Five months later, Jiangsu Zhongchao Holding Co.Ltd(002471) ( Jiangsu Zhongchao Holding Co.Ltd(002471) ) was filed by the CSRC for investigation and ushered in the “grand finale”.
On April 5, Jiangsu Zhongchao Holding Co.Ltd(002471) announced that it had received the advance notice of administrative punishment and market entry prohibition issued by Jiangsu securities regulatory bureau. Huang Jinguang, the former chairman and actual controller, led, decided to occupy funds, failed to disclose the progress of the transfer of control according to law, concealed the relationship with relevant companies and failed to fulfill the obligation of information disclosure. Jiangsu securities regulatory bureau plans to decide to prohibit Huang Jinguang from entering the securities market for five years. The other party involved, Yang Fei, the Jiangsu Zhongchao Holding Co.Ltd(002471) actual controller, and others are to be punished with warning and fine.
failure to disclose equity disputes in time
On November 22, 2021, Jiangsu Zhongchao Holding Co.Ltd(002471) disclosure announced that the company and the actual controller Yang Fei received the notice of filing a case from the CSRC respectively. Yang Fei forwarded the above announcement that night and responded: “this matter occurred in 2018, mainly because the original major shareholder’s illegal guarantee and factoring business was not disclosed in time. Jiangsu securities regulatory bureau has been investigating the company since June 2021, and it has basically ended. According to the procedure, recently received the investigation notice from the CSRC, and it is estimated that the case will be closed in the near future.”
In an interview with the reporter of E company, he emphasized the above contents again and hoped to clarify through the media, “many people called, which was the original thing, and the legal representative at that time was Huang Jinguang.”
Now, Yang Fei’s above statement has been confirmed. Jiangsu securities regulatory bureau pointed out that in October 2017, China Super Group signed Jiangsu Zhongchao Holding Co.Ltd(002471) equity transfer agreement with Shenzhen xintenghua, which plans to transfer 29% of its equity to xintenghua at a transfer price of 1.908 billion yuan. After receiving part of the transfer money, CSL delivered 20% of the equity of the listed company to Shenzhen xintenghua according to the contract. Meanwhile, the legal representative and actual controller of Jiangsu Zhongchao Holding Co.Ltd(002471) were changed from Yang Fei to Huang Jinguang and Huang Bin. Shenzhen xintenghua became the largest shareholder of Jiangsu Zhongchao Holding Co.Ltd(002471) company. The shareholding ratio of CSL group decreased to 17.08%, becoming Jiangsu Zhongchao Holding Co.Ltd(002471) the second largest shareholder.
However, after obtaining the actual control of the listed company, Huang Jinguang and Shenzhen xintenghua did not pay the balance of the first phase of share transfer as scheduled, and China super group immediately announced the termination of the cooperation of “gambling shell selling”. However, Jiangsu Zhongchao Holding Co.Ltd(002471) , which was under the actual control of Huang Jinguang at that time, did not truthfully disclose the above matters.
Jiangsu Securities Regulatory Bureau believes that Huang Jinguang, the then chairman of the board, was fully responsible for the company’s information disclosure and was clearly aware that there was significant uncertainty in the transfer of control rights between the two parties when Shenzhen xintenghua had constituted a material breach of contract, but did not arrange relevant personnel of the company to disclose information in accordance with the law; Huang runkai, then Secretary of the board of directors, was responsible for organizing and coordinating the company’s information disclosure affairs and handling the information disclosure of listed companies. After learning of the equity transfer dispute between China super group and Shenzhen xintenghua, he failed to organize the disclosure in accordance with the law. The above personnel were the persons in charge who were directly responsible for the Jiangsu Zhongchao Holding Co.Ltd(002471) above-mentioned illegal acts of information disclosure.
Huang Jinguang has occupied funds and other behaviors
Moreover, Jiangsu Zhongchao Holding Co.Ltd(002471) there are still major lawsuits that have not been disclosed in time according to law.
From July to August 2018, Huang Jinguang, then chairman and actual controller, provided guarantees for multiple debts of himself, related parties and other related parties in the name of Jiangsu Zhongchao Holding Co.Ltd(002471) Jiangsu Zhongchao Holding Co.Ltd(002471) . From September to December 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) received 28 civil lawsuits filed by 6 plaintiffs including Jieyang Yonghui microfinance Co., Ltd., Chen Weili and Lin Hongyong to the court for the aforesaid external guarantee matters of Huang Jinguang, involving a total amount of 609 million yuan, accounting for 21.28% of the audited net assets of Jiangsu Zhongchao Holding Co.Ltd(002471) 2017, Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose in time according to law. Until February 28, 2019, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on major litigation, which uniformly disclosed the above litigation.
At the same time, there are also major omissions in Jiangsu Zhongchao Holding Co.Ltd(002471) 2018 annual report. Jiangsu securities regulatory bureau pointed out that Nantong quanen Trading Co., Ltd. (hereinafter referred to as Nantong quanen), Chongqing xinyouda Daily Chemical Co., Ltd. (hereinafter referred to as Chongqing xinyouda) and Jieyang airport Zhongguang Trading Co., Ltd. (hereinafter referred to as Zhongguang trading) are all companies actually controlled by Huang Jinguang.
Under the instigation of Huang Jinguang’s organization, the purchase contract signed by Nantong quanen and Chongqing xinyouda with Jiangsu Zhongchao Holding Co.Ltd(002471) had no real transaction background, and they carried out commercial factoring business with the help of the false purchase contract to finance funds for Huang Jinguang’s occupation. The details are as follows: from March to may 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) signed raw material procurement contracts with Nantong quanen and Chongqing xinyouda. Nantong quanen and Chongqing xinyouda carried out commercial factoring business in Jiangsu Jinghua Shanyi commercial factoring Co., Ltd. (hereinafter referred to as Jinghua Shanyi) and Haier financial factoring (Chongqing) Co., Ltd. (hereinafter referred to as Haier factoring) through the above procurement contract. They raised 20 million yuan and 50 million yuan respectively in March and July 2018. After receiving the factoring financing funds, they immediately transferred 1995 million yuan and 49.79 million yuan to China Guangdong trade.
The above fund allocation constitutes Huang Jinguang’s non operational occupation of Jiangsu Zhongchao Holding Co.Ltd(002471) funds and belongs to related party transactions. In September 2018 and April 2019, Jiangsu Zhongchao Holding Co.Ltd(002471) was sued by Jinghua Shanyi and Haier factoring respectively for the above factoring business, and assumed the principal, interest and lawyer’s fees of the factoring payment on behalf of Huang Jingguang, totaling 744886 million yuan. Up to now, Huang Jinguang has not returned the above funds to Jiangsu Zhongchao Holding Co.Ltd(002471) company.
to be banned from the market for 5 years
Jiangsu Securities Regulatory Bureau believes that Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose relevant laws and regulations after Huang Jinguang occupied the funds of the listed company for non operation, resulting in major omissions in the company’s 2018 annual report. Chairman Yu Lei, then general manager Zhang Naiming and then chief financial officer Xiao Yu are the persons in charge of Jiangsu Zhongchao Holding Co.Ltd(002471) above behaviors.
As the actual controller of Jiangsu Zhongchao Holding Co.Ltd(002471) at that time, Huang Jinguang was the decision-maker and implementer of fund occupation. Due to his deliberate concealment, there were major omissions in Jiangsu Zhongchao Holding Co.Ltd(002471) 2018 annual report.
Jiangsu Securities Regulatory Bureau hereby decides to order Jiangsu Zhongchao Holding Co.Ltd(002471) to make corrections, give a warning and impose a fine of 500000 yuan. Huang Jinguang shall be given a warning and fined 900000 yuan, including Shanghai Pudong Development Bank Co.Ltd(600000) yuan as the actual controller and 300000 yuan as the chairman of Jiangsu Zhongchao Holding Co.Ltd(002471) at that time. Yang Fei was given a warning and fined 300000 yuan. In addition, several board members and senior executives of the company were warned and fined.
Jiangsu securities regulatory bureau also pointed out that as the then chairman and actual controller, Huang Jinguang led and made decisions on matters such as the occupation of funds and the failure to disclose the progress of the transfer of control according to law, concealed the relationship with relevant companies and failed to fulfill the obligation of information disclosure. The illegal behavior is serious. Jiangsu securities regulatory bureau plans to decide to take five-year measures to prohibit Huang Jinguang from entering the securities market.
