Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Announcement No.: 2022010
Bond Code: 128039 bond abbreviation: Sanli convertible bond
About the securities regulatory authorities and stock exchanges
Announcement of regulatory measures or 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.
Sanlux Co.Ltd(002224) (hereinafter referred to as “the company”) has continuously improved the corporate governance structure, established and improved the internal control system, standardized the company’s operation and promoted the sustainable, stable and healthy development of the company in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations as well as the relevant provisions and requirements of the articles of association since its listing.
In view of the company’s plan to issue RMB ordinary shares in a non-public manner, according to the requirements of relevant laws and regulations, the company now explains the punishment or regulatory measures taken by the securities regulatory authorities and the exchange in the past five years and the rectification as follows:
1、 Punishment by securities regulatory authorities in the last five years
The company has not been punished by the securities regulatory authority in the past five years.
2、 Regulatory measures taken by securities regulatory authorities and exchanges in the past five years
Through self inspection, the company has been issued a warning letter once by the securities regulatory department and criticized once by the Shenzhen Stock Exchange in the past five years. The details are as follows:
(I) decision on giving notice of criticism to Sanlux Co.Ltd(002224) and relevant parties (SZS [2020] No. 1003)
On November 3, 2020, the company received the notice on investment in Sanlux Co.Ltd(002224) shares issued by Shenzhen Stock Exchange
Decision of the Company Limited and relevant parties to give notice of criticism (SZS [2020] No. 1003) (in Chinese)
Hereinafter referred to as “punishment decision”). For the actual controller of the company from October 2018 to may 2020
During the period, the following regulatory measures were taken for the non operational occupation of the company’s funds by means of investment and advance project payment: the company was given the punishment of circular criticism, and Wu qiongying, one of the actual controllers, chairman and general manager of the company, Wu Peisheng, one of the actual controllers and director, and Guo Lijun, then chief financial officer, were given the punishment of circular criticism.
(II) decision on Issuing warning letter to Sanlux Co.Ltd(002224) and relevant personnel ([2020] No. 69)
On August 17, 2020, the company received the decision on Issuing warning letter to Sanlux Co.Ltd(002224) and relevant personnel issued by Zhejiang regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Zhejiang securities regulatory bureau”) ([2020] No. 69) (hereinafter referred to as “warning letter”). The following regulatory measures are made for the non operational occupation of the company’s funds by the actual controller of the company through investment, advance project payment and other means from October 2018 to may 2020: the company, Wu Peisheng, Wu qiongying and Guo Lijun are respectively subject to the supervision and management measures of issuing warning letters.
The company has taken the following corrective measures against the violations of the company and relevant personnel pointed out in the above punishment decision and warning letter:
1. Recovery of funds occupied by related parties
As of May 27, 2020, the occupier of relevant funds has returned the occupied funds to the company and paid interest (calculated according to the one-year bank loan interest rate).
2. Perform approval and disclosure procedures
In view of the above-mentioned occupation of non operating funds, the company has held the 32nd meeting of the sixth board of directors and the 2019 annual general meeting of shareholders to consider and adopt the proposal on the occupation of funds by controlling shareholders and other related parties, and disclosed the suggestive announcement on the company’s self inspection of the occupation of non operating funds by related parties of controlling shareholders, the opinions of independent directors and relevant board of directors on the designated information disclosure platform Resolutions of the general meeting of shareholders. 3. The main responsible persons shall be held seriously accountable and required to strengthen the study of laws and regulations
The board of directors and the board of supervisors of the company have held relevant responsible persons seriously accountable. The actual controller has recognized the seriousness of the above violations and took the initiative to take measures to solve the occupation of funds.
4. Revise the articles of association and relevant internal control management system to strengthen the control environment
Aware of the seriousness of the above-mentioned violations, the company further revised and improved the internal control systems such as the articles of association, the management system of raised funds, the management system of foreign investment, the authorization management system, the provisions on the management of capital exchanges and external guarantees with related parties, and the system to prevent major shareholders and related parties from occupying the company’s funds in June 2020. Secondly, the company strengthened the management of the approval procedures for the use of funds, starting from the source of the business department, the financial department strictly checked the implementation, and strengthened the review and internal supervision to prevent the company’s funds from being occupied in violation of regulations in multiple dimensions. Thirdly, strengthen the supervision of the violations of controlling shareholders and actual controllers, form supervision pressure and reduce the impulse of relevant personnel to violate the internal control system. Finally, to strengthen the management of the use of raised funds, we must strictly abide by the company’s fund management system and the raised funds management system.
5. Strengthen the study of laws and regulations, strengthen the implementation of internal functions of the company, pay attention to the supervisory role of independent directors and the board of supervisors, and pay attention to the improvement suggestions of intermediaries
The company organized the actual controllers, directors, supervisors, senior managers, Secretary of the board of directors, employees of the securities department and the financial department to study the securities law, the stock listing rules, the governance standards of listed companies and other relevant laws, regulations and normative documents related to standardized operation, strengthen education and training, strengthen prevention awareness and prevent similar problems from happening again.
In addition to the above circumstances, the company has not been subject to other regulatory measures taken by the securities regulatory authorities and exchanges in the past five years.
It is hereby announced.
Sanlux Co.Ltd(002224) board of directors April 16, 2002
