Securities code: 600818 stock abbreviation: Zhonglu.Co.Ltd(600818) No.: lin2022-003900915 Middle Road B shares
Zhonglu.Co.Ltd(600818) about
Announcement on receiving the warning letter from Shanghai Securities Regulatory Bureau
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Zhonglu.Co.Ltd(600818) (hereinafter referred to as the company or the company), Shanghai Zhonglu (Group) Co., Ltd. (hereinafter referred to as Zhonglu group), Chen Rong and Chen Shan respectively received the decision on administrative supervision measures (hjzz [2021] No. 266, 267, 268 and 269) issued by Shanghai regulatory bureau of China Securities Regulatory Commission on December 31, 2021 The decision of China Road Group and relevant responsible personnel to issue a warning letter is as follows:
1、 Contents of warning letter
(i) Shanghai Zhonglu (Group) Co., Ltd.:
After investigation, as the controlling shareholder of the company, your company held 128180734 shares, accounting for 39.88% of the total share capital of the company as of December 27, 2020. The above shares were acquired by means of agreement transfer.
On December 28, 2020, your company sold 3214400 shares of the company through centralized bidding trading, accounting for 1.00% of the total share capital of the company. Your company failed to disclose the reduction plan in advance 15 trading days before the first sale, which is not in line with the provisions of paragraph 1 of Article 8 of Several Provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9).
The above acts of your company violate the provisions of paragraph 1, Article 2 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC). 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 the supervision and administration measures of issuing 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） Zhonglu.Co.Ltd(600818) :
After investigation, your company has the following problems:
1. Between November and December 2020, your company indirectly paid 1.9931 million yuan to your controlling shareholder Zhonglu group through prepayment without consideration for goods or services. The above amount was recovered on March 8, 2021. The above acts constitute the non operational occupation of the funds of the listed company by the controlling shareholder, which is not in line with the provisions of paragraph 2 of Article 70 of the standards for the governance of listed companies (CSRC announcement [2018] No. 29). Your company did not disclose the occupation of funds by the above related parties in the 2020 annual report, which is not in line with the provisions of paragraph 1 of Article 3 and paragraph 1 of Article 31 of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (CSRC announcement [2017] No. 17), It violates the provisions of paragraph 1 of Article 2, paragraph 1 of Article 19 and item 10 of Article 21 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
2. On December 25, 2020, your company’s announcement on the completion of Zhonglu.Co.Ltd(600818) agreement transfer of equity in cloud accounting room disclosed that “this transaction will have an impact on the company’s financial data in 2020, with a revenue of about 56.82 million yuan (estimated according to the central exchange rate of 6.57 on the date of equity transfer), and the specific revenue shall be subject to the company’s audited financial report”. On April 17, 2021, your company’s 2020 annual audit report disclosed that “the profit and loss involved in the transfer of cloud accounting room sold by the company is about 48.93 million yuan”. The amount of equity transfer income disclosed in your company’s interim announcement is quite different from that after audit, which violates the provisions of paragraph 1, Article 2 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC). According to paragraph 3 of Article 59 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 40), our bureau has decided to take the supervision and management measures of issuing 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.
（3） Chen Rong
According to the investigation, between November and December 2020, the company indirectly paid 1993100 yuan to the controlling shareholder Zhonglu group through prepayment without consideration for goods or services, and the above amount was recovered on March 8, 2021. The above acts constitute the non operational occupation of the funds of the listed company by the controlling shareholder, which is not in line with the provisions of paragraph 2 of Article 70 of the standards for the governance of listed companies (CSRC announcement [2018] No. 29). The company did not disclose the occupation of funds by the above related parties in the 2020 annual report, which did not comply with the provisions of paragraph 1 of Article 3 and paragraph 1 of Article 31 of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (CSRC announcement [2017] No. 17), It violates the provisions of paragraph 1 of Article 2, paragraph 1 of Article 19 and item 10 of Article 21 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
As the actual controller of the company and the chairman of Zhonglu group, you are mainly responsible for the non operational occupation of the funds of the listed company by the above related parties, and failed to cooperate with the listed company to fulfill the obligation of information disclosure, violating the provisions of item 3, Article 59 of the measures for the administration of information disclosure of 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 the supervision and administration measures of issuing 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.
（4） Chen Shan
According to the investigation, between November and December 2020, the company indirectly paid 1993100 yuan to the controlling shareholder Zhonglu group through prepayment without consideration for goods or services, and the above amount was recovered on March 8, 2021. The above acts constitute the non operational occupation of the funds of the listed company by the controlling shareholder, which is not in line with the provisions of paragraph 2 of Article 70 of the standards for the governance of listed companies (CSRC announcement [2018] No. 29). The company did not disclose the occupation of funds by the above related parties in the 2020 annual report, which did not comply with the provisions of paragraph 1 of Article 3 and paragraph 1 of Article 31 of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (CSRC announcement [2017] No. 17), It violates the provisions of paragraph 1 of Article 2, paragraph 1 of Article 19 and item 10 of Article 21 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
As the chairman and general manager of the company, you failed to pay careful attention to the occupation of funds by related parties and failed to faithfully and diligently perform your duties, in violation of Article 3 of the measures for the administration of information disclosure of listed companies. In accordance with the provisions of paragraph 1 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 the supervision and management measures of issuing 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.
2、 Possible impact on the company and risk tips
The board of directors of the company attaches great importance to the issues raised in the decision, and will actively rectify them in accordance with the regulatory requirements, strengthen the learning of relevant personnel of the board of directors, supervisors and senior management of the company, strengthen corporate governance and internal control management, and constantly improve the awareness of standardized operation; Strictly abide by the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, further improve the quality and timeliness of information disclosure, and earnestly safeguard the rights and interests of all shareholders. I apologize to the majority of investors. It is hereby announced.
Zhonglu.Co.Ltd(600818) board of directors January 4, 2002
