Securities code: Elefirst Science & Technology Co.Ltd(300356) securities abbreviation: St Guangyi announcement code No. 2022021 Elefirst Science & Technology Co.Ltd(300356)
About the receipt of Jiangsu securities regulatory bureau by the company and relevant parties
Announcement of advance notice of administrative punishment
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.
Elefirst Science & Technology Co.Ltd(300356) (hereinafter referred to as “Guangyi Technology” or “the company”) and Mr. long Changming, the actual controller, received the notice of filing (ZJL Zi 0102021005) and ZJL Zi 0102021006) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on November 5, 2021. The company was suspected of illegal information disclosure The actual controller, Mr. long Changming, is suspected of instigating the company to engage in illegal acts of information disclosure. According to 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, the CSRC decided to file a case against the company and the actual controller, Mr. long Changming. For details, please refer to the announcement on the receipt of notification of filing by the CSRC by the company and its actual controller (Announcement No. 2021092) disclosed by the company on November 8, 2021.
On March 31, 2022, the company and relevant parties received the advance notice of administrative punishment (sjfz [2022] No. 2) issued by Jiangsu securities regulatory bureau of China Securities Regulatory Commission. The main contents are announced as follows:
Guangyi Technology, long Changming, Tong Yan, Xu Jing, Dai Xiaodong, Ren Changzhao, Liu Xiangming, Zhou Youmei, Zhou Weidong, Zhu Yunfei, Qian Weimin, Ge Zijun and Wang Hao:
Guangyi Technology, long Changming and other cases suspected of illegal information disclosure have 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 powers you enjoy.
It is found that you have the following illegal facts:
1、 Guangyi Technology failed to disclose major litigation matters in time in accordance with the regulations
On November 15, 2017, Jiangsu Guangyi Guiren Equity Investment Fund Management Co., Ltd. (hereinafter referred to as “Guangyi Guiren”), the holding subsidiary of Guangyi Technology, and Jiangsu Guangyi Investment Management Co., Ltd. (hereinafter referred to as “Guangyi investment”), the controlling shareholder of Guangyi Technology, signed a partnership agreement with Dongzheng Ronghui Securities Asset Management Co., Ltd. (hereinafter referred to as “Dongzheng Ronghui”), The three parties agreed to jointly contribute to the establishment of Nanjing jienirui technology industry investment partnership (limited partnership). Guangyi Guiren invested 3 million yuan as general partner, Guangyi investment invested 95 million yuan as inferior limited partner, and Dongzheng Ronghui invested 225 million yuan as priority limited partner. Dongzheng Ronghui has the right to give priority to the distributable cash property of the partnership to recover all the paid in capital contributions and realize the priority return on the paid in capital contributions according to the annualized rate of return of 7% (simple interest). On the same day, Guangyi investment signed a repurchase agreement with Dongzheng Ronghui, agreeing that Guangyi investment, as the repurchase party, shall repurchase all priority property shares from Dongzheng Ronghui or implement the obligation of making up the difference in accordance with the provisions of the main contract and repurchase agreement; Guangyi Technology and its actual controller long Changming signed a guarantee agreement with Dongzheng Ronghui, agreeing that Guangyi Technology and long Changming jointly provide irrevocable joint and several liability guarantee for the balance supplement and forward repurchase of Guangyi investment to Dongzheng Ronghui. For the above matters, the company has fulfilled the deliberation and decision-making procedures of the board of directors, the board of supervisors and the general meeting of shareholders and made information disclosure. Because Guangyi investment failed to fulfill its repurchase obligation when it was due, Dongzheng Ronghui filed a lawsuit with Suzhou Municipal People’s Court (hereinafter referred to as “Suzhou intermediate people’s court”) on January 15, 2020, requiring Guangyi Technology, long Changming and other Guangyi investment to pay 213 million yuan of property share repurchase, 5.4966 million yuan of liquidated damages, interest generated from delayed payment of principal and litigation lawyer’s fees to bear joint and several liability for repayment. On February 4, 2020, Suzhou intermediate people’s court accepted the case. On February 19, 2020, long Changming attended the mediation organized by Suzhou intermediate people’s Court on behalf of Guangyi investment and Guangyi Technology, and reached an agreement on the mediation plan with Dongzheng Ronghui, etc. On the same day, Suzhou intermediate people’s Court issued a civil mediation statement. The above litigation constitutes a major litigation. Long Changming, then chairman of Guangyi Technology, attended the online video court session organized by Suzhou intermediate people’s Court on behalf of the company on February 19, 2020. Guangyi Technology shall disclose the above litigation matters no later than February 21, 2020, but Guangyi Technology will not disclose the above major litigation matters until April 8, 2020. The act of Guangyi Technology violates the provisions of Article 63, paragraph 1 and paragraph 2, item 10 of Article 67 of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of 2005), and paragraph 1 of Article 78, paragraph 1 and paragraph 2, item 10 of Article 80 of the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), It constitutes an illegal act mentioned in paragraph 1 of Article 193 of the securities law of 2005 and paragraph 1 of article 197 of the securities law of 2005. Long Changming, the then chairman of the board, directly participated in the lawsuit and knew the relevant situation. He was the person in charge directly responsible for the matter.
2、 Guangyi Technology failed to timely disclose the occupation of non operating funds by related parties after March 1, 2020 in accordance with the regulations
Guangyi investment has been its controlling shareholder since the listing of Guangyi Technology, and long Changming has been its actual controller since the listing of Guangyi Technology. He has served as the chairman of Guangyi Technology since the listing of Guangyi Technology until June 16, 2021. According to item 3 of Article 71 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, hereinafter referred to as the 2007 letter Phi measures), Guangyi investment and long Changming are the affiliates of Guangyi Technology.
Under the organization and instruction of long Changming, Guangyi Technology passed Jiangsu kesqi Energy Technology Co., Ltd., Shanghai mousheng Asset Management Co., Ltd., Jurong NANDA Real Estate Co., Ltd., Taizhou Jianying Power Technology Co., Ltd., Nanjing Pengda Technology Development Co., Ltd. in the name of project bid security, advance payment for equipment procurement, advance payment for engineering material procurement and current account in 2020 Jiangsu Hongxin commerce and Trade Development Co., Ltd. and other intermediaries transferred the funds to the bank accounts of Guangyi investment, long Changming and its creditors, totaling 339 million yuan, of which 276 million yuan occurred after March 1. The above fund allocation constitutes the non operational occupation of Guangyi investment and long Changming’s technology funds, which belongs to related party transactions.
Guangyi Technology failed to disclose the occupation of non operating funds of related parties after March 1, 2020 in time, which violated the provisions of paragraph 1 of Article 78, paragraph 1 and item 3 of paragraph 2 of Article 80 of the securities law, and constituted the illegal situation described in paragraph 1 of article 197 of the securities law.
According to the provisions of paragraphs 1 and 2 of Article 58 of the letter Phi measures in 2007 and Article 15 of the rules for the determination of administrative responsibility for illegal acts of information disclosure, long Changming, as the then chairman, was the person in charge directly responsible for the matter; Tong Yan, as the chief financial officer and Xu Jing, as the vice president in charge of power business at that time, were other personnel directly responsible for the matter. As the actual controller of Guangyi Technology, long Changming organized and directed the above illegal acts, which constituted the illegal acts mentioned in paragraph 1 of article 197 of the securities law.
3、 There are major omissions in Guangyi Technology’s 2020 semi annual report
Guangyi investment and long Changming occupied 289 million yuan of Guangyi Technology Capital in the first half of 2020. Guangyi Technology failed to disclose it in the 2020 semi annual report in accordance with Item 4 of Article 38 of the standards for the content and format of information disclosure by companies offering securities to the public No. 3 (revised in 2017), which violated the provisions of paragraph 2 of Article 78 and Article 79 of the securities law, It constitutes the illegal situation mentioned in paragraph 2 of article 197 of the securities law. According to the provisions of paragraphs 1 and 3 of Article 58 of the letter Phi measures in 2007 and Article 15 of the rules for the determination of administrative responsibility for illegal acts of information disclosure, long Changming, as the then chairman of the board, Tong Yan as the chief financial officer and Dai Xiaodong as the Secretary of the board of directors, was the person in charge directly responsible for the matter. Director Ren Changzhao, then independent directors Liu Xiangming, Zhou Weidong, Zhou Youmei, supervisors Zhu Yunfei and Qian Weimin Ge Zijun, then supervisor, Wang Hao, then vice president, and Xu Jing, then vice president, still signed the company’s 2020 semi annual report when the company had announced that Guangyi investment occupied funds on May 19, 2020. They failed to be diligent and responsible, and were other directly responsible personnel.
The above facts are proved by the relevant announcements of Guangyi Technology, the description of the company, the materials of the three meetings, the inquiry records of relevant personnel, industrial and commercial materials, bank flow, financial vouchers and other evidence.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, our bureau intends to decide: 1. In accordance with the provisions of paragraph 1 of article 197 of the securities law, Guangyi Technology fails to disclose major litigation matters in time and the occupation of non operating funds by related parties;
2. For the illegal acts with major omissions in Guangyi Technology’s 2020 semi annual report, according to Article 197, Article 2 of the Securities Law:
The above penalties are calculated together:
(1) Give a warning to Guangyi Technology and impose a fine of 3 million yuan;
(2) Long Changming was given a warning and fined 4.8 million yuan;
(3) Tong Yan was given a warning and fined 1.2 million yuan;
(4) Give Xu Jing a warning and impose a fine of 700000 yuan;
(5) Give Dai Xiaodong a warning and impose a fine of Shanghai Pudong Development Bank Co.Ltd(600000) yuan;
(6) Ren Changzhao, Liu Xiangming, Zhou Youmei, Zhou Weidong, Zhu Yunfei, Qian Weimin, Ge Zijun and Wang Hao were warned and fined 500000 yuan.
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 request a hearing on the punishment decision to be made by our bureau. 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 relevant power, our bureau will make a formal decision on administrative punishment according to the above facts, reasons and basis.
4、 Other instructions
1. According to the determination of the prior notice of administrative punishment, the company judges that the illegal information disclosure involved in the prior notice of administrative punishment received this time does not touch the situation of major illegal compulsory delisting stipulated in Articles 2, 4 and 5 of the measures for the implementation of major illegal compulsory delisting of listed companies on Shenzhen Stock Exchange and article 10.5.1 of the rules for the listing of GEM stocks on Shenzhen Stock Exchange.
2. 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 decision on administrative punishment issued by Jiangsu securities regulatory bureau. 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.
It is hereby announced.
Elefirst Science & Technology Co.Ltd(300356) board of directors March 31, 2022
