1 securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022048 announcement of Hunan Lingpai Dazhi Technology Co., Ltd. on the regulatory measures or penalties taken by the securities regulatory authorities and exchanges in the past five years since its listing, Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as “company” or “Dazhi technology”) has been in strict accordance with the company law of the people’s Republic of China In accordance with the requirements of the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations and the provisions of the articles of association, we are committed to improving the corporate governance structure, establishing and improving the internal control system, standardizing the company’s operation, promoting the sustainable, stable and healthy development of the company and continuously improving the level of corporate governance. According to the requirements, the company’s regulatory measures or punishment and rectification taken by the securities regulatory department and the exchange in the past five years are hereby announced as follows: 1. After self inspection, the company has not been punished by the securities regulatory department and the exchange in the past five years. 2、 Through self-examination of the regulatory measures taken by the securities regulatory authorities and the exchange in the past five years, the company has received two regulatory letters from the management department of GEM companies of Shenzhen Stock Exchange and one warning letter from Guangdong regulatory bureau of China Securities Regulatory Commission in the past five years. The relevant information and the rectification of the company are described as follows: 1. On April 19, 2018, The company received the supervision letter on Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) of the company (GEM supervision letter [2018] No. 31): the company held the 11th meeting of the second board of directors on August 7, 2017, deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed to use the temporarily idle raised funds of no more than RMB 80 million for cash management. On April 18, 2018, the announcement of Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) on the post confirmation of the use of some idle raised funds for cash management disclosed by the company showed that the company used the idle raised funds of 80 million yuan and 17 million yuan to purchase China Agricultural Bank Of China Limited(601288) real-time guaranteed income and guaranteed floating income financial products on October 18, 2017 and November 28, 2017 respectively, It exceeded the amount deliberated by the board of directors by 17 million yuan. The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 2. The above problems were caused by the wrong operation of relevant personnel of the company. On April 16, 2018, the company has redeemed all the excess 17 million yuan of financial products, and the relevant funds have been transferred to the special account for raised funds of the company. The management department of gem reminded the company, “The above-mentioned acts violate the provisions of articles 1.4 and 11.2.1 of the GEM Listing Rules (2014 Revision) and article 1.4 of the guidelines for the standardized operation of companies listed on the gem (2015 Revision). The board of directors of the company is requested to pay full attention to the above problems, draw lessons and make timely rectification to prevent the recurrence of the above problems. Listed companies must comply with national laws, regulations and The Shenzhen Stock Exchange GEM Listing Rules (revised in 2014) and the guidelines for the standardized operation of GEM listed companies (revised in 2015) earnestly and timely fulfill the obligation of information disclosure. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false, seriously misleading statements or major omissions, and bear individual and joint liabilities for their guarantee. ” The company pays full attention to the above problems, draws lessons and makes timely rectification, and earnestly and timely performs the obligation of information disclosure. 2. On March 19, 2021, the company received the decision on Issuing warning letters to Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) , Xu Huanxin, Zheng Kaiyan, Cai Zhihua, Cai Zhibin and Dong Shicai (No. [2021] 13) (hereinafter referred to as “warning letters”) issued by Guangdong regulatory bureau of China Securities Regulatory Commission, The main contents are as follows: ” Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) , Xu Huanxin, Zheng Kaiyan, Cai Zhihua, Cai Zhibin and Dong Shicai: according to the measures for on-site inspection of listed companies (CSRC announcement [2010] No. 12) and other regulations, our Bureau conducted on-site inspection on Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) (hereinafter referred to as” Dazhi technology “or” the company “), and found the following problems in the company: first, the disclosure of information related to the company’s chemical trade business is inaccurate and incomplete. Dazhi technology began to carry out chemical trade business in 2018. In the name of its wholly-owned subsidiary Guangzhou Dazhi New Material Technology Co., Ltd. (hereinafter referred to as “Dazhi new material”), Dazhi technology carried out chemical trade business with Jiangsu MCC Chemical Co., Ltd. (hereinafter referred to as “Jiangsu MCC”) and Jiangsu Baohua International Trade Co., Ltd. (hereinafter referred to as “Jiangsu Baohua”), The specific method is that Dazhi new material purchases chemical products from Jiangsu Baohua and then sells them to Jiangsu Zhongye. Jiangsu Baohua directly supplies them to Jiangsu Zhongye according to the delivery order issued by Dazhi new material. In 2018 and 2019, Dazhi technology recognized the sales revenue of Jiangsu MCC of 337655 million yuan and 276519 million yuan respectively, forming a gross profit of 662100 yuan and 2.0135 million yuan respectively, accounting for 0.99% and 5.67% of the total book profit of the year respectively. By the end of 2019, the balance of accounts receivable of Dazhi new material to Jiangsu MCC had reached 31.796 million yuan. In April 2020, the shareholders’ meeting of Dazhi technology approved the transfer of 100% equity of Dazhi new materials to Cai Zhihua, the original actual controller, at a price of 116419 million yuan based on net assets. The company has recovered all equity transaction funds of Dazhi new materials, and there is no balance of current account with Jiangsu MCC in the consolidated statement of 2020. The inspection found that there were the following problems in the chemical trade business between Dazhi technology and Jiangsu Baohua and Jiangsu MCC: first, after verification by a company in Jiangsu, the upstream supplier of relevant trade business disclosed to Dazhi technology and its intermediary, and a company in Shandong, the final buyer of commodity sales, the above companies said that there was no relevant sales or procurement business. Second, Dazhi technology and its subsidiary Dazhi new materials did not participate in the transportation, storage, acceptance and delivery of goods in chemical trade, did not implement effective control over the process of goods circulation, and failed to provide a third-party logistics certificate proving the existence of real goods circulation. The goods warehousing and outbound documents provided were documents sealed by Jiangsu Baohua and Jiangsu MCC. Third, the goods delivery sites of Jiangsu Baohua and Jiangsu MCC provided by Dazhi technology are the industrial and commercial registration business sites of the affiliated party of Jiangsu MCC. The affiliated party is a chemical enterprise, and its business scope has no warehousing business. Fourth, Jiangsu Baohua has a close relationship with Jiangsu MCC, and the funds in the relevant bank accounts of the two companies are frequent. Among them, Jiangsu Baohua immediately transferred each advance payment of Dazhi new materials to Jiangsu MCC. Fifthly, Cai Zhihua confirmed that Jiangsu Baohua was introduced to it by an affiliate of Jiangsu MCC. Dazhi technology and Dazhi new materials failed to provide evidence of inquiry from other suppliers in the process of determining Jiangsu Baohua as a supplier of relevant goods.
Sixth, the commercial acceptance bills issued by Jiangsu MCC to Dazhi new materials in 2018 and 2019 were overdue and could not be cashed. Among them, after the bills in 2018 were overdue, Dazhi new materials received the payment from Jiangsu MCC no later than March 20, 2019, and immediately transferred it to Jiangsu Baohua as the prepayment for the purchase of relevant goods in 2019. Dazhi new material had no corresponding cash inflow to all the goods sold by Jiangsu MCC in 2019, and the relevant bills were not recovered after they were turned into accounts receivable. Later, it was issued with the equity transfer of Dazhi new material, which did not cause actual losses to Dazhi technology. To sum up, in the reply announcement on the audit inquiry letter of Shenzhen Stock Exchange issued by Dazhi technology on July 16 and October 29, 2020, the information disclosure related to the real delivery of goods in the company’s trade business with Jiangsu Baohua and Jiangsu MCC, the company’s search for suppliers according to inquiry and other comprehensive factors, and the payment collection of transactions is inaccurate and incomplete, which does not fully reveal the risks of relevant trade business. The above-mentioned acts violate the relevant provisions of Article 2 of the measures for the administration of information disclosure of listed companies. 2、 Failure to disclose related party relationships and related transactions as required. After investigation, Guangzhou Ronghou Trading Co., Ltd. (hereinafter referred to as Guangzhou Ronghou) has the following close relationship with Dazhi technology and its original actual controller Cai Zhihua: first, Guangzhou Ronghou was established in October 2016, and Wang, the industrial and commercial registration shareholder and legal representative, is the hometown of CAI Zhihua’s spouse. In December 2020, the legal representative, executive director and general manager of Guangzhou Ronghou was changed to Su, who is the hometown of 4 Cai Zhihua. Second, in 2019, Guangzhou Ronghou’s trade business of purchasing bulk commodities from Dazhi technology came entirely from Cai Zhihua, and the party concerned said it was a personal loan. Third, the official seal, business license, main bank account and online banking ukey of Guangzhou Ronghou will be managed by Dazhi technology staff before November 2020. The industrial and commercial change procedures and main bank account payment procedures will be handled by Dazhi technology staff. All procedures for bulk commodity trade business and bulk commodity trade sales will be handled by Dazhi technology staff. According to the relevant provisions of paragraph 3 of Article 71 of the measures for the administration of information disclosure of listed companies, Guangzhou Ronghou and Dazhi technology form a related relationship. Dazhi technology has not disclosed the related relationship and related transactions with Guangzhou Ronghou since 2016, which violates the provisions of articles 2 and 48 of the measures for the administration of information disclosure of listed companies. 3、 The company’s accounting estimates for the provision for bad debts of single large accounts receivable are inconsistent. In 2019, because Dazhi new materials sold chemicals to Jiangsu MCC, the accounts receivable of Jiangsu MCC was 31.796 million yuan. In November 2019, due to the proposed sale of 100% equity of Dazhi new materials, Dazhi technology hired Asia Pacific (Group) accounting firm (hereinafter referred to as Asia Pacific Institute) to conduct a special audit on the merger and parent company balance sheet of Dazhi new materials on October 31, 2019. Asia Pacific Institute issued a special audit report on December 15, 2019, For the accounts receivable that Dazhi new materials failed to recover from Jiangsu MCC, the bad debt provision of RMB 3.1796 million was withdrawn according to the single significant amount and the expected credit loss rate of 10%. On April 25, 2020, Dazhi technology disclosed the 2019 annual report, which did not list the accounts receivable from Jiangsu MCC as the accounts receivable for which the bad debt provision was withdrawn according to the single major, but included in the credit risk characteristic combination, and the bad debt provision was withdrawn at the expected credit loss rate of 5%. Under the condition that there is no significant change in the credit risk of receivables with significant single amount, Dazhi technology has inconsistent accounting estimates before and after withdrawing bad debt reserves, which does not comply with the provisions of Article 48 of the accounting standards for business enterprises Article 22 – recognition and measurement of financial instruments, resulting in inaccurate relevant financial information disclosed by the company and violating the provisions of Article 2 of the administrative measures for information disclosure of listed companies. 4、 The company’s inside information management is not standardized. Article 6 the registration system for the change of insider information and the registration of the right to control the assets of the listed company that do not meet the provisions of Article 7. Xu Huanxin, the current chairman of Dazhi technology, Zheng Kaiyan, the current Secretary of the board of directors and financial director of the company, Cai Zhihua, the then chairman and general manager of the company, Cai Zhibin, the then Secretary of the board of directors, and Dong Shicai, the then chief financial officer of the company, failed to fulfill the obligation of diligence and responsibility in accordance with Article 3 of the measures for the administration of information disclosure of listed companies, and was mainly responsible for the relevant violations of the company, Xuhuanxin, Zheng Kaiyan and Cai Zhihua are mainly responsible for all the above problems of the company, Cai Zhibin is mainly responsible for the second and fourth problems mentioned above, and Dong Shicai is mainly responsible for the second problem mentioned above. According to the provisions of articles 58 and 59 of the measures for the administration of information disclosure of listed companies, our bureau has decided to take administrative supervision measures to issue warning letters to Dazhi technology and Xu Huanxin, Zheng Kaiyan, Cai Zhihua, Cai Zhibin and Dong Shicai. You should earnestly draw lessons, earnestly strengthen the study of securities laws and regulations, and perform your duties in accordance with laws and regulations. At the same time, the company shall conduct internal accountability for relevant responsible personnel, submit the rectification report and internal accountability report to the Bureau within 30 days after receiving this decision, and send a copy to Shenzhen Stock Exchange. If you are not satisfied with this supervision and management measure, you can apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receiving this decision; It may also bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving this decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. ” After receiving the warning letter, the company and relevant responsible persons attach great importance to the problems pointed out in the warning letter, fully learn lessons, earnestly strengthen the study of relevant laws and regulations, normative documents and the company’s internal management system, improve the awareness of standardized operation, and follow the requirements of information disclosure norms of listed companies; Necessary review procedures have been supplemented for some transactions; Timely submit the rectification report as required, and start internal accountability for relevant responsible persons; At the same time, the directors, supervisors and senior managers of the company will earnestly fulfill their obligations of diligence, promote the standardized operation of the company, prevent the recurrence of the above matters, continuously improve the quality of information disclosure, safeguard the interests of the company and all shareholders, and promote the healthy, stable and sustainable development of the company. 3. On April 16, 2021, the company received the supervision letter on Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) (GEM supervision letter [2021] No. 51): it was found that the company had the following violations: first, the disclosure of information related to the company’s chemical trade business was inaccurate and incomplete. Dazhi technology began to develop chemical trade business in 2018, in the name of Dazhi new materials, a wholly-owned subsidiary, and Jiangsu Zhongxin
