Hongta Securities Co.Ltd(601236)
Recommendation work report of Guocheng Mining Co.Ltd(000688) 2021
Sponsor name: Hongta Securities Co.Ltd(601236) sponsor company abbreviation: Guocheng Mining Co.Ltd(000688)
Name of sponsor representative: Li Qiang Tel: 01066220009
Name of sponsor representative: Chen Bo Tel: 01066220009
1、 Overview of sponsor work
Project work content
1. Review of the company's information disclosure
(1) Whether the company's information disclosure documents are reviewed in time
(2) The number of times that the company's information disclosure documents are not reviewed in time is not applicable
2. Supervise the company's establishment, improvement and effective implementation of rules and regulations (1) whether supervise the company to establish and improve rules and regulations (including but not limited to preventing related parties)
The system of occupying the company's resources, the management system of raised funds, the internal control system and the internal audit system are
(I. related party transaction system)
(2) Whether the company has effectively implemented relevant rules and regulations. See the description of "II, (II) (III)" in this report for details
3. Supervision of raised funds
(1) Number of inquiries on the company's special account for raised funds 5
(2) Is the progress of the company's fund-raising projects consistent with the information disclosure documents
4. Corporate governance supervision
(1) The number of attendance at the general meeting of shareholders of the company is 0
(2) Number of attendance at the board of directors of the company 0
(3) Number of non voting attendance at the board of supervisors of the company 0
5. On site inspection
(1) Number of on-site inspections 3
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) See the description of "II, (I) (II) (III)" in this report for the main problems and rectification found in the on-site inspection
6. Special opinions issued
(1) Number of special opinions 4
(2) The issues involved in issuing non consenting opinions and concluding comments are not applicable
7. Report to the Institute (except for the on-site inspection report)
(1) Number of reports to the exchange 0
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
Project work content
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times 1
(2) Training date: December 17, 2021
(3) The main content of the training is Guocheng Mining Co.Ltd(000688) annual training - Criminal Law Amendment 11
11. Other sponsor work that needs to be explained is not applicable
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company's internal system are detailed in "II" (II) of this report
(III) "description
3. The operation of the "three sessions" is applicable
4. The change of controlling shareholder and actual controller is not applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. The purchase and sale of assets are applicable
9. Important matters of other business categories (including the description of "II", "II)" foreign investment, venture capital, entrusted financial management and finance in this report
Funding, hedging, etc.)
10. The securities services provided by the issuer or its employees are applicable
11. Cooperation of the institution with the recommendation work Others (including business environment, business development, see "II (III)" in this report for details, see "II (III)" in this report for the description of financial status, management status, core technology, etc
(major changes in surface)
(I) capital occupation by controlling shareholders and illegal external guarantee of listed companies
On March 12, 2021, the sponsor learned that Guocheng Mining Co.Ltd(000688) (hereinafter referred to as the "company" " Guocheng Mining Co.Ltd(000688) " listed company ") may provide external guarantee to the controlling shareholder Guocheng Holding Group Co., Ltd. (hereinafter referred to as the" Guocheng group ") in violation of regulations, and the company's funds may be occupied by the controlling shareholder for non operation.
From March 12, 2021 to April 19, 2021, the recommendation institution carried out a special on-site inspection on the non operating occupation of the funds of the listed company by the controlling shareholder and the illegal external guarantee of the listed company, and issued the Hongta Securities Co.Ltd(601236) special on-site inspection report on the non operating occupation of funds and illegal guarantee of the controlling shareholder on Guocheng Mining Co.Ltd(000688) April 28, 2021.
After verification by the sponsor, the controlling shareholder Guocheng group occupied the funds of the listed company through the trade cycle, designated payment and designated collection of Tianjin Guorui Trading Co., Ltd. (hereinafter referred to as "Tianjin Guorui"), a subsidiary of the listed company, In 2020, the accumulated capital occupied was 3055192 million yuan (including 304132 million yuan of principal and 1.3872 million yuan of interest). As of April 28, 2021, the funds of the listed company occupied by the controlling shareholders have been fully repaid.
The company provided a guarantee for its controlling shareholder Guocheng group to borrow 200 million yuan from Anhui Rongheng Business Management Co., Ltd. (hereinafter referred to as "Anhui Rongheng"). Without the deliberation of the general meeting of shareholders, Anhui Rongheng was an ultra vires representative, and Anhui Rongheng signed a guarantee contract with Guocheng Mining Co.Ltd(000688) without fulfilling the obligation of review, Guocheng Mining Co.Ltd(000688) the guarantee liability provided for the loan was eliminated because Guocheng group had fully repaid the principal and interest of the loan and did not cause Guocheng Mining Co.Ltd(000688) any property loss.
(II) horizontal competition between subsidiaries of controlling shareholders and subsidiaries of the company
From August 26 to August 31, 2021, the sponsor conducted regular on-site inspection on the company for the half year of 2021. During the inspection, it was found that Tianjin Guocheng Trading Co., Ltd. (hereinafter referred to as "Tianjin Guocheng"), a subsidiary of Guocheng group, the controlling shareholder of the company, had zinc ingot trading business, and there was horizontal competition with Tianjin Guorui, a subsidiary of the company.
After discovering the above horizontal competition, the recommendation institution shall immediately urge the listed company to carry out self-examination, rectification and information disclosure. On August 26, 2021, the company issued Guocheng Mining Co.Ltd(000688) announcement on the company's controlling shareholders' solution to the problem of horizontal competition (Announcement No.: 2021083), which disclosed the above horizontal competition.
The recommendation institution also requires the company to urge the controlling shareholder to stop the zinc ingot trade business, and requires the controlling shareholder to issue a public written commitment, promising the specific measures and time limit of rectification. August 2021, The controlling shareholder Guocheng group and the actual controller Wu Cheng issued a commitment: "1. Tianjin Guocheng will no longer engage in the new trade business of the same category as the listed company; the obtained zinc ingot trade business contract will continue to be performed by Tianjin Guorui after communicating with the customer, and the relevant expenses (if any) involved will be borne by Tianjin Guocheng; Tianjin Guocheng will engage in the profits from horizontal competition business (if any) all of them shall be transferred to the listed company free of charge. The above rectification measures for Tianjin Guocheng to stop engaging in zinc ingot trade business shall be completed by September 30, 2021 at the latest. 2. When conducting trade business, I and the enterprise controlled by the company shall notify the listed company of the categories of products involved in the trade business in advance. The listed company can carry out relevant trade business only after confirming that it does not belong to the same or similar business. 3. I and the company promise to urge Tianjin Guocheng to actively fulfill the above commitments. If Tianjin Guocheng fails to fulfill the above commitments, I and the company will bear all losses caused to the listed company ".
As of September 30, 2021, the company has fulfilled the obligation of information disclosure and completed the rectification according to the horizontal competition of the controlling shareholder's subsidiaries.
(III) important subsidiaries are ordered to stop production
On March 24, 2021, a high-altitude falling accident occurred in shuangjianzishan silver lead mine of Chifeng Yubang Mining Co., Ltd. (hereinafter referred to as "Yubang mining"), a subsidiary of the company, killing one person. On April 12, 2021, Yubang mining received the notice on matters related to the shutdown and rectification of shuangjianzishan silver lead mine of Chifeng Yubang Mining Co., Ltd. from the emergency management department of Inner Mongolia Autonomous Region "Nei Ji Zi [2021] No. 47", requiring Yubang mining to suspend production and rectify the accident.
On May 17, 2021, a production safety accident occurred in shuangjianzishan silver lead mine of Yubang mining, resulting in one death. On July 30, 2021, the Emergency Management Bureau of Balinzuoqi issued the decision on on on-site treatment measures of "Zuo emergency decision [2021] No. 2" to Yubang mining, requiring Yubang mining to stop underground production and operation activities.
On August 22, 2021, a production safety accident occurred in the workshop of shuangjianzishan silver lead ore concentrator of Yubang mining, resulting in one death. On August 23, 2021, the Emergency Management Bureau of Balinzuoqi issued the "Zuo emergency mine responsibility Reform [2021] No. 58" order for rectification within the time limit to Yubang mining, requiring all operation sites of Yubang mining concentrator, tailings pond and surface industrial site to stop production for rectification.
Due to the above three safety production accidents, Yubang mining has comprehensively stopped production for rectification at its concentrator, tailings pond, surface industrial site and other operation sites. For the first work safety accident, the Emergency Management Bureau of Balinzuoqi made the decision on administrative punishment (left) emergency Punishment [2021] No. 8-6) on April 13, 2021, and decided to impose an administrative penalty of 349000 yuan on Yubang mining. For the second and third safety production accidents, Yubang mining received the decision on administrative punishment (left) issued by the Emergency Management Bureau of Bahrain left banner on November 17, 2021
