Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022019 Yunding Technology Co.Ltd(000409)
In the past five years, it has been subject to regulatory measures or penalties taken by the securities regulatory authorities and the exchange; and
Announcement of rectification
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Yunding Technology Co.Ltd(000409) (“the company”) has been listed in strict accordance with the relevant provisions and requirements of the company law of the people’s Republic of China (“the company law”), the securities law of the people’s Republic of China (“the securities law”), the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the Yunding Technology Co.Ltd(000409) articles of association, and under the supervision and guidance of the securities regulatory authorities and Shenzhen Stock Exchange, Continuously establish and improve the corporate governance mechanism of listed companies and improve the standard operation level of the company. In view of the company’s intention to apply to the China Securities Regulatory Commission (“CSRC”) for non-public issuance of RMB common shares, the company’s regulatory measures, penalties and rectification taken by the securities regulatory authorities and exchanges in the past five years are described as follows:
1、 The company has been punished by the securities regulatory authorities and the exchange in the past five years
In the last five years, the company has been subject to administrative punishment once by the CSRC. The details are as follows:
(I) main contents
On June 17, 2019, Shandong geology and Mineral Resources Co., Ltd. (the former name of the company, hereinafter referred to as “Shandong geology and mineral resources”) received the decision on administrative punishment ([2019] No. 58) from the CSRC.
Shandong geology and mineral did not disclose the 2017 annual report within four months from the end of the 2017 fiscal year, which violated the provisions of Article 66 of the securities law and constituted the act of “failing to disclose information in accordance with the provisions” mentioned in paragraph 1 of Article 193 of the securities law. Shandong geology and mineral failed to prepare and disclose the report for the first quarter of 2018 within one month after the end of the third month of fiscal year 2018, in violation of the provisions of paragraph 1 of Article 20 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, the “measures for the administration of information disclosure”), It constitutes the act of “the information disclosure obligor fails to perform the information disclosure obligation within the specified time limit… Punished in accordance with Article 193 of the securities law” as mentioned in Article 61 of the measures for the administration of information disclosure. According to the provisions of Article 3, Article 38 and paragraph 1 and paragraph 3 of Article 58 of the measures for the administration of information disclosure, Shandong geology and mineral resources did not disclose the 2017 annual report and the first quarter report of 2018 in time. Zhang Hong, the then chairman of the company, Zhang Xianyi, the then general manager and Xue Xifeng, the then chief financial officer, should bear the main responsibility and be the person in charge directly; As independent directors and supervisors of the board of directors, Mr. Wang Hongzhou and Mr. Ma Lijin are Mr. Wang Hongdong, Mr. Shi Lijin and Mr. Shi Lijin, who are directly responsible for the management of the board of directors. According to the facts, nature, circumstances and degree of social harm of the illegal act of the party concerned, and in accordance with the provisions of paragraph 1 of Article 193 of the securities law, we will decide:
(1) Give a warning to Shandong geology and mineral Co., Ltd. and impose a fine of 300000 yuan;
(2) Zhang Hong was given a warning and fined 150000 yuan;
(3) Zhang Xianyi and Xue Xifeng were warned and fined 80000 yuan respectively;
(4) Hu Xiangdong, Guo Changzhou, Wan Zhongjie, Lin Shaoyi and Li Yufeng were warned and fined 50000 yuan respectively;
(5) He Hongman, Wang lejin, Chen Zhijun, Wang AI, Wang Chuanjin and Ma Lidong were warned and fined 30000 yuan respectively.
(II) rectification
After receiving the punishment decision, the company paid the relevant fines in time.
2、 Regulatory measures and rectification measures taken by securities regulatory authorities and exchanges in the past five years
In the past five years, the company has received the decision on administrative supervision measures of Shandong regulatory bureau of China Securities Regulatory Commission (“Shandong Securities Regulatory Bureau”) twice. The specific conditions are as follows:
(I) on July 24, 2019, Shandong geology and mineral resources received the decision on ordering Shandong geology and Mineral Resources Co., Ltd. to take corrective measures ([2019] No. 27) from Shandong Securities Regulatory Bureau
1. Main contents
On April 24, 2018, Shandong geology and mining dismissed the accounting firm without the resolution of the board of directors; On May 2, 2018, Shandong geology and mineral employed the annual report audit institution without the approval of the general meeting of shareholders, and did not disclose relevant information when the board of directors was held on April 27, 2018 and the general meeting of shareholders was held on May 14, 2018. The above acts violate articles 2 and 51 of the measures for the administration of information disclosure of listed companies and articles 164 and 167 of the articles of association of Shandong geology and mineral Co., Ltd. According to Article 21 of the measures for on-site inspection of listed companies and Article 59 of the measures for the administration of information disclosure of listed companies, Shandong Securities Regulatory Bureau decided to take regulatory measures to order Shandong geology and mineral resources to make corrections. Shandong geology and mineral resources shall submit a written report to Shandong Securities Regulatory Bureau before August 31, 2019. The company should take a warning, organize all directors, supervisors and senior managers to strengthen the study of securities laws and regulations, strengthen the awareness of standardized operation, and effectively improve the level of corporate governance and information disclosure.
2. Rectification
After receiving the supervision letter, the company attached great importance to and made positive rectification, and submitted the report of Shandong geology and Mineral Resources Co., Ltd. on the rectification of non disclosure of periodic reports to Shandong Securities Regulatory Bureau on August 21, 2019 (ldgf [2019] No. 27). The rectification is as follows: (1) in view of the non-compliance of the employment and dismissal procedures of the annual report audit institution, the company held the fourth extraordinary general meeting of shareholders in 2018 on May 14, 2018, deliberated and approved the proposal on re employment of the company’s audit institution in 2017, and decided to employ China Audit Asia Pacific Certified Public Accountants (special general partnership) as the audit institution of the company’s 2017 annual report. (2) In view of the non-standard information disclosure of the company, the company has actively organized all directors, supervisors and senior managers to strengthen the study of laws, regulations and normative documents such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and the articles of association of Shandong geology and Mining Co., Ltd., and set up a long-term learning mechanism to ensure the integrity of the company’s information disclosure standard. (3) The Securities Department of the company will sort out the company’s internal control system related to information disclosure according to relevant regulatory requirements and the actual situation of the company, and modify and improve it according to the sorting situation, so as to strengthen the company’s compliance and credit approval.
By improving the relevant internal control system of the company, the management level of the company’s information disclosure can be continuously improved.
(II) on May 10, 2018, Shandong geology and mineral resources received the decision on ordering Shandong geology and Mineral Resources Co., Ltd. to take corrective measures ([2018] No. 27) from Shandong Securities Regulatory Bureau
1. Main contents
As of April 30, 2018, Shandong geology and mineral did not disclose the 2017 annual report and the 2018 first quarter report within the specified time limit, in violation of Article 20 of the measures for the administration of information disclosure of listed companies. According to the provisions of Article 59 of the measures for the administration of information disclosure of listed companies, Shandong Securities Regulatory Bureau has decided to take regulatory measures to order Shandong Geological and mineral resources to make corrections, order Shandong Geological and mineral resources to make corrections in accordance with the following requirements, and submit a written rectification report to Shandong Securities Regulatory Bureau before June 30, 2018: (1) all directors, supervisors and senior managers shall be diligent and conscientious, and prepare, review and Disclose the 2017 annual report and the 2018 first quarter report. (2) All directors, supervisors and senior managers shall strengthen the study of securities laws and regulations, strengthen the awareness of standardized operation, and effectively improve the standard operation level of the company. (3) The company shall take effective measures to effectively improve and implement the internal management system of information disclosure to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed. 2. Rectification
After receiving the supervision letter, the company attached great importance to and made positive rectification, and submitted the report of Shandong geology and Mineral Resources Co., Ltd. on the rectification of non disclosure of periodic reports to Shandong Securities Regulatory Bureau on June 27, 2018. The rectification is as follows: (1) the company held the fourth extraordinary general meeting of shareholders in 2018 on May 14, 2018, deliberated and approved the proposal on re selecting and appointing the company’s 2017 audit institution, and the company hired China Audit Asia Pacific accounting firm as the company’s 2017 audit institution. On June 20, 2018, the company’s 2017 annual report and the first quarterly report of 2018 were completed. The company held the third meeting of the ninth board of directors and the third meeting of the ninth board of supervisors to review the relevant proposals, which were disclosed in the designated media on June 22, 2018. The company is scheduled to hold the 2017 annual general meeting of shareholders on July 12, 2018 to review the 2017 annual report and other relevant proposals. (2) All directors, supervisors and senior managers of the company are fully aware of the errors and seriousness of this information disclosure violation. In the later stage, they will strengthen the study of securities laws and regulations, actively participate in the relevant training organized by the company and relevant regulatory departments, strengthen the awareness of standardized operation and effectively improve the standard operation level of the company. (3) The company will revise and improve various internal control systems of the newly acquired company, improve the company’s internal control system, optimize the company’s business and management processes, ensure the continuous and standardized operation of the company and ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information in accordance with the requirements of relevant laws, regulations and regulatory authorities and in combination with the actual situation of the company. In addition to the above circumstances, the company has not been subject to other regulatory measures or penalties taken by the securities regulatory authorities and the exchange in the past five years.
It is hereby announced.
Yunding Technology Co.Ltd(000409) board of directors
March 24, 2022
