Securities code: Jiangsu Zhongchao Holding Co.Ltd(002471) securities abbreviation: Jiangsu Zhongchao Holding Co.Ltd(002471) Announcement No.: 2022020 Jiangsu Zhongchao Holding Co.Ltd(002471)
Announcement on receiving the notice of administrative punishment and market prohibition
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.
1、 Basic information
Jiangsu Zhongchao Holding Co.Ltd(002471) (hereinafter referred to as the "company") and Mr. Yang Fei, the actual controller of the company, respectively received the notice on filing (No.: Zhengjian Lijian Lijian Zi 0102021008) and notice on filing (No.: Zhengjian Lijian Lijian Zi 0102021009) from China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on November 22, 2021. Because the company and Mr. Yang Fei are suspected of illegal 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. For details, please refer to the announcement on receiving the notice of filing a case from China Securities Regulatory Commission (Announcement No.: 2021118) disclosed by the company on November 23, 2021.
On April 1, 2022, the company received the advance notice of administrative punishment and market entry ban (sjfz [2022] No. 3) issued by Jiangsu regulatory bureau of China Securities Regulatory Commission. The main contents are announced as follows:
Jiangsu Zhongchao Holding Co.Ltd(002471) , Huang Jinguang, Yang Fei, Huang runkai, Zhang Naiming, Yu Lei, pan Zhijuan, Xiao Yu:
Jiangsu Zhongchao Holding Co.Ltd(002471) (hereinafter referred to as Jiangsu Zhongchao Holding Co.Ltd(002471) ) or the company), Huang Jinguang and Yang Fei have been investigated by our bureau. We plan to impose administrative penalties on you and take market entry prohibition measures according to law. We hereby inform you of the illegal facts, reasons and basis on which our bureau intends to impose administrative penalties on you and take market entry prohibition measures, as well as the relevant rights you enjoy.
After investigation, the facts of your suspected violation of the law are as follows:
1、 Jiangsu Zhongchao Holding Co.Ltd(002471) did not disclose the progress of control transfer according to law
On September 20, 2017, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the suspension notice of major events, which disclosed that Jiangsu Zhongchao Investment Group Co., Ltd. (hereinafter referred to as Zhongchao group) was planning to transfer its shares in the company. On the same day, CSL group and Shenzhen xintenghua Asset Management Co., Ltd. (hereinafter referred to as Shenzhen xintenghua) signed the share contract
On October 10, 2017, CSL group and Shenzhen xintenghua signed the share transfer agreement, which agreed that CSL group would transfer its Jiangsu Zhongchao Holding Co.Ltd(002471) shares of 36772 million to Shenzhen xintenghua by means of agreement transfer, accounting for 29% of the total share capital of the company at the time of signing the agreement. The share transfer price was 5.19 yuan / share, and the total transaction price was about 1.908 billion yuan. The share delivery is conducted in two times: the first time is 253.6 million shares (accounting for 20% of the total share capital of the company at the time of signing the agreement), with a total price of about 1.316 billion yuan; the second time is 141.2 million shares (accounting for 9% of the total share capital of the company at the time of signing the agreement), with a total price of about 592 million yuan. On October 11, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on resumption of trading in major matters and the suggestive announcement on the transfer of some shares of the company by controlling shareholders and the proposed change of the company's control right, which disclosed that after the transfer of this agreement, the controlling shareholder of the company will be changed from China super group to Shenzhen xintenghua, and the actual controller will be changed from Yang Fei to Huang Jinguang and Huang Bin.
On December 14, 2017, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on the completion of transfer procedures of some shares of the company transferred by the controlling shareholder of the company through agreement, which disclosed that 253.6 million shares transferred by China super group to Shenzhen xintenghua (accounting for 20% of the total share capital of the company) had gone through the share transfer registration procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on December 11, and the company had received the confirmation of securities transfer registration on December 13. So far, Shenzhen xintenghua has become the largest shareholder of Jiangsu Zhongchao Holding Co.Ltd(002471) company; CSL group holds about 216.6 million shares of the company (accounting for 17.08% of the total share capital of the company), becoming the second largest shareholder of Jiangsu Zhongchao Holding Co.Ltd(002471) the company.
On August 9, August 14, August 28 and August 29, 2018, because Shenzhen xintenghua failed to pay the share transfer payment for the first delivery of shares on schedule, CSL sent four notice letters in writing to Jiangsu Zhongchao Holding Co.Ltd(002471) board of directors, then Secretary of the board of directors Huang runkai and the office of the board of directors, informing the company that Shenzhen xintenghua had constituted a material breach of contract, and CSL decided to terminate the agreement, For the second time, the delivery of the subject shares will not continue, and a notice of termination of the agreement has been sent to Shenzhen xintenghua and Huang Jinguang. 20% of the delivered shares will be resolved through legal channels, requiring Jiangsu Zhongchao Holding Co.Ltd(002471) to fulfill the obligation of information disclosure in a timely manner.
On August 14, 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) did not truthfully disclose the equity transfer dispute between CSL and Shenzhen xintenghua, but issued the progress announcement on equity transfer, disclosing that CSL and Shenzhen xintenghua did not apply to Shenzhen stock exchange for confirmation of the compliance of share transfer for the second delivery of the subject shares because Shenzhen xintenghua had not prepared the relevant equity transfer funds, and the subject shares had not been delivered, The specific delivery period is under negotiation between the two sides. On September 28, 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on receiving the notification letter from shareholders, disclosing the relevant contents of the notification letter received by CSL on August 9 and August 28, 2018. On the same day, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on the arbitration of shareholders of the company, which disclosed that the Shanghai Arbitration Commission had accepted the case of equity dispute between the applicant Zhongchao group and the respondent Shenzhen xintenghua.
In our opinion, in accordance with the provisions of paragraph 1 and paragraph 2, item 8 and item 12 of Article 67 of the securities law of the people's Republic of China (hereinafter referred to as the securities law of 2005), paragraph 1 and item 2, item 8 of Article 30 and Article 32 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, hereinafter referred to as the measures for information disclosure of 2007) promulgated in 2007, Jiangsu Zhongchao Holding Co.Ltd(002471) control transfer is a major event that should be disclosed, and Jiangsu Zhongchao Holding Co.Ltd(002471) also discloses the event and progress according to the requirements of the major event. In accordance with the provisions of Article 63 of the securities law of 2005, item 12 of paragraphs 1 and 2 of Article 67 and articles 2 and 32 of the letter Phi measures of 2007, a listed company shall disclose the progress or changes and possible impact of major events in a true and timely manner after disclosing major events.
CSL group decided to terminate the agreement due to Shenzhen xintenghua's breach of contract, and there were major uncertainties in the transfer of control rights between both parties, which had a significant impact on the investment judgment of investors. Jiangsu Zhongchao Holding Co.Ltd(002471) should announce the above situation two trading days after the first receipt of CSL's notification letter on August 9, 2018, but the company delayed the disclosure to September 28, 2018, which constituted an untimely disclosure; At the same time, Jiangsu Zhongchao Holding Co.Ltd(002471) in the interim announcement on August 14, 2018, it did not truthfully disclose the disputes between the two parties and the real progress of the transfer of the company's control, which constituted a false record. The aforesaid acts shall be punished in accordance with Article 61 of the letter Phi measures of 2007 and paragraph 1 of Article 193 of the securities law of 2005.
Huang Jinguang, the then chairman of the board of directors, was fully responsible for the information disclosure of the company and clearly knew 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 according to law; Huang runkai, then Secretary of the board of directors, was responsible for organizing and coordinating the company's information disclosure 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 provisions in accordance with the law. According to the provisions of paragraphs 1 and 2 of Article 58 of the letter Phi Office law in 2007, the above personnel were the persons in charge directly responsible for the violation of Jiangsu Zhongchao Holding Co.Ltd(002471) above-mentioned information disclosure.
2、 Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose major litigation in time according to law
（1） Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose the guarantee litigation 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 609483100 yuan, accounting for 21.28% of the audited net assets of Jiangsu Zhongchao Holding Co.Ltd(002471) 2017, and Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose in time according to law. On February 28, 2019, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on major litigation, which uniformly disclosed the above litigation. Our bureau believes that the occurrence of the above major litigation (including the cumulative calculation for 12 consecutive months) should be disclosed in time in accordance with the provisions of Article 67, paragraph 1 and paragraph 2, item 10 of the securities law of 2005 and Article 2, paragraph 1 and paragraph 2, item 10 of Article 30 of the letter Phi measures of 2007, but Jiangsu Zhongchao Holding Co.Ltd(002471) did not disclose it according to law, The above acts of the company shall be punished in accordance with Article 61 of the letter Phi measures of 2007 and paragraph 1 of Article 193 of the securities law of 2005.
（2） Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose the dispute litigation of control transfer in time according to law
On December 5, 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) received the response notice served by Wuxi intermediate people's court, and Shenzhen xintenghua sued the company for revoking the resolution of the fourth extraordinary general meeting of shareholders in 2018 made by Jiangsu Zhongchao Holding Co.Ltd(002471) on October 17, 2018, which Jiangsu Zhongchao Holding Co.Ltd(002471) was not disclosed in time according to law. On December 25, 2018, Jiangsu Zhongchao Holding Co.Ltd(002471) issued the announcement on major litigation, disclosing the litigation.
Our bureau believes that according to the provisions of Article 67, paragraph 1 and paragraph 2, item 10 of the securities law of 2005 and Article 2 and Article 30, paragraph 1 and paragraph 2, item 10 of the letter Phi measures of 2007, the major lawsuit is closely related to the dispute over the transfer of Jiangsu Zhongchao Holding Co.Ltd(002471) control right and has a significant impact on the investment decision of investors, so an announcement should be arranged within two trading days after receiving the complaint, However, if Jiangsu Zhongchao Holding Co.Ltd(002471) fails to disclose according to law, the above-mentioned acts of the company shall be punished in accordance with Article 61 of the letter Phi measures in 2007 and paragraph 1 of Article 193 of the securities law in 2005.
Yu Lei, as the chairman of the board, and Zhang Naiming, as the then general manager and Acting Secretary of the board of directors (from October 17, 2018 to January 28, 2019), did not arrange relevant personnel of the company to disclose in time after knowing that there were major lawsuits in the company; In accordance with the provisions of Article 58 of the measures of the board of directors, the person who is directly responsible for the disclosure of information of Pan Zhijuan in the process of litigation in accordance with the provisions of Article 58 of the measures of the board of directors since January 28, 2007 is the person who is directly responsible for the disclosure of information of Pan Zhijuan.
As the actual controller of the company (from October 10, 2018 to now), Yang Fei clearly knew that the company had major litigation and ordered Jiangsu Zhongchao Holding Co.Ltd(002471) not to disclose the major litigation in time, which constituted the situation described in paragraph 3 of Article 193 of the securities law of 2005.
3、 Jiangsu Zhongchao Holding Co.Ltd(002471) 2018 annual report has major omissions
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 companies actually controlled by Huang Jinguang. According to item 3 of Article 71 of the letter Phi measures in 2007, during the period of actual control Jiangsu Zhongchao Holding Co.Ltd(002471) by Huang Jinguang from January to October 10, 2018 Nantong quanen, Chongqing xinyouda and China Guangdong trade are the affiliates of Jiangsu Zhongchao Holding Co.Ltd(002471) .
Under the organization and instigation of Huang Jinguang, the purchase contract signed between Nantong quanen and Chongqing xinyouda and 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 contracts, They raised 20 million yuan and 50 million yuan respectively in March and July 2018. After receiving the factoring financing, 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.
Our bureau believes that after Huang Jinguang occupied the funds of the listed company for non operating purposes, Jiangsu Zhongchao Holding Co.Ltd(002471) failed to disclose in accordance with the provisions of item 6 of Article 66 of the securities law of 2005 and Articles 31 and 40 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 report (revised in 2017), resulting in major omissions in the company's 2018 annual report, It shall be punished in accordance with the provisions of paragraph 1 of Article 193 of the securities law of 2005.
According to the provisions of paragraphs 1 and 3 of Article 58 of the letter Phi measures in 2007, chairman Yu Lei, then general manager Zhang Naiming and then chief financial officer Xiao Yu are the persons in charge who are directly responsible for Jiangsu Zhongchao Holding Co.Ltd(002471) the above acts. As the actual controller of Jiangsu Zhongchao Holding Co.Ltd(002471) at that time, Huang Jinguang is the decision-maker and implementer of capital occupation. Due to his deliberate concealment, there are major omissions in Jiangsu Zhongchao Holding Co.Ltd(002471) 2018 annual report, which constitutes paragraph 3 of Article 193 of the securities law of 2005
