Securities code: Zibo Qixiang Tengda Chemical Co.Ltd(002408) securities abbreviation: Zibo Qixiang Tengda Chemical Co.Ltd(002408) Announcement No.: 2022063 bond Code: 128128 bond abbreviation: Qi Xiangzhuan 2
Zibo Qixiang Tengda Chemical Co.Ltd(002408)
Decision on ordering Shandong Securities Regulatory Bureau to correct administrative supervision measures
Rectification report
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.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) (hereinafter referred to as "the company") published the announcement on receiving the decision on administrative supervision measures (Announcement No.: 2022027) on the designated information disclosure media on April 23, 2022. According to the regulatory requirements of the decision on administrative regulatory measures of Shandong Securities Regulatory Bureau of China Securities Regulatory Commission (hereinafter referred to as "Shandong Securities Regulatory Bureau") ([2022] No. 21 and [2022] No. 22), the decision to order the company to take corrective measures and the decision to issue a warning letter to 8 responsible persons such as Mr. Che Chengju, chairman of the company, require the company to rectify the problems found in the on-site inspection. On April 25, 2022, the company published the supplementary announcement on the use of raised funds and external guarantees on the designated information disclosure media (Announcement No.: 2022028).
After receiving the decision on administrative supervision measures, the company attached great importance to the problems raised in the decision on administrative supervision measures, deeply analyzed the existing problems of the company according to relevant laws and regulations, and made timely rectification. In the process of rectification, it combed and analyzed in strict accordance with relevant laws, regulations, normative documents and the company's internal management system, actively found out the causes of the problems, clarified the rectification plan one by one, determined the person responsible for the rectification, and submitted the rectification report to Shandong Securities Regulatory Bureau within the specified time limit. The fifth interim meeting of the 17th board of supervisors has reviewed and approved the rectification report as follows:
1、 The disclosure of the actual use of the raised funds does not meet the requirements of authenticity, accuracy and completeness.
At the beginning of November 2020, your company purchased financial products with the raised fund of 500 million yuan, which was actually deposited in the certificate of deposit, and used the certificate of deposit to provide pledge guarantee for the bank acceptance business of Guangzhou Puzhen Industry Co., Ltd. On April 27, 2021, the pledge of the above funds was lifted and transferred back to the special account for raised funds together with relevant interest. The above 500 million yuan is actually used for pledge. Your company disclosed the use of the raised funds as cash management in the announcement on the progress of cash management with idle raised funds (2020106) and the special report on the storage and use of raised funds in 2020 (2021027), and purchased the "company's red cotton financial management - 272 day RMB bond plan", It fails to truthfully disclose the fact that it is actually used for pledge in violation of regulations. Your company has violated the provisions of paragraph 1 of Article 2, paragraph 2 of Article 30 and paragraph 21 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 40, hereinafter referred to as the measures), paragraph 2 of Article 7 and paragraph 1 of Article 11 of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2012] No. 44).
Rectification measures:
In accordance with the relevant provisions of the measures for the administration of information disclosure of listed companies and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the company made a correction announcement on the 2020 annual report and relevant announcements, and disclosed them in the 2021 annual report and relevant announcements. For details, see the company on April 25, 2022, April 29, 2022 Relevant announcements published on the designated information disclosure media on May 21, 2022.
The company has organized directors, supervisors, senior managers and relevant responsible persons to participate in the training organized by the regulatory authorities, and organized the study of laws, regulations and internal regulations such as the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, so as to strengthen the compliance awareness of internal control and key personnel, Strengthen the management of the use of raised funds, ensure the compliant use of raised funds, improve the quality of the company's information disclosure, and ensure the authenticity, accuracy and integrity of information disclosure.
Responsible persons for rectification: Che Chengju, chairman and general manager, Zhu zhenmao, director, Chen Hui, Han Gang, then director, fan Jiayu, director, Li Chanjuan, Secretary of the board of directors, Zhang Jun
Rectification: the rectification has been completed and the company will strictly implement it according to relevant requirements.
2、 The external guarantee was not disclosed in time or in the 2020 annual report
At the beginning of November 2020, your company purchased financial products with the raised fund of 500 million yuan, which was actually deposited in the certificate of deposit, and used the certificate of deposit to provide pledge guarantee for the bank acceptance business of Guangzhou Puzhen Industry Co., Ltd. On April 27, 2021, the pledge of the above funds was lifted and transferred back to the special account for raised funds together with relevant interest. The external guarantee was not disclosed in time or in the 2020 annual report. Your company has violated paragraph 1 of Article 2, item 10 of Article 21, item 21 of paragraph 2 of Article 30 of the measures and item 2 of Article 41, item 2 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) (CSRC announcement [2017] No. 17) The provisions of item 5 of Article 1 of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120).
Rectification measures:
In accordance with the relevant provisions of the measures for the administration of information disclosure by listed companies, 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, and the notice on regulating the external guarantee behavior of listed companies, the company made corrections to the 2020 annual report and relevant announcements, and disclosed them in the 2021 annual report and relevant announcements, For details, please refer to the relevant announcements published by the company on the designated information disclosure media on April 25, 2022, April 29, 2022 and May 21, 2022 respectively.
In order to further strengthen the understanding of the decision-making level on the importance of standardized operation of listed companies, the company organized the key minority of directors, supervisors and relevant personnel to study relevant laws, regulations and rules, such as the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, etc, Further improve the company's directors, supervisors and senior managers' understanding of relevant laws and regulations and relevant rules of Shenzhen Stock Exchange, strengthen the awareness of internal control and standardized operation, improve the quality of information disclosure, and resolutely prevent the recurrence of similar situations.
Responsible persons for rectification: Che Chengju, chairman and general manager, Zhu zhenmao, director Chen Hui, Han Gang, director at that time, fan Jiayu, director Li Chanjuan, chief financial officer Huang Lei and Secretary of the board of directors Zhang Jun
Rectification: the rectification has been completed, and the company will operate according to relevant requirements.
3、 The company shall comprehensively check whether there are other matters with untrue, inaccurate and incomplete information disclosure.
Through the comprehensive self-examination of the company, no other untrue, inaccurate and incomplete information disclosure was found.
Through the inspection of the company by Shandong regulatory bureau, the company is deeply aware of the problems and deficiencies in information disclosure, internal control and standardized operation, and the compliance awareness of key minority personnel is not strong. This on-site inspection has played an important role in further improving the quality of information disclosure, strengthening internal control and improving the standard operation level of the company.
Taking this rectification as an opportunity, the company organized all directors, supervisors, senior managers and relevant responsible persons to comprehensively study laws, regulations and cases such as the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. Learn from the lessons, earnestly and continuously implement various rectification measures, enhance the awareness of standardized operation, improve the standard operation level, constantly improve the corporate governance and internal control mechanism, further improve the quality of information disclosure, strengthen supervision and implementation, and earnestly safeguard the legitimate interests of the company and all shareholders, so as to realize the standardized, sustainable and healthy development of the company.
It is hereby announced.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) board of directors may 21, 2022
