Bond abbreviation: urban land convertible bond bond Code: 113596
Shanghaichengdiconstructioncorporationltd(603887)
Announcement on receiving the decision on administrative supervision measures of Shanghai Securities Regulatory Bureau
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.
Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as “the company”) received the decision on Issuing warning letter to Shanghaichengdiconstructioncorporationltd(603887) (hjzz [2021] No. 258), decision on Issuing warning letter to Chen Weimin (hjzz [2021] No. 259) issued by Shanghai regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Shanghai Securities Regulatory Bureau”) on December 31, 2021 The specific contents of the decision on Issuing warning letters to Xie Xiaodong (hjzz [2021] No. 260), the decision on Issuing warning letters to Wang Qi (hjzz [2021] No. 261) and the decision on Issuing warning letters to Sha Zhengyong (hjzz [2021] No. 262) are hereby announced as follows:
1、 Decision on Issuing warning letter for Shanghaichengdiconstructioncorporationltd(603887) (hjzz [2021] No. 258)
“ Shanghaichengdiconstructioncorporationltd(603887) ：
After investigation, your company (Unified Social Credit Code: 9131000063085719k) has the following problems: 1. In August 2018, Xiangjiang Technology Co., Ltd. (hereinafter referred to as Xiangjiang Technology) and Yangzhong Xiangjiang Real Estate Co., Ltd. (hereinafter referred to as Xiangjiang real estate) signed the transfer contract of office building, data center and basement, It is agreed that Xiangjiang real estate will build the transferred real estate according to the needs of Xiangjiang technology, with a total amount of 266 million yuan. From August 17, 2018 to January 19, 2021, Xiangjiang technology paid a total of 206.1 million yuan to Xiangjiang real estate, including 80 million yuan in 2018, 8.1 million yuan in 2019 and 54 million yuan in 2020.
In August 2018, Sha Zhengyong was the largest shareholder of Xiangjiang technology, with a shareholding ratio of 31.32%. Sha Zhengyong was also the actual controller of Xiangjiang real estate. Xiangjiang real estate is a related party of Xiangjiang technology, and the transactions between Xiangjiang technology and Xiangjiang real estate constitute related party transactions. On November 5, 2018, your company disclosed the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and did not fully disclose the related parties and related party transactions of the subject company Xiangjiang technology in section 13 “horizontal competition and related party transactions”, It does not comply with the provisions of Articles 5 and 37 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (CSRC announcement [2017] No. 14), and violates the provisions of paragraph 1 of Article 2 of the measures for the Administration of information disclosure by listed companies (CSRC Order No. 40).
After the above-mentioned issues of issuing shares and paying cash to purchase assets are completed, Sha Zhengyong holds 11.05% of your company’s shares and is a shareholder holding more than 5% (the shares held will be registered in zhongdeng company on May 8, 2019), and Xiangjiang technology will complete the transfer and industrial and commercial registration on April 24, 2019 and become a subsidiary of your company. Xiangjiang real estate has become a related party of your company. However, your company did not disclose the related relationship and related transactions between your company and Xiangjiang real estate in the 2019 semi annual report, 2019 annual report, 2020 semi annual report and 2020 annual report, which is not in line with the provisions of articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties (CAI Kuai [2006] No. 3); It does not comply with the provisions of articles 51 and 52 of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports (CSRC announcement [2014] No. 54), and violates the provisions of paragraph 1 of Article 2, item 10 of Article 21 and item 7 of Article 22 of the measures for the administration of information disclosure of listed companies.
2. From August to September 2020, Xiangjiang technology signed five sales contracts with Jiangsu quantum Electric Technology Co., Ltd. (hereinafter referred to as Jiangsu quantum), with a total contract amount of 19579506 yuan, accounting for 0.59% of your company’s latest audited net assets (2019). Jiangsu quantum is the company actually controlled by Sha Zhengyong, and Jiangsu quantum is the related party of your company. The above transactions constitute related party transactions. However, your company has not issued an interim announcement for disclosure, nor disclosed the above related parties and related transactions in the 2020 annual report, which is not in conformity with Articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties; It does not comply with the provisions of articles 51 and 52 of the rules for the preparation and reporting of information disclosure by companies that offer securities to the public No. 15 – General Provisions on financial reports, and violates the provisions of paragraph 1 of Article 2 and item 10 of Article 21 of the measures for the administration of information disclosure by listed companies.
According to item 3 of Article 59 of the measures for the administration of information disclosure of listed companies, our bureau has decided to take regulatory measures to issue warning letters to your company.
If you are not satisfied with the supervision and administration measures, you can apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the decision, or you can bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving the decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. ”
2、 Decision on Issuing warning letter to Chen Weimin (hjzz [2021] No. 259) “Chen Weimin:
After investigation, the following problems exist in Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as Shanghaichengdiconstructioncorporationltd(603887) ):
1. In August 2018, Xiangjiang Technology Co., Ltd. (hereinafter referred to as Xiangjiang Technology) and Yangzhong Xiangjiang Real Estate Co., Ltd. (hereinafter referred to as Xiangjiang real estate) signed the transfer contract of office building, data center and basement, which agreed that Xiangjiang real estate would build the transferred real estate agreed in the contract according to the needs of Xiangjiang technology, with a total amount of 266 million yuan. From August 17, 2018 to January 19, 2021, Xiangjiang technology paid a total of 206.1 million yuan to Xiangjiang real estate, including 80 million yuan in 2018, 8.1 million yuan in 2019 and 54 million yuan in 2020.
In August 2018, Sha Zhengyong was the largest shareholder of Xiangjiang technology, with a shareholding ratio of 31.32%. Sha Zhengyong was also the actual controller of Xiangjiang real estate. Xiangjiang real estate is a related party of Xiangjiang technology, and the transactions between Xiangjiang technology and Xiangjiang real estate constitute related party transactions. On November 5, 2018, Shanghaichengdiconstructioncorporationltd(603887) disclosed the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and did not fully disclose the related parties and related party transactions of the subject company Xiangjiang technology in section 13 “horizontal competition and related party transactions”, It does not comply with the provisions of Articles 5 and 37 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (CSRC announcement [2017] No. 14), and violates the provisions of paragraph 1 of Article 2 of the measures for the Administration of information disclosure by listed companies (CSRC Order No. 40).
After the above-mentioned issues of issuing shares and paying cash to purchase assets are completed, the proportion of Sha Zhengyong holding Shanghaichengdiconstructioncorporationltd(603887) shares is 11.05%, which is a shareholder holding more than 5% (the shares held will be registered in zhongdeng company on May 8, 2019), and Xiangjiang technology will complete the transfer and industrial and commercial registration on April 24, 2019 and become a subsidiary of Shanghaichengdiconstructioncorporationltd(603887) . Xiangjiang real estate has become a related party of Shanghaichengdiconstructioncorporationltd(603887) . However, Shanghaichengdiconstructioncorporationltd(603887) did not disclose the related relationship and related transactions between Shanghaichengdiconstructioncorporationltd(603887) and Xiangjiang real estate in the 2019 semi annual report, 2019 annual report, 2020 semi annual report and 2020 annual report, which did not comply with the provisions of articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties (CK [2006] No. 3); It does not comply with the provisions of articles 51 and 52 of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports (CSRC announcement [2014] No. 54), and violates the provisions of paragraph 1 of Article 2, item 10 of Article 21 and item 7 of Article 22 of the measures for the administration of information disclosure of listed companies.
2. From August to September 2020, Xiangjiang technology signed five sales contracts with Jiangsu quantum Electric Technology Co., Ltd. (hereinafter referred to as Jiangsu quantum), with a total contract amount of 19579506 yuan, accounting for 0.59% of the audited net assets of Shanghaichengdiconstructioncorporationltd(603887) the latest period (2019). Jiangsu quantum is a company actually controlled by Sha Zhengyong. Jiangsu quantum is a related party of Shanghaichengdiconstructioncorporationltd(603887) . The above transactions constitute related party transactions. However, Shanghaichengdiconstructioncorporationltd(603887) has not issued an interim announcement for disclosure, nor disclosed the above related parties and related transactions in the 2020 annual report, which is not in conformity with Articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties; It does not comply with the provisions of articles 51 and 52 of the rules for the preparation and reporting of information disclosure by companies that offer securities to the public No. 15 – General Provisions on financial reports, and violates the provisions of paragraph 1 of Article 2 and item 10 of Article 21 of the measures for the administration of information disclosure by listed companies.
You (ID number: 31011019671008421X), as secretary of the board of directors at Shanghaichengdiconstructioncorporationltd(603887) , did not work diligently and conscientiously in the process of performing duties, and were responsible for the above acts of Shanghaichengdiconstructioncorporationltd(603887) . They violated the provisions of the third and thirty-eighth provisions of the management measures for information disclosure of listed companies. In accordance with the provisions of paragraphs 1 and 2 of Article 58 and paragraph 3 of Article 59 of the measures for the administration of information disclosure of listed companies, our bureau has decided to take regulatory measures to issue warning letters to you.
If you are not satisfied with the supervision and administration measures, you can apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the decision, or you can bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving the decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. ”
3、 Decision on Issuing warning letter to Xie Xiaodong (hjzz [2021] No. 260) “Xie Xiaodong:
After investigation, the following problems exist in Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as Shanghaichengdiconstructioncorporationltd(603887) ):
1. In August 2018, Xiangjiang Technology Co., Ltd. (hereinafter referred to as Xiangjiang Technology) and Yangzhong Xiangjiang Real Estate Co., Ltd. (hereinafter referred to as Xiangjiang real estate) signed the transfer contract of office building, data center and basement, which agreed that Xiangjiang real estate would build the transferred real estate agreed in the contract according to the needs of Xiangjiang technology, with a total amount of 266 million yuan. From August 17, 2018 to January 19, 2021, Xiangjiang technology paid a total of 206.1 million yuan to Xiangjiang real estate, including 80 million yuan in 2018, 8.1 million yuan in 2019 and 54 million yuan in 2020.
In August 2018, Sha Zhengyong was the largest shareholder of Xiangjiang technology, with a shareholding ratio of 31.32%. Sha Zhengyong was also the actual controller of Xiangjiang real estate. Xiangjiang real estate is a related party of Xiangjiang technology, and the transactions between Xiangjiang technology and Xiangjiang real estate constitute related party transactions. On November 5, 2018, Shanghaichengdiconstructioncorporationltd(603887) disclosed the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and did not fully disclose the related parties and related party transactions of the subject company Xiangjiang technology in section 13 “horizontal competition and related party transactions”, It does not comply with the provisions of Articles 5 and 37 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (CSRC announcement [2017] No. 14), and violates the provisions of paragraph 1 of Article 2 of the measures for the Administration of information disclosure by listed companies (CSRC Order No. 40).
After the above-mentioned issues of issuing shares and paying cash to purchase assets are completed, the proportion of Sha Zhengyong holding Shanghaichengdiconstructioncorporationltd(603887) shares is 11.05%, which is a shareholder holding more than 5% (the shares held will be registered in zhongdeng company on May 8, 2019), and Xiangjiang technology will complete the transfer and industrial and commercial registration on April 24, 2019 and become a subsidiary of Shanghaichengdiconstructioncorporationltd(603887) . Xiangjiang real estate has become a related party of Shanghaichengdiconstructioncorporationltd(603887) . However, Shanghaichengdiconstructioncorporationltd(603887) did not disclose the related relationship and related transactions between Shanghaichengdiconstructioncorporationltd(603887) and Xiangjiang real estate in the 2019 semi annual report, 2019 annual report, 2020 semi annual report and 2020 annual report, which did not comply with the provisions of articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties (CK [2006] No. 3); It does not comply with the provisions of articles 51 and 52 of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports (CSRC announcement [2014] No. 54), and violates the provisions of paragraph 1 of Article 2, item 10 of Article 21 and item 7 of Article 22 of the measures for the administration of information disclosure of listed companies.
2. From August to September 2020, Xiangjiang technology signed five sales contracts with Jiangsu quantum Electric Technology Co., Ltd. (hereinafter referred to as Jiangsu quantum), with a total contract amount of 19579506 yuan, accounting for 0.59% of the audited net assets of Shanghaichengdiconstructioncorporationltd(603887) the latest period (2019). Jiangsu quantum is a company actually controlled by Sha Zhengyong. Jiangsu quantum is a related party of Shanghaichengdiconstructioncorporationltd(603887) . The above transactions constitute related party transactions. However, Shanghaichengdiconstructioncorporationltd(603887) has not issued an interim announcement for disclosure, nor disclosed the above related parties and related transactions in the 2020 annual report, which is not in conformity with Articles 2 and 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties; It does not comply with articles 51 and 52 of the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports
