Securities code: 688656 securities abbreviation: Hob Biotech Group Corp.Ltd(688656) Announcement No.: 2022-012 Hob Biotech Group Corp.Ltd(688656)
On the occupation of non operating funds of Shanghai Stock Exchange
Reply notice of inquiry letter
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Hob Biotech Group Corp.Ltd(688656) (hereinafter referred to as ” Hob Biotech Group Corp.Ltd(688656) ” or “the company”) received the inquiry letter on the occupation of Hob Biotech Group Corp.Ltd(688656) non operating funds issued by Shanghai Stock Exchange on February 18, 2022 (szkch [2022] No. 0008). After receiving the inquiry letter, the company attached great importance to it, conducted comprehensive self-examination and detailed verification on the questions raised in the inquiry letter, and now replies to the relevant matters as follows:
Question 1: the company is requested to conduct a serious self-examination and explain the specific reasons, main considerations and relevant responsible persons for the formation of the above-mentioned loans, supplement and disclose the detailed process and specific handling personnel of early-stage loans and repayment, and provide capital flow and other relevant materials.
reply:
1、 Specific reasons, main considerations and relevant responsible persons for the formation of the above loans
The actual controllers of the company are Weijun Li, John Li and Chen Tao. Weijun Li is the mother of John Li and Chen Tao, and John Li is the younger brother of Chen Tao. In March 2020, Chen Tao, the actual controller of the company, transferred part of the company’s shares indirectly held by Suzhou wairun to the external equity investment fund, and Suzhou wairun withheld and remitted individual income tax at the tax rate of 20% in April 2020. In late July 2021, Suzhou wairun received a notice from the tax department asking to make up the difference of income tax on equity transfer and the corresponding overdue fine at the tax rate of 35%, with an estimated amount of about 17 million yuan. Due to the large amount, Chen Tao could not raise funds in a short time. The company and its subsidiary Suzhou Hob Biotech Group Corp.Ltd(688656) biomedical Sales Co., Ltd. (hereinafter referred to as ” Hob Biotech Group Corp.Ltd(688656) ” or “subsidiary”) temporarily lent 12 million yuan and 5 million yuan of self owned funds (non raised funds) to Suzhou wairun on July 23, 2021, It is used to timely fulfill Chen Tao’s obligation of withholding and paying personal income tax. The total loan amount is 17 million yuan, accounting for 8.24% of the company’s audited net assets in 2020. Chen Tao repaid 12 million yuan to the company through Suzhou wairun on July 28, 2021 and 5 million yuan to the company’s subsidiaries on July 30, 2021. All the borrowings have been repaid.
Chen Tao, the company’s actual controller, and John Li, the company’s actual controller and chairman, expressed the fund demand and said that it was expected to return it in a short time. After obtaining John Li’s consent and oral instructions, the company’s cashier initiated the payment approval process, including Han Shuyan, deputy general supervisor of finance, Li Yi, chief financial officer, Wang Kai, deputy general manager and Secretary of the board of directors of the company John Li, chairman of the company, completed the internal approval in turn. After completing the internal process of approving payment on July 23, 2021, the company directly paid a loan of 17 million yuan to Suzhou wairun. On the same day, Suzhou wairun directly paid the tax and the corresponding overdue fine to the online real-time tax deduction special account of the tax bureau through its bank account according to the supplementary payment amount finally approved by the tax authority, with a total of 16.19992 million yuan, and the remaining 80800 yuan was deposited in Suzhou wairun account.
The above funds are occupied by the actual controller Chen Tao for the supplementary payment of personal taxes, which is not used for other personal expenses, and the funds are occupied for a short time, which has not caused significant damage to the interests of the company. The funds were directly paid to Suzhou wairun by the listed company and its subsidiaries, and Suzhou wairun was directly paid to the special account for tax deduction of the tax bureau. There was no turnover through other third parties, and there was no malicious situation of deliberately concealing or covering up other misappropriation of funds. For this transaction, the company failed to take effective measures to prevent the occupation of funds by related parties, and the implementation of internal control system was not in place. The decision makers of the above matters are Chen Tao, the actual controller of the company, and John Li, the actual controller and chairman of the company. The relevant responsible persons also include Wang Kai, the deputy general manager and Secretary of the board of directors, Li Yi, the chief financial officer, and Han Shuyan, the deputy chief financial officer. The above-mentioned relevant decision-makers and responsible persons have fully realized the error and seriousness of the occupation of funds by related parties, promised that similar events will not occur in the future, and will strengthen the study of relevant laws and regulations, securities regulatory rules and internal control system of related party transactions, and strengthen the awareness of standardized operation.
2、 Detailed process of early loan and repayment and specific handling personnel
1. Circulation of loan funds
(1) Loans from the company and its subsidiaries to Suzhou wairun
Funds remitted from unit funds remitted from unit funds remitted to unit funds remitted funds received and occupied funds remitted from bank amount specific handling person time return time (10000 yuan) person
Jiangsu Hob Biotech Group Corp.Ltd(688656) born in Suzhou wairun investment 2021 7 2021 China China Minsheng Banking Corp.Ltd(600016)
Wu Pharmaceutical Co., Ltd. has a management partnership. Suzhou Branch opened for 600.00 on May 23 and May 28
Limited company (limited partnership) department is handled by the company cashier
Jiangsu Hob Biotech Group Corp.Ltd(688656) born in Suzhou wairun investment was launched in July 2021 and China Agricultural Bank Of China Limited(601288) in July 2021. Finance, material and Pharmaceutical Co., Ltd. has a management partnership. Note: Suzhou Branch 500.00 deputy director Han Shu Co., Ltd. (limited partnership) Yan, chief financial officer
Jiangsu Hob Biotech Group Corp.Ltd(688656) born Suzhou wairun investment July 2021 July 2021 Shanghai Pudong Development Supervisor Li Yi, public property Pharmaceutical Co., Ltd. management partnership July 23 June 28 5 days bank Suzhou Branch 500.00 division deputy general manager limited company (limited partnership) business department and Secretary of the board of directors
Jiangsu Hob Biotech Group Corp.Ltd(688656) born in Suzhou wairun investment year July 2021 Shanghai Pudong Development letter Wang Kai, public property Pharmaceutical Co., Ltd. managed partnership 2021 7 5 days bank Suzhou Branch 100.00 company chairman Co., Ltd. (limited partnership) June 23 June 28 business department John Li reviewed
Suzhou Runsheng investment in 2026
Pharmaceutical sales management partnership 2021 7 days branch Dushuhu branch 500.00
Limited company (limited partnership) on March 23 and March 30
Total 1700.00
Note 1: this transaction was transferred to Suzhou wairun China Merchants Bank Co.Ltd(600036) account by the company at 13:13 on July 23, 2021
Zhouwairun requested the company to transfer the funds to its China Citic Bank Corporation Limited(601998) account, so the corresponding funds were transferred at 14:30 on July 23, 2021
Returned to the company by Suzhou wairun, but not actually occupied.
(2) Suzhou wairun pays taxes to the Tax Bureau
Fund remitting unit fund remitting unit fund remitting time and amount (10000 yuan)
Online real-time tax deduction special account of Suzhou wairun investment management partnership enterprise tax bureau 1619.92 (limited partnership) account on July 23, 2021
Total 1619.92
2. Capital flow of repayment
(1) Chen Tao repays to Suzhou wairun
Fund remitting unit fund remitting unit fund remitting time and amount (10000 yuan)
Chen Tao Suzhou wairun investment management partnership 1300.00 on July 28, 2021 (limited partnership)
Chen Tao Suzhou wairun investment management partnership 319.92 on July 30, 2021 (limited partnership)
Total 1619.92
(2) Repayment from Suzhou wairun to the company and its subsidiaries
Fund remitting unit fund remitting unit fund remitting time and amount (10000 yuan)
Suzhou wairun investment management partnership Jiangsu Hob Biotech Group Corp.Ltd(688656) biomedical Co., Ltd. 1200.00 industry (limited partnership) on July 28, 2021
Suzhou wairun investment management partnership Suzhou Hob Biotech Group Corp.Ltd(688656) biomedical Sales Co., Ltd. 500.00 industry (limited partnership) on July 30, 2021
Total 1700.00
Question 2: the company is requested to conduct a comprehensive self-examination and explain whether there are other undisclosed fund occupation and violation that should be disclosed
Compliance guarantee and other matters.
reply:
The company has performed comprehensive self inspection procedures, including but not limited to the internal audit department’s review of the company’s January 2021
From January 1 to December 31, all bank subsidiary accounts, transaction subsidiary accounts, all bank statements and the latest enterprise letter
Use the report to find out the capital transactions and external guarantees with related parties. Through self inspection, the company believes that in 2021
Except for the matters stated in the inquiry letter, there are no undisclosed matters such as capital occupation and illegal guarantee that should be disclosed.
Question 3. Please specify whether the company has established relevant internal control systems such as the use of funds, and conduct self-examination and
Explain whether there are loopholes in the company’s internal control system, the problems existing in the implementation and the rectification measures to be taken
reply:
1、 The company shall specify whether it has established relevant internal control systems such as fund use
The company’s articles of association, fund management system, related party transaction management system and financial
There are clear regulations on the use of funds and the prohibition of the occupation of funds by related parties in the internal management systems such as the measures for the determination of authority
Yes. Article 39 of the articles of association stipulates that “the controlling shareholders and actual controllers of the company shall be responsible for the company and the company
Shareholders of public shares shall have the obligation of good faith. The controlling shareholder shall exercise the rights of the investor in strict accordance with the law
It is not allowed to damage the company by means of profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, etc
And the legitimate rights and interests of the shareholders of social public shares shall not use their controlling position to damage the company and the shareholders of social public shares
The interests of. ” Article 13 of the related party transaction management system stipulates that “the company shall take effective measures to prevent shareholders from
And its related parties occupy or transfer the company’s funds, assets and other resources in various forms. “
Therefore, the company has established an internal control system related to the use of funds and preventing the occupation of funds by related parties.
2、 Whether there are loopholes in the company’s internal control system, the problems existing in the implementation and the rectification measures to be taken
For the above non operating fund occupation of related parties, although the company has established corresponding fund management and internal control of related transactions
