Securities code: 300586 securities abbreviation: Malion New Materials Co.Ltd(300586) Announcement No.: 2022-011 bond Code: 123057 bond abbreviation: Meilian convertible bond
Malion New Materials Co.Ltd(300586)
Announcement on the receipt by the company and relevant personnel of the decision on administrative supervision measures of Guangdong regulatory bureau of China Securities Regulatory Commission
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.
Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company” or ” Malion New Materials Co.Ltd(300586) “) received the decision on administrative supervision measures (No. [2022] 5) on Issuing warning letters to Malion New Materials Co.Ltd(300586) , Huang Weishan, Zhang Chaoyi, Duan Wenyong, Zhuo Shubiao, Jiang Jin and Yi Dongsheng issued by Guangdong regulatory bureau of China Securities Regulatory Commission on January 13, 2022. The relevant contents are hereby announced as follows:
1、 Specific contents of the decision on administrative supervision measures
Through the on-site inspection by Guangdong regulatory bureau, it is found that the company has the following violations:
1. It did not disclose that large deposits were pledged and provided guarantee for the actual controller in violation of regulations.
Malion New Materials Co.Ltd(300586) in April 2018, a certificate of deposit of RMB 122 million was opened in Zhuhai Nanping sub branch of Xiamen International Bank and pledged to Zhuhai branch of Xiamen International Bank to provide guarantee for the third party’s RMB 120 million loan in Zhuhai branch of Xiamen International Bank. The loan fund of RMB 120 million finally flowed into the personal bank account of Huang Weishan, the actual controller of the company, In essence, the company provided guarantee for the bank financing of the actual controller in violation of regulations, and the relevant pledge and guarantee were not released until the time deposit expired in October 2018, involving an amount of 120 million yuan. Malion New Materials Co.Ltd(300586) failed to perform the review procedures for the above guarantee matters, nor timely disclosed the pledge of relevant deposits and the provision of guarantee to the outside world, in violation of articles 2, 30 and 48 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
2. Related party transactions were not reviewed and disclosed in time.
According to the investigation, the following illegal related party transactions occurred in Malion New Materials Co.Ltd(300586) in recent years: first, from April 2019 to January 2020, Malion New Materials Co.Ltd(300586) subsidiary Yingchuang Sanzheng (Yingkou) Fine Chemical Co., Ltd. (hereinafter referred to as Yingchuang Sanzheng) transferred seven bank acceptance bills with a total amount of 35.9968 million yuan to the related party Yingkou Yingxin Chemical Technology Co., Ltd. (hereinafter referred to as Yingxin Technology), Yingxin technology paid the face value of the above bank acceptance bill to Yingchuang Sanzheng in the form of bank deposit. Second, from March 22, 2019 to August 28, 2019, Malion New Materials Co.Ltd(300586) purchased 34.96 million yuan of liquid ammonia and sodium cyanide from the related party Yingkou Derui Chemical Co., Ltd. (hereinafter referred to as Derui chemical), sold 10.3 million yuan of liquid alkali and hydrogen, and the two-way related party transaction amount was 45.26 million yuan. Third, Malion New Materials Co.Ltd(300586) during the period from 2017 to 2020, a total of 395 million yuan of bank loans were transferred to Shantou Fuwang materials import and Export Co., Ltd. (hereinafter referred to as Fuwang materials), and then through Shantou Jintai Enterprise Management Consulting Co., Ltd. (hereinafter referred to as Shantou Jintai), which is controlled by Huang Weishan, the actual controller of the company Shantou Chuangyuan Enterprise Management Consulting Co., Ltd. (hereinafter referred to as Shantou Chuangyuan) transferred back to the company’s account, and the funds stayed in Shantou Jintai and Shantou Chuangyuan accounts for a short time. Malion New Materials Co.Ltd(300586) failed to timely perform the review procedures and disclose the above related party transactions. The above-mentioned acts violate articles 2 and 48 of the measures for the administration of information disclosure of listed companies.
3. The use and management of raised funds are not standardized.
Malion New Materials Co.Ltd(300586) in 2016, it made an initial public offering and raised 223 million yuan. It was disclosed that it was planned to be used for the construction of projects such as “industrialization of medium and high-end White Masterbatch” and “industrialization of medium and high-end black masterbatch”. After investigation, the company used the raised funds of RMB 1.66 million to buy a high-end car for the chairman of the company in December 2017 and RMB 310000 to buy a car for the Secretary of the company in July 2018 without fulfilling the relevant approval procedures and disclosure obligations. The above expenses do not belong to the scope of use of the raised funds. The above acts of the company violate Article 2 of the measures for the administration of information disclosure of listed companies and Articles 5 and 11 of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
4. Financial accounting is not standardized.
First, by the end of 2020, Malion New Materials Co.Ltd(300586) the total cost of products stored in the customer’s warehouse was 4.92 million yuan, which belonged to issued goods, but the company still accounted them in “inventory goods”. Second, Malion New Materials Co.Ltd(300586) will cooperate with Shantou Jintai The 395 million yuan related capital transactions of Shantou Chuangyuan and other companies were concentrated in the accounting of the capital transaction subject “other payables” with Fuwang materials, resulting in inaccurate accounting of the capital transaction amount between the company and Fuwang materials, Shantou Jintai, Shantou Chuangyuan and other companies. The company’s financial accounting was not standardized, and the relevant financial information disclosure was inaccurate, in violation of the administrative measures for information disclosure of listed companies Article 2 relevant provisions such as articles 5 and 12 of the accounting standards for business enterprises – Basic Standards and Article 10 of the accounting standards for Business Enterprises No. 36 – disclosure of related parties.
5. The goodwill impairment test is not standardized.
First, in Malion New Materials Co.Ltd(300586) 2020, the recoverable value of the asset group related to the three levy on business creation was evaluated. Only the IB national debt project was selected to calculate and determine the risk-free rate of return. Compared with the types of national debt calculated and determined in the previous year, there were significant changes in the risk-free rate of return. The company did not disclose the changes of the above key parameters and the basis for determination. Second, Malion New Materials Co.Ltd(300586) at the end of 2019, the actual predicted future annual revenue data in the evaluation report related to goodwill impairment test is inconsistent with the revenue forecast analysis process. Third, the annual report of Malion New Materials Co.Ltd(300586) 2019 disclosed that the revenue growth rate of the relevant asset groups of business creation and three levy from 2020 to 2024 was inconsistent with the actual forecast growth rate. The above behavior of Malion New Materials Co.Ltd(300586) violates Article 2 of the measures for the administration of information disclosure of listed companies and Article 9 of the accounting standards for Business Enterprises No. 8 – asset impairment.
Malion New Materials Co.Ltd(300586) Huang Weishan, chairman of the board of directors, Zhang Chaoyi, general manager, Duan Wenyong, Secretary of the board of directors, Zhuo Shubiao, then chief financial officer, Jiang Jin, then deputy chief financial officer, and Yi Dongsheng, then chief financial officer, failed to perform their duties of diligence in accordance with Article 3 of the measures for the administration of information disclosure of listed companies, and were mainly responsible for the above violations of the company. Among them, Huang Weishan and Zhang Chaoyi are mainly responsible for all the above violations, Duan Wenyong is mainly responsible for the above violations from item 1 to item 3, Zhuo Shubiao is mainly responsible for the above violations from item 1 to Item 4, and Jiang Jin and Yi Dongsheng are mainly responsible for the above violations from item 2, item 4 and item 5.
According to Article 59 of the measures for the administration of information disclosure of listed companies, our bureau has decided to take administrative supervision measures to issue warning letters to Malion New Materials Co.Ltd(300586) , Huang Weishan, Zhang Chaoyi, Duan Wenyong, Zhuo Shubiao, Jiang Jin and Yi Dongsheng. You should earnestly draw lessons, earnestly strengthen the study of securities laws and regulations, and perform your duties in accordance with laws and regulations. At the same time, the company shall conduct internal accountability for relevant responsible personnel, submit rectification report and internal accountability report to the Bureau within 30 days after receiving this decision, and copy to Shenzhen Stock Exchange.
If you are not satisfied with these supervision and management measures, you can apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receiving this decision; It may also bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving this decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended.
2、 Other relevant instructions
1. After receiving the above decision on administrative supervision measures, the company and relevant responsible persons attach great importance to the problems pointed out in the decision and will submit relevant materials to the regulatory authority within the specified time limit in strict accordance with the requirements of Guangdong regulatory authority.
2. The company will strengthen the study of securities laws and regulations by shareholders, directors, supervisors, senior managers and other relevant personnel holding more than 5% shares, enhance compliance awareness, improve corporate governance, strengthen internal control, enhance standardized operation awareness, and avoid the recurrence of such events.
3. The administrative supervision measures will not affect the company’s normal production, operation and management activities. The company will continue to perform the obligation of information disclosure in strict accordance with relevant regulatory requirements and laws and regulations.
3、 Documents for future reference
Decision on administrative supervision measures ([2022] No. 5).
It is hereby announced.
Malion New Materials Co.Ltd(300586) board of directors January 14, 2022
