Securities code: 002499 securities abbreviation: * ST Colin Announcement No.: 2022-001 Kelin Environmental Protection Equipment Inc(002499)
With regard to the announcement that the company and relevant parties have received the prior notice of administrative punishment, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as "the company" or "Colin environmental protection") received the investigation notice of China Securities Regulatory Commission (szcsi Zi No. 2021014) on July 6, 2021. Because the company is suspected of illegal information disclosure, China Securities Regulatory Commission decided to file a case for investigation in accordance with the relevant provisions of the securities law of the people's Republic of China. On July 7, 2021, the company disclosed the announcement on receiving the notice of filing investigation (Announcement No.: 2021-059) in the designated information disclosure media. On September 4, 2021, October 12, 2021, November 9, 2021 and December 7, 2021, the company disclosed the announcement on the progress of investigation and risk warning (Announcement No.: 2021-078, 2021-086, 2021-093 and 2021-104).
On January 5, 2022, the company received the advance notice of administrative punishment (sjfz [2022] No. 1) from Jiangsu regulatory bureau of China Securities Regulatory Commission, and now announces the relevant contents of the notice as follows: I. main contents of the advance notice of administrative punishment
Kelin Environmental Protection Equipment Inc(002499) , Li Dong, Li Zengmin, Feng Wei, Zhang Bin, Wan Jianmin, Ji Yi, Deng Buli, Li Lei, Li Dingqing, Zhao Wanyi, Zhu Xun, Xiong Xujun, Yu Zhaoli and Liu Chunyun:
Kelin Environmental Protection Equipment Inc(002499) the case of suspected illegal information disclosure has been investigated by our bureau, and our bureau plans to impose administrative punishment on you according to law. We hereby inform you of the facts, reasons and basis of the administrative punishment we intend to impose on you, as well as the relevant rights you enjoy.
After investigation, the facts of your suspected violation of the law are as follows:
(i) Failure to timely disclose the progress of major contracts according to law
In September 2017, Colin environmental protection signed the strategic cooperation framework agreement on multi energy complementary integration optimization demonstration project of Gaoyou Chengnan economic new area with Yangzhou Youdu Park Smart Energy Technology Co., Ltd. (hereinafter referred to as Youdu Park) and its shareholder Yangzhou Youdu Park Agricultural Development Co., Ltd. (hereinafter referred to as Youdu Park agriculture). On September 28, 2017, the company disclosed the matter.
On December 1, 2017, Colin environmental protection signed the cooperation agreement on multi energy complementarity, integration and optimization demonstration project of Gaoyou Chengnan economic new area with Youdu Park and Youdu Park agriculture. The total amount of the agreement is tentatively set at 1 billion yuan, It is stipulated that the multi energy complementary integration optimization demonstration project of Gaoyou Chengnan economic new area (hereinafter referred to as Gaoyou project) shall be funded by Colin environmental protection and its affiliates or a third party designated by Colin environmental protection, and shall be completed and put into operation by the end of 2018 in principle. On December 2, 2017, the company disclosed the matter.
The progress of Gaoyou project as a major contract signed by the company was disclosed as "under construction" in the quarterly report, semi annual report and quarterly report of 2018.
In late November 2018, the company had no funds to support the normal development of Gaoyou project due to financing failure, so it was confirmed that the project was suspended. The company did not disclose this matter in time. Until January 31, 2019, it disclosed for the first time in the 2018 annual performance forecast amendment announcement that Gaoyou project was temporarily suspended. On April 21, 2020, Colin environmental disclosed the announcement on termination of Gaoyou project, indicating that Gaoyou project has been in shutdown since its suspension in November 2018, and the parties decided to terminate the project through negotiation.
According to item 3, paragraph 2, Article 67 of the securities law of the people's Republic of China (hereinafter referred to as the securities law of 2005) revised in 2005 and item 3, paragraph 2, Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, hereinafter referred to as the letter Phi measures of 2007) promulgated in 2007, the contract amount of Gaoyou project is huge, Accounting for 306.7% of Colin environmental's total audited operating revenue of RMB 326 million in 2016 and 112.9% of the total audited operating revenue of RMB 886 million in 2017, it is an important contract that should be disclosed. Colin environmental also disclosed the matter according to the requirements of major events. According to the provisions of Article 63 of the securities law of 2005, item 12 of paragraphs 1 and 2 of Article 67 and Article 32 of the letter Phi measures of 2007, a listed company shall timely disclose the progress or changes and possible impact of major events after disclosing major events. Gaoyou project is a major project of Colin environmental protection. The information of suspension has a significant impact on the investment judgment of investors, and shall be disclosed in time according to law. Colin environmental protection failed to disclose the suspension information of Gaoyou project in time according to law, which constitutes an untimely disclosure.
（2） False records in 2018 semi annual report
In Gaoyou project, the total amount of distributed energy station heat supply network pipeline project is about 15km, and the whole project has a total of 5 bid sections, which are respectively EPC by Sitong branch of Jiangsu Huawei Construction Group Co., Ltd. and Jiangsu Qi'an Construction Group Co., Ltd. Colin environmental confirmed 100% of the completion schedule when the two construction units were not completed, and calculated the revenue and cost on this basis, resulting in a false increase in the operating cost of Colin environmental's 2018 semi annual report of at least 21.9585 million yuan, accounting for 32.42% of the operating cost of 67.738 million yuan in the current period; At least 38.9359 million yuan of operating income was falsely increased, accounting for 32.43% of the current operating income of 120.0558 million yuan; At least 16.9774 million yuan of operating profit was falsely increased, accounting for 52.87% of the total profit of 32.2146 million yuan in the current period.
According to the provisions of Article 63 of the securities law of 2005, the information disclosed by listed companies according to law must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. Colin environmental did not recognize the operating revenue and operating cost according to the real completion progress, resulting in false records in its 2018 semi annual report.
The above illegal facts are proved by relevant announcements, relevant contracts, Gaoyou project supervision monthly report, report issued by Youdu Park, company description, accounting vouchers, inquiry transcripts and other evidence.
Our bureau believes that the above illegal acts of Colin environmental protection are suspected of violating the provisions of Article 63, paragraph 1 and paragraph 2 of Article 67 of the securities law of 2005, and constitute the illegal acts mentioned in paragraph 1 of Article 193 of the securities law of 2005.
Li Dong, then chairman, and Li Zengmin, then general manager, knew that Gaoyou project had been shut down, but did not arrange relevant personnel of the company to disclose information according to law; Zhang Bin, then Secretary of the board of directors, was responsible for organizing and coordinating the company's information disclosure and handling the external disclosure of listed company information, but failed to perform the obligation of information disclosure as required. According to the provisions of paragraph 3 of Article 68 of the securities law of 2005 and paragraph 2 of Article 58 of the letter Phi measures of 2007, the above personnel are directly responsible for the illegal act of information disclosure in Item 1 of Colin environmental protection.
As the then chief financial officer, Feng Wei was responsible for organizing accounting and preparing financial reports with false records; Li Dong, as the then chairman and Li Zengmin, as the then general manager, failed to earnestly perform their duties and raised no objection to the false records; Wan Jianmin, then vice chairman and director in charge of finance, Zhang Bin, then Secretary of the board of directors, and Ji Yi, then director and deputy general manager in charge of engineering projects, clearly knew the construction progress of Gaoyou project and did not raise any objection to the false records. According to the provisions of paragraph 3 of Article 68 of the securities law of 2005 and paragraphs 1 and 3 of Article 58 of the letter Phi measures of 2007, the above personnel are directly responsible for the illegal act of information disclosure in Item 2 of Colin environmental protection. Deng Buli and Li Lei, the then directors, Li Dingqing, Zhao Wanyi and Zhu Xun, the then independent directors, Xiong Xujun, Yu Zhaoli and Liu Chunyun, the then supervisors, signed and guaranteed that the relevant periodic reports were true, accurate and complete. The existing evidence was insufficient to prove that the above personnel had been diligent and responsible for the illegal matters of information disclosure involved, According to the provisions of paragraph 3 of Article 68 of the securities law of 2005 and paragraph 1 of Article 58 of the letter Phi measures of 2007, the above personnel are other personnel directly responsible for the illegal act of information disclosure mentioned in Item 2 of Colin environmental protection.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in accordance with the provisions of paragraph 1 of Article 193 of the securities law of 2005, our bureau intends to decide:
(i) Give a warning to Colin environmental protection and impose a fine of 350000 yuan.
（2） Li Dong and Li Zengmin were warned and fined 100000 yuan respectively.
（3） Feng Wei and Zhang Bin were warned and fined 80000 yuan respectively.
（4） Wan Jianmin and Ji Yi were warned and fined 50000 yuan respectively.
（5） Deng Buli, Li Lei, Li Dingqing, Zhao Wanyi, Zhu Xun, Xiong Xujun, Yu Zhaoli and Liu Chunyun were warned and fined 30000 yuan respectively.
In accordance with articles 45, 63 and 64 of the administrative punishment law of the people's Republic of China and the relevant provisions of the administrative punishment hearing rules of the China Securities Regulatory Commission, Colin environmental protection, Li Dong, Li Zengmin, Feng Wei, Zhang Bin, Wan Jianmin and Ji Yi have the right to state, defend and request a hearing on the administrative punishment to be imposed on you by our bureau, Deng Buli, Li Lei, Li Dingqing, Zhao Wanyi, Zhu Xun, Xiong Xujun, Yu Zhaoli and Liu Chunyun have the right to state and defend. If the facts, reasons and evidence you put forward are established after review by our bureau, our bureau will adopt them. If you give up the right of statement, defense and hearing, our bureau will make a formal decision on administrative punishment according to the above facts, reasons and basis.
2、 Possible impact on the company and risk tips
As of the disclosure date of this announcement, the company's production and operation are normal. According to the situation identified in the prior notice of administrative punishment, the company preliminarily judges that the illegal information disclosure involved in the prior notice of administrative punishment received this time does not touch the major illegal compulsory delisting specified in articles 14.5.1, 14.5.2 and 14.5.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020); The company's illegal acts do not touch the circumstances specified in Articles 2, 4 and 5 of the measures for the implementation of compulsory delisting of Listed Companies in major violations. The final conclusion shall be subject to the decision on administrative punishment issued by the CSRC.
The information disclosure media designated by the company are securities times and http://www.cn.info.com.cn, All information publicly disclosed by the company shall be subject to the announcement published in the above designated media. Please pay attention to investment risks.
It is hereby announced.
Kelin Environmental Protection Equipment Inc(002499) board of directors January 6, 2002
