Securities code: Tempus Global Business Service Group Holding Ltd(300178) securities abbreviation: ST tengbang Announcement No.: 2022051 Tempus Global Business Service Group Holding Ltd(300178)
The company and related parties received the notice of China Securities Regulatory Commission
Announcement on the “prior notice of administrative punishment” of Shenzhen regulatory bureau
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as “the company” or “tengbang international”) received the notice of filing a case (No.: Zhengjian Lizheng Lizheng Zi 00720211) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on November 30, 2021. Because the company is suspected of violating laws and regulations in 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. For details, please refer to the announcement on receiving the notice of filing from China Securities Regulatory Commission (Announcement No.: 2021157) disclosed by the company on December 2, 2021. On April 1, 2022, the company and relevant parties received the advance notice of Administrative Punishment [2022] No. 3 issued by Shenzhen regulatory bureau of China Securities Regulatory Commission. The specific contents are as follows:
1、 Main contents of advance notice of administrative punishment
Tempus Global Business Service Group Holding Ltd(300178) , Mr. Zhong Baisheng, Mr. Gu Yong, Ms. Duan Naiqi and Mr. Qiao Hai:
Tempus Global Business Service Group Holding Ltd(300178) (hereinafter referred to as tengbang international or company) has 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 on which our bureau intends to impose administrative punishment, as well as your rights. After investigation, tengbang international is suspected of the following illegal facts:
1、 Failure to disclose related party guarantees in time and in periodic reports
On February 5 and February 21, 2017, tengbang Group Co., Ltd. (hereinafter referred to as tengbang group), the controlling shareholder of tengbang international, successively signed two loan contracts with Zhou Shiping, with the loan principal of 50 million yuan respectively, Shenzhen Qianhai Rongyi microfinance Co., Ltd. (hereinafter referred to as Rongyi), a subsidiary of tengbang international at that time, and Shenzhen tengfutong Electronic Payment Technology Co., Ltd. (hereinafter referred to as tengfutong) jointly provided joint and several guarantees for the above loans with other guarantors.
In July 2018, tengbang Group signed a loan contract with Guangdong, Hong Kong and Macao Dawan Industrial Finance Investment Co., Ltd., which agreed to borrow 300 million yuan. Tengbang international stamped the official seal on the guarantee contract to provide joint guarantee for the above loan matters. In November 2018, tengbang group returned the loan principal of 300 million yuan.
In August 2018, tengbang Group signed the loan contract with Shenzhen Mengcheng Investment Consulting Co., Ltd., with the loan amount of 29.55 million yuan. Tengbang international, as the guarantor, stamped the official seal on the guarantee letter to provide joint guarantee for the above loans of tengbang group.
In October 2018, tengbang Group signed a loan contract with huashanghui supply chain management (Guangzhou) Co., Ltd. (hereinafter referred to as huashanghui), which agreed to borrow 300 million yuan. Tengbang international stamped the official seal on the guarantee contract to provide joint guarantee for the above loans of tengbang group.
In April 2019, tengbang group, Zhong Baisheng, Shi Jin and tengbang international signed the loan and guarantee contract with Shenzhen tengdafei Information Consulting Co., Ltd. (hereinafter referred to as tengdafei). Tengbang group borrowed 47 million yuan from tengdafei. Tengbang international, as one of the guarantors, stamped the official seal on the above loan and guarantee contract to provide joint guarantee for the loan.
According to the provisions of paragraph 1, paragraph 2, item 3 of Article 67 of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of 2005) revised in 2005 and paragraph 1, paragraph 2, item 3 and item 17 of Article 30 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 40), tengbang International shall timely disclose the matters it has signed the guarantee contract and provided guarantee to the controlling shareholders, However, the company did not disclose it in time. The 2018 annual report of tengbang International did not disclose the amount of guarantee provided to related parties of 629.55 million yuan, and the balance of guarantee provided to related parties of 429.55 million yuan, accounting for 13.39% of the company’s audited net assets in the current period; The 2019 annual report did not disclose the amount of guarantee provided to related parties of 47 million yuan and the balance of guarantee provided to related parties of 476.55 million yuan, accounting for 35.49% of the current net assets publicly disclosed by the company.
According to paragraph 2 of Article 41 of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual reports (CSRC announcement [2017] No. 17, hereinafter referred to as the standards for the content and format of annual reports), tengbang International shall disclose the above related guarantee matters and corresponding balance in relevant periodic reports, However, the company did not disclose it in the 2018 annual report and 2019 annual report, resulting in major omissions in relevant periodic reports.
2、 Failure to disclose major litigation and arbitration in periodic reports
In the second half of 2019, Zhou Shiping filed two arbitrations on the aforementioned loans and guarantees, requesting tengbang group to pay off the principal and interest of the loan, and Rongyi and tengfutong shall bear joint and several liability for repayment; Huabang group filed a lawsuit to pay off the principal and interest of the borrower and assumed joint and several liability. The 2019 annual report of tengbang International did not disclose the above litigation and arbitration matters related to guarantee, involving a total amount of RMB 400 million, accounting for 29.79% of the current net assets publicly disclosed by the company.
According to Article 36 of the standards for the content and format of annual reports, tengbang international should disclose the above major litigation and arbitration matters in the relevant periodic reports, but the company did not disclose them in the 2019 annual report, resulting in major omissions in the 2019 annual report.
3、 Failure to disclose the occupation of non operating funds by the controlling shareholder in time and in the periodic report
In 2018, tengbang group borrowed 185.44 million yuan from Rongyi customers for tengbang group’s capital turnover. The above capital sources are small loans issued by Rongyi Tengbang group indirectly used the small loan funds issued by Rongyi to form capital occupation. By the end of 2018, the balance of non operating funds occupied by tengbang group for tengbang international was 185.44 million yuan, accounting for 6.36% of the latest audited net assets of tengbang international. According to Article 48 of the measures for the administration of information disclosure of listed companies, tengbang International shall disclose the related party transaction in time. At the same time, according to the provisions of Article 31 and item 4 of Article 40 of the standards for the content and format of annual reports, the company shall also disclose the above non operating capital occupation of related party transactions in the 2018 annual report.
However, tengbang international neither fulfilled its interim reporting obligations in time, nor disclosed it in the 2018 annual report as required.
The above illegal facts are proved by loan contracts, guarantee contracts, litigation and arbitration legal documents, loan execution orders, bank receipts, information statements, records of inquiries of relevant parties, relevant announcements and other evidence.
Our bureau believes that there are major omissions in the 2018 annual report and 2019 annual report disclosed by tengbang international, as well as the failure to disclose major events in time, which violates Article 63, item 6 of Article 66, item 3 of paragraphs 1 and 2 of Article 67 of the securities law of 2005, and paragraph 2 of Article 78 of the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The provisions of Article 79 constitute the circumstances described in paragraph 1 of Article 193 of the securities law of 2005 and paragraph 2 of article 197 of the securities law of 2005.
Zhong Baisheng, as the chairman of tengbang international at that time, decided and implemented the illegal guarantee of the company and the occupation of funds by the controlling shareholder. As the legal representative or co guarantor of tengbang international, he signed the external guarantee contract to know the relevant guarantee matters, learned the litigation and arbitration related to the above guarantee during the period of acting as the Secretary of the board of directors, approved and agreed to facilitate the external issuance of small loans and the inter-bank lending of funds of tengbang group, Knowing that there are major omissions in the relevant periodic reports, he still voted in favour of the 2018 annual report and the 2019 annual report, and failed to be diligent and responsible. He is the person in charge directly responsible for the above violations of the company.
Gu Yong served as the deputy general manager and chief financial officer of tengbang international. As the handler, he participated in the guarantee provided by tengbang international subsidiary for tengbang group’s loan from Zhou Shiping, signed the guarantee contract as the co guarantor, and learned that Zhou Shiping filed an arbitration matter, approved and agreed to finance bank’s external issuance of small loans. He voted in favour when reviewing the 2018 annual report and the 2019 annual report, but failed to exercise due diligence, He is the person in charge directly responsible for major omissions and failure to disclose relevant major events in the company’s 2018 annual report and 2019 annual report.
Duan Naiqi was the vice chairman and CEO of tengbang international at that time. He participated in and learned about the guarantee provided by tengbang international for tengbang group’s loan to tengdafei, knew about the relevant litigation and arbitration, and knew that there were major omissions in the relevant periodic report. He still voted in favor when reviewing the 2019 annual report without diligence and responsibility. He was the person in charge directly responsible for the major omissions and failure to disclose relevant major events in the 2019 annual report of the company.
At that time, Qiao Hai was the director and general manager of tengbang international and the legal representative of tengfutong. He participated in and learned that tengfutong provided guarantee for tengbang group’s loan from Zhou Shiping and tengbang International provided guarantee for tengbang group’s loan from tengdafei. He voted in favor when deliberating the 2018 annual report and failed to be diligent and responsible. He was the person in charge directly responsible for the major omissions and failure to disclose relevant major events in the 2018 annual report of the company.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in accordance with the provisions of paragraph 1 of Article 193 of the securities law of 2005 and paragraph 2 of article 197 of the securities law, our bureau intends to make the following decisions:
1、 Give a warning to Tempus Global Business Service Group Holding Ltd(300178) and impose a fine of 1 million yuan; 2、 Give a warning to Zhong Baisheng and impose a fine of 1 million yuan;
3、 Gu Yong was given a warning and fined 700000 yuan;
4、 Duan Naiqi was given a warning and fined Shanghai Pudong Development Bank Co.Ltd(600000) yuan;
5、 Qiao Hai was warned and fined 100000 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 measures for securities and futures violations and the administrative punishment hearing rules of the China Securities Regulatory Commission, you have the right to state, defend and request a hearing on the administrative punishment to be imposed on you 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 right of statement, defense and hearing, our bureau will make a formal decision on administrative punishment according to the above facts, reasons and basis.
2、 Possible impact on the company and risk tips
1. According to the situation identified in the prior notice of administrative punishment, the company judges that the information disclosure violations involved in the prior notice of administrative punishment received this time do 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 in Shenzhen Stock Exchange and article 10.5.1 of the GEM Listing Rules of Shenzhen Stock Exchange.
2. The current production and operation of the company is normal, and the above matters have no other impact on the production and operation of the company. 3. The company will disclose relevant information in time after receiving the formal punishment decision. All information of the company shall be subject to the information disclosed on cninfo, the gem information disclosure website designated by China Securities Regulatory Commission. Please pay attention to the company’s announcement and pay attention to investment risks.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
April 1, 2022
