Securities abbreviation: ST Guangzhu securities code: Guangdong Mingzhu Group Co.Ltd(600382) No.: pro 2022042 Guangdong Mingzhu Group Co.Ltd(600382) and related parties
About receipt of Guangdong regulatory bureau of China Securities Regulatory Commission
Announcement of advance notice of administrative punishment
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.
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”) received the notice of filing a case (Zheng Jian Li Jian Zi 006202022001) from the China Securities Regulatory Commission (hereinafter referred to as “the CSRC”) on February 16, 2022. Due to the company’s suspected illegal information disclosure, the CSRC decided to file a case against the company in accordance with the securities law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations. For details, please refer to the announcement of Guangdong Mingzhu Group Co.Ltd(600382) on receipt of notification of filing by China Securities Regulatory Commission (Announcement No.: 2022030) disclosed by the company on February 17, 2022.
On March 19, 2022, the company and relevant parties received the advance notice of administrative punishment (Guangdong Zhengjian Zhengjian Zhengjian Zhengwei Zi [2022] No. 6) (hereinafter referred to as “the advance notice”) issued by Guangdong regulatory bureau of China Securities Regulatory Commission on March 17, 2022. The main contents of the advance notice are announced as follows:
” Guangdong Mingzhu Group Co.Ltd(600382) , Zhang Jianli, Zhong Jinlong, Zhang Wendong, Zhong Jianru, Ou Yangjing, Li Xing, Xing Liubin, Peng Sheng, Zhou Xiaohua, Zhang Dongxia, Wu Meilin, Wang Zhiwei, Li Huashi:
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as Guangdong Pearl) is suspected of violating laws and regulations in information disclosure, which 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 illegal facts, reasons and basis on which our bureau intends to impose administrative punishment on you, as well as the relevant rights you enjoy.
After investigation, the facts of Guangdong Pearl suspected of illegal information disclosure are as follows:
1、 Related party transactions are not disclosed in periodic reports
Zhang Jianli is one of the actual controllers of Guangdong Pearl. Guangdong Pearl 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 controlled by Zhang Jianli and are affiliated legal persons of Guangdong Pearl.
In 2016, Guangdong Mingzhu group urban operation and Development Co., Ltd. (now renamed Xingning urban operation and Development Co., Ltd., hereinafter referred to as urban operation) and Guangdong Mingzhu Group Guangzhou Valve Co., Ltd. (hereinafter referred to as Mingzhu Guangzhou valve) provided funds to related parties such as shengyangshan city in the form of advance engineering payment and investment payment. The above related party transactions involved an amount of 422076 million yuan, Accounting for 8.31% of the latest audited net assets of Guangdong Pearl.
In 2017, Guangdong Mingzhu group land Co., Ltd. (hereinafter referred to as Mingzhu land), a wholly-owned subsidiary of Guangdong Mingzhu, as well as urban operation and Mingzhu guangvalve, provided funds to related parties such as shengshengshan City, Shenzhen zhongyifu and Dading mining in the form of prepayment or payment of investment and project payment. The amount involved in the above related party transactions was 992529 million yuan, accounting for 18.17% of the latest audited net assets of Guangdong Mingzhu.
In 2018, Guangdong Pearl, urban operation, Mingzhu land and Mingzhu guangvalve provided funds to related parties such as shengshengshan city and Shenzhen zhongyifu in the form of advance project payment, advance or payment of investment payment and advance purchase payment. The above related party transactions involved an amount of 1160332500 yuan, accounting for 19.75% of the latest audited net assets of Guangdong Pearl.
In 2019, Guangdong Pearl, urban operation, Mingzhu land and Mingzhu guangvalve provided funds to related parties such as shengyangshan city in the form of advance project payment, advance or payment of investment payment and advance purchase payment. The above related party transactions involved an amount of 1267863700 yuan, accounting for 19.13% of the latest audited net assets of Guangdong Pearl.
In 2020, Guangdong Pearl provided funds to related parties such as shengyangshan city and Lianping jinshun’an in the form of advance purchase payment. The above related party transactions involved an amount of 127.11 million yuan, accounting for 18.03% of the company’s latest audited net assets.
According to Articles 31, 40 and 44 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 (revised in 2016) (CSRC announcement [2016] No. 31), and 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 (revised in 2017) (CSRC announcement [2017] No. 17) According to the provisions of articles 40 and 46, Guangdong Pearl shall disclose the above-mentioned connected transactions with related parties in the relevant annual reports. Guangdong Pearl did not disclose relevant matters in its 2016 annual report, 2017 annual report, 2018 annual report, 2019 annual report and 2020 annual report, resulting in major omissions in relevant periodic reports. 2、 Failure to disclose related party transactions in time
From January to March 2021, Guangdong Mingzhu and Mingzhu land provided funds to related parties such as shengyangshan city in the form of advance project payment and advance investment payment. The above related party transactions involved an amount of 61.080 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 of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and with reference to article 10.2.4 of the stock listing rules of Shanghai Stock Exchange (revised in 2020), Guangdong Mingzhu shall disclose relevant related party transactions in a timely manner. Guangdong Pearl did not disclose the above related party transactions in time.
Zhang Jianli is the actual controller of Guangdong Pearl. From November 2018 to July 2020, he served as the chairman of the company, making decisions and directing
Related transactions. Zhong Jinlong served as director and chief financial officer of Guangdong Pearl from November 2015 to January 2022, and organized and implemented related party transactions for a long time. Zhang Wendong served as the chairman of Guangdong Pearl from November 2015 to November 2018, President and director from November 2018 to January 2022, and Zhong Jianru served as the president of Guangdong Pearl from November 2015 to November 2018 and director from November 2015 to January 2022. They knew and participated in relevant related party transactions.
Ouyangjing served as vice chairman of Guangdong Pearl from November 2015 to January 2022, Secretary of the board of directors from November 2018 to January 2022, Li Xing as secretary of the board of directors of Guangdong Pearl from November 2015 to November 2018, director from November 2015 to January 2022, and Xing Liubin as director of Guangdong Pearl from November 2015 to November 2018 and supervisor from November 2018 to January 2022, The third party shall be aware of the relevant connected transactions and the undisclosed transactions, but allow the relevant acts to occur. Peng Sheng served as the chairman of Guangdong Pearl from July 2020 to January 2022. He was fully responsible for the operation and management of the company, slackened and gave up his duties. The above directors, supervisors and senior managers all signed written confirmation opinions on their regular reports during their tenure, and the relevant personnel failed to report or put forward supervision opinions on the matters to be disclosed in the 2021 interim report in time. Among them, Zhang Jianli, as the actual controller of Guangdong Pearl, has been dealt with separately by our bureau due to the illegal disclosure of Guangdong Pearl information caused by organizing, planning and instructing relevant personnel to implement the above related party transactions and concealing relevant matters. Zhou Xiaohua and Zhang Dongxia have been the supervisors of Guangdong Pearl since November 2015, Wu Meilin and Wang Zhiwei have been the independent directors of Guangdong Pearl since November 2018, and Li Huashi has been the independent directors of Guangdong Pearl since January 2020. They failed to verify and urge Guangdong Pearl to disclose relevant related party transactions in time, and failed to be diligent and responsible.
The above illegal facts are proved by relevant company announcements, capital flow of relevant bank accounts, bookkeeping vouchers and original vouchers, situation descriptions, inquiry records and other evidence.
Our bureau believes that there are major omissions in the 20162020 annual report publicly disclosed by Guangdong Pearl, and the related party transactions were not disclosed in time in 2021, which violates the provisions of paragraphs 1 and 2 of Article 78 of the securities law and constitutes an illegal situation described in article 197 of the securities law. Zhang Jianli made decisions and directed the implementation of relevant related party transactions, and Zhong Jinlong organized the implementation of relevant related party transactions, resulting in the occurrence of relevant information disclosure violations. He is the person in charge who is directly responsible. Zhang Wendong, Zhong Jianru, Ou Yangjing, Li Xing, Xing Liubin, Peng Sheng, Zhou Xiaohua, Zhang Dongxia, Wu Meilin, Wang Zhiwei and Li Huashi, who failed to fulfill their obligations of diligence and responsibility in relevant information disclosure matters, are other persons directly responsible.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in combination with the special circumstances in which the illegal acts span the application of the old and new securities law, and in accordance with the provisions of article 197 of the securities law, our bureau intends to decide:
1、 Order Guangdong Mingzhu Group Co.Ltd(600382) to make corrections, give a warning and impose a fine of 1.5 million yuan;
2、 Zhang Jianli and Zhong Jinlong were warned and fined 1.5 million yuan respectively;
3、 Zhang Wendong was given a warning and fined 1.2 million yuan;
4、 Zhong Jianru was given a warning and fined 1 million yuan;
5、 Ouyangjing was given a warning and fined 800000 yuan;
6、 Li Xing and Xing Liubin were warned and fined Shanghai Pudong Development Bank Co.Ltd(600000) yuan respectively;
7、 Peng Sheng was given a warning and fined 550000 yuan;
8、 Zhou Xiaohua, Zhang Dongxia, Wu Meilin, Wang Zhiwei and Li Huashi were warned and fined 500000 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, you have the right to state, defend and hear the punishment decision we intend to make against you. 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.
Please submit the original receipt of advance notice of administrative punishment to the designated contact person of our bureau within 5 working days from the date of receiving this notice. If it is overdue, it will be deemed to have waived the above rights. “
As of the disclosure date of this announcement, the operation of the company is normal. The final result of this administrative punishment is subject to the administrative punishment decision issued by Guangdong regulatory bureau of China Securities Regulatory Commission. Investors are invited to pay attention to investment risks. The company will draw lessons, strengthen the standardization of internal governance, strictly abide by relevant laws and regulations, and truly, accurately, completely, timely and fairly perform the obligation of information disclosure.
The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）, the relevant information of the company shall be subject to the announcement disclosed in the above designated media. Please pay attention to the relevant announcements of the company, make rational investment and pay attention to investment risks.
It is hereby announced.
Guangdong Mingzhu Group Co.Ltd(600382) board of directors
March 21, 2022
