Securities code: Shanghai Smith Adhesive New Material Co.Ltd(603683) securities abbreviation: Shanghai Smith Adhesive New Material Co.Ltd(603683) Announcement No.: 2022024 Shanghai Smith Adhesive New Material Co.Ltd(603683)
Announcement on capital occupation and rectification of related parties in 2020
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.
Shanghai Smith Adhesive New Material Co.Ltd(603683) (hereinafter referred to as “the company”) found through self-examination that the non operating funds of the controlling shareholders were occupied in 2020. The details are as follows:
1、 Basic information of matters involved
On June 8, 2020, Jiangsu Shanghai Smith Adhesive New Material Co.Ltd(603683) Material Technology Co., Ltd. (hereinafter referred to as “Jiangsu Jinghua”), a wholly-owned subsidiary of the company, lent RMB 50 million to Shanghai Puyin Communication Technology Co., Ltd. (hereinafter referred to as “Shanghai Puyin”), an unrelated third-party company. The loan term was 9 natural days, and the loan interest was 5.0025% at the annualized interest rate, and a loan contract was signed on the same day.
On June 15, 2020, Shanghai Puyin returned the loan of 50 million yuan and interest of 54800 yuan (the loan is 8 days and the interest is calculated according to the annualized interest rate of 5.0025%), with a total of 500548 million yuan to Jiangsu Jinghua.
The above borrowing matters have been subject to relevant approval procedures in accordance with the articles of association and other relevant provisions, and have also been subject to corresponding accounting treatment in accordance with the requirements of accounting standards.
2、 Self inspection of the company
During the recent self inspection of the company, Mr. Zhou Xiaodong, the controlling shareholder and one of the actual controllers, took the initiative to inform the company of his loan relationship with Shanghai Puyin, that is, the 50 million yuan loan lent by Jiangsu Jinghua to Shanghai Puyin on June 8 was lent to Mr. Zhou Xiaodong by Shanghai Puyin on the same day. After Mr. Zhou Xiaodong returned the loan and corresponding interest to Shanghai Puyin on June 15, Shanghai Puyin returned to Jiangsu Jinghua on the same day.
In accordance with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, and from the perspective of substance over form, the above matters constitute the occupation of non operating funds of the company by the controlling shareholders. The above occupation of funds has been eliminated on June 15, 2020. As of the date of disclosure of this announcement, the company has no other occupation of funds by related parties.
3、 Rectification of the company
In order to prevent such incidents from happening again, the company will take the following corrective measures after discovering the occupation of funds:
1. Improve the company’s internal control system, prevent internal control risks, and further improve the ability of continuous and standardized operation. The company is now comprehensively combing and improving the company’s internal control system, strengthening the faithful and diligent performance of duties by the company’s directors, supervisors and senior managers, fully implementing the company’s internal control system, eliminating the occupation of funds by related parties in any form, and effectively safeguarding the interests of listed companies and all shareholders.
2. The company will further strengthen the training and study of the company and its subordinate enterprises on capital occupation, capital transactions of related parties and other matters, and require all managers and relevant personnel of the company and its subsidiaries to seriously study relevant laws and regulations and various securities regulatory rules, so as to improve the legal and risk awareness of the company’s employees; Regularly and irregularly carry out training on securities related laws and regulations, and strengthen the risk control responsibilities of key management posts; Organize shareholders, actual controllers, directors, supervisors and senior managers of the company to participate in securities related laws and regulations and the latest regulatory policies, and strengthen internal control and supervision. Organize the internal training of the company and improve the awareness of standardization.
4、 Apologize
The company and all directors, supervisors and senior managers of the company extend sincere apologies to the majority of investors for the above-mentioned occupation of funds by the controlling shareholders. In the future, the company will seriously learn lessons, strengthen the awareness of risk responsibility, and take practical measures to prevent such matters from happening again.
It is hereby announced.
Shanghai Smith Adhesive New Material Co.Ltd(603683) board of directors March 31, 2022
