Sinomine Resource Group Co.Ltd(002738)
Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022060
Bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
About the securities regulatory authorities and exchanges
Announcement of punishment or regulatory measures and rectification
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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company”) has continuously improved the corporate governance structure 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 relevant laws and regulations and the requirements of Sinomine Resource Group Co.Ltd(002738) articles of association since it was listed on Shenzhen Stock Exchange (hereinafter referred to as “the exchange”) on December 30, 2014, Continuously improve the standard operation level of the company and promote the sustainable, stable and healthy development of the company.
In view of the company’s intention to apply for non-public offering of shares, according to the relevant requirements of the China Securities Regulatory Commission, the punishment or regulatory measures taken by the securities regulatory authorities and the exchange in the past five years are hereby announced as follows:
1、 Punishment by securities regulatory authorities and exchanges in the past five years
As of the date of this announcement, the company has not been punished by the securities regulatory authorities and the exchange in the past five years.
2、 Regulatory measures taken by securities regulatory authorities and exchanges in the past five years
As of the date of this announcement, the company has not been subject to regulatory measures taken by securities regulatory authorities and exchanges in the past five years.
Sinomine Resource Group Co.Ltd(002738)
3、 In the past five years, the major shareholders of the company have been punished, publicly condemned and taken regulatory measures by the securities regulatory authorities and the exchange
(I) Shenzhen Stock Exchange issued the announcement on public condemnation of Guoteng Investment Co., Ltd. on August 17, 2017
1. Specific contents
“It is found that Guoteng Investment Co., Ltd. (hereinafter referred to as” the company “) has the following violations: as of September 5, 2015, the company holds 14.4 million shares of Sinomine Resource Group Co.Ltd(002738) exploration Co., Ltd. (hereinafter referred to as” Sinomine Resource Group Co.Ltd(002738) “), accounting for 12% of Sinomine Resource Group Co.Ltd(002738) total share capital. From September 6, 2015 to May 3, 2017, the proportion of Sinomine Resource Group Co.Ltd(002738) shares held by the company decreased by 5.696%. When the proportion of Sinomine Resource Group Co.Ltd(002738) shares held by the company changed by 5%, the company failed to timely submit a written report to the bourse and disclose the equity change report in accordance with the relevant provisions of Article 86 of the securities law and Article 13 of the administrative measures for the acquisition of listed companies, and did not stop trading Sinomine Resource Group Co.Ltd(002738) shares before performing the reporting and disclosure obligations.
As a shareholder holding more than 5% of Sinomine Resource Group Co.Ltd(002738) shares, the company reduced 2606950 shares of Sinomine Resource Group Co.Ltd(002738) shares through centralized bidding trading through the securities trading system of the exchange from April 8, 2016 to July 7, 2016, with a reduction ratio of 1.85%, in violation of Article 9 of Several Provisions on reducing shares of major shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2016] No. 1), Within three months, the total number of shares reduced through centralized bidding trading in the stock exchange exceeds 1% of the total number of Sinomine Resource Group Co.Ltd(002738) shares.
The exchange believes that the above acts of the company violate the provisions of articles 1.4, 3.1.8 and 11.8.1 of the stock listing rules (revised in 2014) and article 4.1.2 of the guidelines for the standardized operation of companies listed on the SME board.
In view of the above violation facts and circumstances of the company, in accordance with the provisions of article 17.2 of the stock listing rules (2014 Revision) of the exchange, and after deliberation and approval by the Disciplinary Committee of the exchange, the Exchange decided to publicly condemn Guoteng Investment Co., Ltd.
For the above violations of Guoteng Investment Co., Ltd. and the above sanctions given by the exchange, the exchange will record them in the integrity archives of listed companies and publish them to the public. “
Sinomine Resource Group Co.Ltd(002738)
2. Rectification measures
After receiving the “public condemnation”, Guoteng Investment Co., Ltd. attached great importance to and learned lessons, comprehensively sorted out and deeply analyzed the matters involved in the “public condemnation”, and actively carried out self-examination and self correction, Organize and strengthen the study of relevant laws and regulations such as the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME board and the measures for the administration of the acquisition of listed companies, further improve the awareness of standardized operation, and timely fulfill the obligation of information disclosure in strict accordance with the relevant requirements and regulations of the CSRC and Shenzhen Stock Exchange, so as to ensure the authenticity, accuracy and accuracy of information disclosure Integrity and better safeguard the legitimate rights and interests of all shareholders of the company.
(II) on June 29, 2021, the management department of listed companies of Shenzhen Stock Exchange issued the supervision letter on China color Mining Group Co., Ltd. and persons acting in concert (supervision letter of the company Department [2021] No. 76)
1. Specific contents
“On March 21, 2018, Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as” Sinomine Resource Group Co.Ltd(002738) “) disclosed the simplified report on changes in equity (III). As the controlling shareholder of Sinomine Resource Group Co.Ltd(002738) and the person acting in concert, your total shareholding ratio was 28.41%. From March 21, 2018 to January 20, 2021, due to the listing of Sinomine Resource Group Co.Ltd(002738) additional shares, share repurchase and cancellation, convertible bond conversion and other reasons, your proportion of Sinomine Resource Group Co.Ltd(002738) equity was passively diluted by 5.17%. From July 6, 2020 to March 22, 2021, you have reduced Sinomine Resource Group Co.Ltd(002738) 7038000 shares in total, with a reduction ratio of 2.53%. From March 21, 2018 to March 22, 2021, your proportion of Sinomine Resource Group Co.Ltd(002738) equity has decreased by 7.7%. Your company and the persons acting in concert failed to stop trading and fulfill the obligation of information disclosure in accordance with paragraph 2 of Article 13 of the administrative measures for the acquisition of listed companies when the proportion of shares held by your company and the persons acting in concert changed by 5%.
The above acts of your company and the persons acting in concert have violated the provisions of articles 1.4 and 11.8.1 of the stock listing rules (revised in 2020) and articles 1.2 and 4.1.2 of the guidelines for the standardized operation of listed companies (revised in 2020).
Please pay full attention to the above problems, draw lessons and rectify them in time to prevent the recurrence of the above problems.
At the same time, remind your company and those acting in concert that shareholders of listed companies should be honest, trustworthy and operate in a standardized manner in accordance with national laws and regulations, the stock listing rules of the exchange and the guidelines for the standardized operation of listed companies
Sinomine Resource Group Co.Ltd(002738) make a commitment and earnestly and timely fulfill the obligation of information disclosure. “
2. Rectification measures
After receiving the supervision letter, China color Mining Group Co., Ltd. and its concerted actors attached great importance to and learned lessons, comprehensively sorted out and deeply analyzed the matters involved in the supervision letter, and actively carried out self inspection and self correction, Organize and strengthen the study of relevant laws and regulations such as the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies and the measures for the administration of the acquisition of listed companies, so as to further improve the awareness of standardized operation, effectively improve the quality of information disclosure and prevent the recurrence of such events. (III) on August 20, 2021, Beijing Securities Regulatory Bureau issued the decision on the regulatory measures of issuing warning letters to China color Mining Group Co., Ltd. and Liu Xinguo ([2021] No. 121)
The matters addressed in this supervision letter are the same as the above-mentioned supervision letter [2021] No. 76 of the company Department of Shenzhen Stock Exchange, and the rectification measures are the same.
In addition to the above regulatory matters, as of the date of this announcement, the major shareholders of the company have not been punished, publicly condemned or taken regulatory measures by the securities regulatory authorities and the exchange in the past five years.
It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors
May 23, 2022
