Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2021-088 Guangdong Mingzhu Group Co.Ltd(600382)
Announcement on the actual controller of the company’s receipt of the decision on administrative punishment and the decision on banning market entry by Guangdong regulatory bureau of China Securities Regulatory Commission
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.
On July 21, 2021, Zhang Jianli, one of the actual controllers of Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”), received the notice of filing a case by the China Securities Regulatory Commission (Zheng Jian Li Jian Li Zheng Zi No. 0062021002). Because Zhang Jianli was suspected of violating laws and regulations in information disclosure, according to the securities law of the people’s Republic of China and the administrative punishment law of the people’s Republic of China On June 25, 2021, China Securities Regulatory Commission decided to file a case against Zhang Jianli. See Guangdong Mingzhu Group Co.Ltd(600382) announcement on the filing and investigation of the actual controller (Announcement No.: 2021-058) disclosed by the company on July 22, 2021 for details.
On December 7, 2021, Zhang Jianli received the prior notice of administrative punishment and market entry Prohibition (punishment Zi [2021] No. 20) from Guangdong regulatory bureau of China Securities Regulatory Commission. For details, see Guangdong Mingzhu Group Co.Ltd(600382) on the receipt of the prior notice of administrative punishment and market entry prohibition by the actual controller of the company from Guangdong regulatory bureau of China Securities Regulatory Commission disclosed by the company on December 8, 2021 (Announcement No.: 2021-082). On December 23, 2021, Zhang Jianli received the decision on Administrative Punishment [2021] No. 22 (hereinafter referred to as the “decision on administrative punishment”) and the decision on market entry prohibition [2021] No. 4 (hereinafter referred to as the “decision on market entry prohibition”) of Guangdong regulatory bureau of China Securities Regulatory Commission ）。
The main contents of the decision on administrative punishment are hereby announced as follows:
“Party: Zhang Jianli, male, born in April 1963, one of the actual controllers of Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as Guangdong Pearl), with address in Nanshan District, Shenzhen City, Guangdong Province.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) ）According to the relevant provisions of the law, our bureau has filed a case for investigation and trial of Zhang Jianli’s violations of information disclosure, and informed the parties of the facts, reasons and basis of administrative punishment and the rights enjoyed by the parties according to law. Zhang Jianli, the party concerned, did not ask for a statement and defense, nor did he ask for a hearing. The investigation and trial of this case have been concluded.
It is found that Zhang Jianli, as one of the actual controllers of Guangdong Pearl since November 2015, ordered relevant subjects to engage in securities violations and conceal relevant matters, resulting in the following illegal facts of Guangdong Pearl information disclosure:
1、 Guangdong Pearl failed to disclose the related party transactions of non operating funds occupied by related parties as required from 2016 to 2020
Guangdong Mingzhu health preservation Mountain City Co., Ltd. (hereinafter referred to as health preservation mountain city), Shenzhen zhongyifu Industrial Development Co., Ltd. (hereinafter referred to as Shenzhen zhongyifu), Guangdong Dading Mining Co., Ltd. (hereinafter referred to as Dading mining) and Lianping jinshun’an Trading Co., Ltd (hereinafter referred to as Lianping jinshun’an) are actually controlled by Zhang Jianli and are affiliated legal persons of Guangdong Pearl. From 2016 to 2020, Zhang Jianli arranged personnel to transfer Guangdong Pearl funds to affiliated enterprises controlled by Zhang Jianli through external financial assistance and large amount of advance payment when Guangdong Pearl did not fulfill the review procedures or authorization procedures Funds of listed companies. The details are as follows:
In 2016, Guangdong Pearl had a related party transaction in the form of advance project payment and investment payment, involving an amount of 42.2076 million yuan, accounting for 8.31% of the company’s latest audited net assets.
In 2017, Guangdong Mingzhu provided funds to related parties such as shengyangshan City, Shenzhen zhongyifu and Dading mining in the form of prepayment or payment of investment and project prepayment, involving an amount of 99.2529 million yuan, accounting for 18.17% of the company’s latest audited net assets.
In 2018, Guangdong Pearl had related party transactions in the form of advance project payment, advance or payment of investment payment, advance purchase payment, etc., providing funds to related parties such as shengshengshan city and Shenzhen zhongyifu, involving an amount of 1160332500 yuan, accounting for 19.75% of the company’s latest audited net assets.
In 2019, Guangdong Pearl had a related party transaction in the form of advance project payment, advance or payment of investment payment, advance purchase payment, etc., involving an amount of 1267863400 yuan, accounting for 19.13% of the company’s latest audited net assets.
In 2020, in the form of advance purchase payment, Guangdong Pearl had related party transactions providing funds to related parties such as shengshengshan City, Lianping and Jin Shunan, involving an amount of 127.11 million yuan, accounting for 18.03% of the company’s latest audited net assets.
In accordance with paragraph 1 of Article 79 of the securities law and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – Contents and forms of annual reports
(CSRC announcement [2016] No. 31 and CSRC announcement [2017] No. 17) Articles 31 and 40 stipulate that Guangdong Mingzhu shall disclose the related party transactions of non operating funds occupied by related parties in the 2016 annual report, 2017 annual report, 2018 annual report, 2019 annual report and 2020 annual report. Due to Zhang Jianli’s concealment of the above matters, Guangdong Mingzhu failed to disclose the related party transactions on the above regular basis Disclose relevant information in the report.
2、 During the period from January to March 2021, Guangdong Pearl failed to timely disclose the related party transactions of non operating funds occupied by related parties as required
From January to March 2021, Zhang Jianli arranged personnel to provide funds to related parties such as shengyangshan city in the form of advance project payment and advance investment payment when Guangdong Mingzhu failed to fulfill the review procedures or authorization procedures, involving an amount of 61.008 million yuan, accounting for 0.87% of the company’s latest audited net assets.
According to item 3, paragraph 2, Article 80 of the securities law and article 10.2.4 of the stock listing rules of Shanghai Stock Exchange (revised in 2020), the amount of funds provided by Guangdong Pearl to related parties between January and March 2021 reached the standard that should be disclosed in time. Due to Zhang Jianli’s concealment of the above matters, Guangdong Pearl did not disclose relevant information in time.
The above illegal facts are proved by relevant announcements of Guangdong Pearl, capital flow of relevant bank accounts, bookkeeping vouchers and original vouchers, situation descriptions, inquiry records and other evidence, which are sufficient to identify. In our opinion, as one of the actual controllers of Guangdong Pearl, Zhang Jianli organized, planned and instructed relevant personnel to transfer the funds of listed companies to affiliated enterprises under their control, and concealed relevant matters, resulting in the occurrence of the above illegal acts, According to the provisions of paragraph 2 of Article 18 of the rules for the determination of administrative responsibility for illegal acts of information disclosure (CSRC announcement [2011] No. 11), Zhang Jianli constitutes the illegal situation described in paragraph 2 of article 197 of the securities law.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in accordance with paragraph 2 of article 197 of the securities law, our bureau decides:
Zhang Jianli was given a warning and fined 5 million yuan.
The party concerned shall remit the fine to the China Securities Regulatory Commission within 15 days from the date of receiving the punishment decision. The Bank of deposit: China Citic Bank Corporation Limited(601998) Beijing branch business department, account No. 7111010189800000162, which shall directly turn it over to the state treasury, and send the copy of the payment certificate with the party’s name to our bureau for the record. If a party refuses to accept the punishment decision, he may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the punishment decision, or directly bring an administrative lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving the punishment decision. During the period of reconsideration and litigation, the implementation of the above decision shall not be suspended. ” The main contents of the decision on banning market entry are announced as follows:
“Party: Zhang Jianli, male, born in April 1963, one of the actual controllers of Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as Guangdong Pearl), with address in Nanshan District, Shenzhen City, Guangdong Province.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) ）According to the relevant provisions of the law, our bureau filed a case for investigation and trial of Zhang Jianli’s illegal information disclosure, and informed the parties of the facts, reasons, basis and rights enjoyed by the parties according to law. Zhang Jianli, the party concerned, did not ask for a statement and defense, nor did he ask for a hearing. The investigation and trial of this case have been concluded.
It is found that Zhang Jianli, as one of the actual controllers of Guangdong Pearl since November 2015, ordered relevant subjects to engage in securities violations and conceal relevant matters, resulting in the following illegal facts of Guangdong Pearl information disclosure:
1、 Guangdong Pearl failed to disclose the related party transactions of non operating funds occupied by related parties as required from 2016 to 2020
Guangdong Mingzhu health preservation Mountain City Co., Ltd. (hereinafter referred to as health preservation mountain city), Shenzhen zhongyifu Industrial Development Co., Ltd. (hereinafter referred to as Shenzhen zhongyifu), Guangdong Dading Mining Co., Ltd. (hereinafter referred to as Dading mining) and Lianping jinshun’an Trading Co., Ltd (hereinafter referred to as Lianping jinshun’an) are actually controlled by Zhang Jianli and are affiliated legal persons of Guangdong Pearl. From 2016 to 2020, Zhang Jianli arranged personnel to transfer Guangdong Pearl funds to affiliated enterprises controlled by Zhang Jianli through external financial assistance and large amount of advance payment when Guangdong Pearl did not fulfill the review procedures or authorization procedures Funds of listed companies. The details are as follows:
In 2016, Guangdong Pearl had a related party transaction in the form of advance project payment and investment payment, involving an amount of 42.2076 million yuan, accounting for 8.31% of the company’s latest audited net assets.
In 2017, Guangdong Mingzhu provided funds to related parties such as shengyangshan City, Shenzhen zhongyifu and Dading mining in the form of prepayment or payment of investment and project prepayment, involving an amount of 99.2529 million yuan, accounting for 18.17% of the company’s latest audited net assets.
In 2018, Guangdong Pearl had related party transactions in the form of advance project payment, advance or payment of investment payment, advance purchase payment, etc., providing funds to related parties such as shengshengshan city and Shenzhen zhongyifu, involving an amount of 1160332500 yuan, accounting for 19.75% of the company’s latest audited net assets.
In 2019, Guangdong Pearl had a related party transaction in the form of advance project payment, advance or payment of investment payment, advance purchase payment, etc., involving an amount of 1267863400 yuan, accounting for 19.13% of the company’s latest audited net assets.
In 2020, in the form of advance purchase payment, Guangdong Pearl had related party transactions providing funds to related parties such as shengshengshan City, Lianping and Jin Shunan, involving an amount of 127.11 million yuan, accounting for 18.03% of the company’s latest audited net assets.
According to paragraph 1 of Article 79 of the securities law Standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – Contents and forms of annual reports (CSRC announcement [2016] No. 31 and CSRC announcement [2017] No. 17) Articles 31 and 40 stipulate that Guangdong Mingzhu shall disclose the related party transactions of non operating funds occupied by related parties in the 2016 annual report, 2017 annual report, 2018 annual report, 2019 annual report and 2020 annual report. Due to Zhang Jianli’s concealment of the above matters, Guangdong Mingzhu failed to disclose the related party transactions on the above regular basis Disclose relevant information in the report.
2、 During the period from January to March 2021, Guangdong Pearl failed to timely disclose the related party transactions of non operating funds occupied by related parties as required
From January to March 2021, Zhang Jianli arranged personnel to provide funds to related parties such as shengyangshan city in the form of advance project payment and advance investment payment when Guangdong Mingzhu failed to fulfill the review procedures or authorization procedures, involving an amount of 61.008 million yuan, accounting for 0.87% of the company’s latest audited net assets.
According to item 3, paragraph 2, Article 80 of the securities law and article 10.2.4 of the stock listing rules of Shanghai Stock Exchange (revised in 2020), the amount of funds provided by Guangdong Pearl to related parties between January and March 2021 reached the standard that should be disclosed in time. Due to Zhang Jianli’s concealment of the above matters, Guangdong Pearl did not disclose relevant information in time.
The above illegal facts are proved by the relevant announcements of Guangdong Pearl, the capital flow of relevant bank accounts, bookkeeping vouchers and original vouchers, situation descriptions, inquiry records and other evidence, which are sufficient to identify. In our opinion, as one of the actual controllers of Guangdong Pearl, Zhang Jianli organized, planned and instructed relevant personnel to transfer the funds of listed companies to affiliated enterprises under their control, and concealed relevant matters, resulting in the occurrence of the above illegal acts, According to the provisions of paragraph 2 of Article 18 of the rules for the determination of administrative responsibility for illegal acts of information disclosure (CSRC announcement [2011] No. 11), Zhang Jianli constitutes the illegal situation described in paragraph 2 of article 197 of the securities law.
Zhang Jianli has occupied the funds of the listed company for a long time through related parties, involving a large amount. Due to his concealment, Guangdong Mingzhu failed to disclose relevant matters as required, and the circumstances are more serious. In accordance with Article 221 of the securities law and Articles 3 and 5 of the provisions on the prohibition of entry into the securities market (CSRC Order No. 115), our bureau decides:
Zhang Jianli was banned from entering the securities market for five years.
From the date of announcement of the decision by the Bureau, during the prohibition period, the parties shall not continue to hold the posts of directors, supervisors and senior managers of the original listed company, nor engage in securities business in any other institution, or hold the posts of directors, supervisors and senior managers of other listed companies and non listed public companies.
If the party concerned disagrees with the decision of banning entry into the market, it may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the decision, or directly file an administrative lawsuit with the people’s court with jurisdiction within 6 months from the date of receiving the decision. During the period of reconsideration and litigation, the implementation of the above decision shall not be suspended. ”
The company will continue to pay attention to the progress of the above matters and timely perform the obligation of information disclosure in accordance with relevant regulations. The information disclosure media designated by the company are China Securities Journal and Shanghai Securities
