (GEM supervision letter [2021] No. 33)
1. Main contents
On March 2, 2021, the company disclosed the announcement that the outstanding losses reached one-third of the total paid in share capital. As of December 31, 2019, the amount of the company’s outstanding losses was 268684662.39 yuan, the paid in share capital was 325984340 yuan, and the amount of the outstanding losses exceeded one-third of the total paid in share capital. In accordance with the relevant provisions of the company law and the articles of association, The company plans to submit the matter to the first extraordinary general meeting of shareholders in 2021 for deliberation.
The company fails to convene an extraordinary general meeting of shareholders within two months after the outstanding loss reaches one-third of the total paid in share capital in accordance with Article 100 of the company law.
The above-mentioned acts of the company violate the provisions of articles 1.4 and 4.1.2 of the gem stock listing rules (revised in December 2020) of Shenzhen Stock Exchange. The board of directors of the company is requested to pay full attention to the above problems, draw lessons and make timely rectification to prevent the recurrence of the above problems.
The gem company management department of Shenzhen Stock Exchange reminded the company that listed companies must comply with national laws
