Securities code: 600728 securities abbreviation: Pci Technology Group Co.Ltd(600728) Announcement No.: 2022-020 Pci Technology Group Co.Ltd(600728)
About being punished or punished by securities regulatory authorities and exchanges in the past five years
Announcement on the adoption of regulatory measures
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.
Pci Technology Group Co.Ltd(600728) (hereinafter referred to as "the company") has continuously improved the corporate governance structure, established and improved the internal control system, standardized the company's operation, and promoted the company's sustainability, stability and stability in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the relevant regulations and requirements of the CSRC, Shanghai Stock Exchange and other regulatory authorities since its listing Healthy development. In accordance with relevant requirements, the company now explains the regulatory measures or penalties taken by the securities regulatory authorities and exchanges in the past five years as follows:
1、 Punishment by securities regulatory authorities and exchanges in the past five years
The company has not been punished by the securities regulatory authority and the exchange in the past five years.
2、 Regulatory measures taken by securities regulatory authorities and exchanges in the past five years
1. On May 24, 2018, the company and relevant personnel received the decision on Issuing warning letters to Jiadu Xintai Technology Co., Ltd. ([2018] No. 26) and the decision on Issuing warning letters to Liang Ping, you Anlong and Wang Shuhua ([2018] No. 27) issued by Guangdong securities regulatory bureau. The main contents are as follows: (1) related party transactions are not disclosed. Long Tao, the former general manager of Guangzhou hi tech Supply Chain Management Service Co., Ltd., the holding subsidiary of the company, was suspected of violating the law and damaging the interests of the company in 2014. In related matters, Pci Technology Group Co.Ltd(600728) transferred the advance payment of 45.2088 million yuan from the controlling shareholder, and Pci Technology Group Co.Ltd(600728) transferred the advance payment of 10.5698 million yuan from the related parties of the controlling shareholder on April 3, 2015 and March 17, 2016, It belongs to related party transactions that should be disclosed in time, but the company did not make a temporary announcement as required, nor disclosed the above related party transactions in relevant periodic reports as required.
(2) Failed to disclose related party transactions in time. During the period from January 7 to April 19, 2016, the company paid a total of 23 million yuan to the related party Shenzhen tianyinglong Technology Co., Ltd. (hereinafter referred to as "tianyinglong") in the name of advance payment, which was fully recovered in December 2016 and received 999600 yuan of interest in June 2017. However, the company delayed to hold the 10th extraordinary meeting of the seventh board of directors in 2016 on June 29, 2016 to consider and disclose related matters, resulting in the inversion of the review procedures of related party transactions and the delay of information disclosure.
The above acts of the company do not comply with Article 2 of the measures for the administration of information disclosure of listed companies and Article 52 of the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on financial reports (revised in 2014).
(3) Violation of related party guarantee review procedures. On September 24, 2015 and October 29, 2015, the company provided guarantee for the loan of the former holding subsidiary tianyinglong (holding 51%) and the relevant guarantee matters were reviewed and approved by the board of directors and the general meeting of shareholders and disclosed to the public. In December 2015, the company transferred 33% equity of tianyinglong and held 18% equity of tianyinglong after the transfer. Since Liang Ping, President of the company, concurrently served as a director of tianyinglong, tianyinglong became a related party of Pci Technology Group Co.Ltd(600728) , but the company did not fulfill the review procedures and information disclosure obligations for the related party guarantee.
The above acts of the company are not in conformity with Articles 2, 30 and 33 of the measures for the administration of information disclosure of listed companies and Article 1 of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), Article 2 of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56). According to Article 59 of the measures for the administration of information disclosure of listed companies, Guangdong securities regulatory bureau warned the company.
Liang Ping, the then director and President of the company, you Anlong, the then Secretary of the board of directors, and Wang Shuhua, the current chief financial officer, did not comply with articles 40 and 44 of the measures for the administration of information disclosure of listed companies. According to articles 58 and 59 of the measures for the administration of information disclosure of listed companies, Guangdong securities regulatory bureau warned Liang Ping, you Anlong and Wang Shuhua.
2. On August 30, 2018, the company and relevant personnel received the decision on paying regulatory attention to Jiadu Xintai Technology Co., Ltd. and you Anlong, then Secretary of the board of directors, issued by the supervision department of listed companies of Shanghai Stock Exchange (szgjh [2018] No. 0054), the main contents of which are as follows:
(1) Tianyinglong was originally a holding subsidiary of the company. On December 1, 2015, the company disclosed that it sold the equity of its subsidiary and announced that it would transfer 33% of tianyinglong's equity with RMB 40 million. After the transfer, the company holds 18% of the equity of tianyinglong, which is no longer included in the scope of the company's consolidated statements. Liang Ping, the then president of the company, was also a director of tianyinglong, and tianyinglong was a related party of the company. From January 7, 2016 to April 19, 2016, the company paid a total of 23 million yuan to tianyinglong in the name of advance payment in nine transactions, accounting for about 1.64% of the audited net assets of the company in 2015. However, the company held the 10th interim meeting of the seventh board of directors in 2016 on June 29, 2016 to consider and disclose relevant matters, and the deliberation of related party transactions was not timely Information disclosure is not timely.
(2) When the company disclosed the announcement of selling the equity of its subsidiaries on December 1, 2015, it provided guarantees for two bank loans of tianyinglong totaling 33 million yuan. However, the company failed to disclose the above-mentioned guarantee matters, guarantee amount, impact on listed companies and solutions in the announcement as required, and the information disclosure was incomplete. The above two guarantees expired and fulfilled on September 26, 2016 and November 9, 2016 respectively. The above-mentioned acts of the company violated articles 2.1, 2.7, 9.13 and 10.2.4 of the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules). As the specific person in charge of information disclosure, you Anlong, then Secretary of the board of directors, failed to be diligent and responsible for the company's violations, violating the provisions of articles 2.2, 3.1.4 and 3.2.2 of the stock listing rules and the commitments made in the statement and commitment of senior managers.
In view of the above facts and circumstances, in accordance with Article 17.1 of the stock listing rules and the relevant provisions of the measures for the implementation of disciplinary and regulatory measures of Shanghai Stock Exchange, the supervision department of listed companies of Shanghai Stock Exchange paid attention to the supervision of the company and you Anlong, then Secretary of the board of directors.
The board of directors and management of the company attach great importance to the above problems and deeply reflect on the problems and deficiencies existing in the construction and implementation of information disclosure and internal control system. The company will further strengthen the study of securities laws and regulations, improve the awareness of standardized operation, and earnestly perform the duties of directors and senior managers in strict accordance with the requirements of regulatory authorities, Continuously improve the company's internal control to prevent such problems from happening again.
In addition to the above regulatory letter, the company has no other regulatory measures taken by the securities regulatory authorities and exchanges in the past five years.
It is hereby announced.
Pci Technology Group Co.Ltd(600728) board of directors February 25, 2022
