Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-010 Eging Photovoltaic Technology Co.Ltd(600537) announcement on punishment, regulatory measures and rectification by securities regulatory authorities and exchanges in the past five years. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and are responsible for the authenticity and The accuracy and completeness shall bear individual and joint liabilities. Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as ” Eging Photovoltaic Technology Co.Ltd(600537) ” and “the company”) has been listed 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 standards for corporate governance of listed companies, the stock listing rules of Shanghai Stock exchange and other laws and regulations Under the supervision and guidance of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange, the relevant provisions and requirements of normative documents and the Eging Photovoltaic Technology Co.Ltd(600537) articles of Association (hereinafter referred to as “the articles of association”) continuously improve the corporate governance structure, improve the standard operation level of the company, and establish and improve the internal control system of the company, Promote the sustainable, stable and healthy development of the company. In view of the company’s plan to issue A-share non-public, according to the requirements of relevant laws and regulations, through self-examination, as of the disclosure date of this announcement, the regulatory measures or penalties taken by the securities regulatory authorities and the exchange and the rectification of the company in the past five years are as follows: I The company has been punished by the securities regulatory authorities and the exchange in the past five years: decision on administrative punishment of Ningbo regulatory bureau of China Securities Regulatory Commission ([2018] No. 1) on May 4, 2018, Ningbo regulatory bureau of China Securities Regulatory Commission issued the decision on administrative punishment of Ningbo regulatory bureau of China Securities Regulatory Commission ([2018] No. 1), Administrative penalties will be imposed on Eging Photovoltaic Technology Co.Ltd(600537) for the following violations in the performance of information disclosure obligations: (I) with regard to major arbitration matters, three arbitration matters occurred in Eging Photovoltaic Technology Co.Ltd(600537) from June 22, 2016 to January 25, 2017, and the cumulative amount exceeded 10% of the audited net assets of Eging Photovoltaic Technology Co.Ltd(600537) in 2015, The single amount of the third arbitration event exceeded 10% of the audited net assets of Eging Photovoltaic Technology Co.Ltd(600537) 2015, but Eging Photovoltaic Technology Co.Ltd(600537) was not disclosed in time as required. Specifically: 1. Arbitration between Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd. (hereinafter referred to as “Changzhou Yijing”, a Eging Photovoltaic Technology Co.Ltd(600537) subsidiary) and fastthinker limited. On April 1, 2016, Changzhou Yijing filed an arbitration with China International Economic and Trade Arbitration Commission (hereinafter referred to as “Trade Arbitration Commission”), requesting an award that fastthinker Limited pay 5.544 million euros. ITC accepted it on June 22, 2016. According to the central parity of safe published on Bank Of China Limited(601988) June 22, 2016, 5.544 million euros is equivalent to 41.0738 million yuan. On April 25, 2017, Eging Photovoltaic Technology Co.Ltd(600537) disclosed the arbitration for the first time in the 2016 annual report. 2. On November 1, 2016, Jiangsu Eging Photovoltaic Technology Co.Ltd(600537) Energy Co., Ltd. (hereinafter referred to as “Yijing energy”, a grandson of Eging Photovoltaic Technology Co.Ltd(600537) ) and Hangjin Houqi Guodian photovoltaic power generation Co., Ltd. (hereinafter referred to as “Hangjin Houqi Guodian”), Yijing energy Sichuan Ruiyi Construction Engineering Co., Ltd. (hereinafter referred to as “Ruiyi company”, whose name was changed to Dongxu Construction Group Co., Ltd. on January 23, 2017) filed an arbitration with the trade and Arbitration Commission, requesting an award that Hangjinhou Guodian and Shenzhen Kelu Energy Service Co., Ltd. paid a total of 164.7515 million yuan for the project contract and liquidated damages. ITC accepted it on December 23, 2016. On April 15, 2017, Eging Photovoltaic Technology Co.Ltd(600537) disclosed the arbitration for the first time in the announcement on arbitration involving wholly-owned subsidiaries. 3. On January 11, 2017, Hangjinhouqi Guodian filed an application for arbitration counterclaim with the trade and Arbitration Commission, requesting that Yijing energy and Ruiyi company bear liquidated damages for overdue grid connection, losses caused by non-compliance of power generation, and legal fees totaling 298.8257 million yuan. ITC accepted it on January 25, 2017. On April 15, 2017, Eging Photovoltaic Technology Co.Ltd(600537) disclosed the arbitration for the first time in the announcement on arbitration involving wholly-owned subsidiaries. Eging Photovoltaic Technology Co.Ltd(600537) the act in the information disclosure of the above major arbitration matters violates the provisions of articles 63 and 67 of the securities law and Article 30 of the measures for the administration of information disclosure of listed companies, and constitutes the situation described in paragraph 1 of Article 193 of the securities law. Xun Jianhua is the person in charge directly responsible for the above violations of Eging Photovoltaic Technology Co.Ltd(600537) and Liu Dangqi is the other person directly responsible. (II) on December 27, 2016, Shenzhen qinchengda Group Co., Ltd. (hereinafter referred to as “qinchengda group”) and Xun Jianhua signed the cooperation framework agreement between Shenzhen qinchengda Group Co., Ltd. and Xun Jianhua (hereinafter referred to as the cooperation framework agreement), It is agreed that qinchengda group will acquire 20% of the total share capital of Eging Photovoltaic Technology Co.Ltd(600537) held by Xun Jianhua (235271854 shares) and become the controlling shareholder of Eging Photovoltaic Technology Co.Ltd(600537) . The share transfer is divided into two phases. The shares transferred in the first phase account for 7.59% of the total share capital and the shares transferred in the second phase account for 12.41% of the total share capital. The cooperation framework agreement also has Eging Photovoltaic Technology Co.Ltd(600537) directors, supervisors, general managers and other major matters related to the transfer of control. On January 10, 2017, Shenzhen qinchengda Investment Management Co., Ltd. (hereinafter referred to as “qinchengda investment”) and Xun Jianhua signed the share transfer agreement between Shenzhen qinchengda Investment Management Co., Ltd. and Xun Jianhua on Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as the share transfer agreement), It is agreed to transfer the rights and obligations of qinchengda group under the cooperation framework agreement to qinchengda investment. After the signing of the cooperation framework agreement and the share transfer agreement, Eging Photovoltaic Technology Co.Ltd(600537) did not disclose in time, nor did it disclose in its disclosed short form equity change report, announcement on reply to the inquiry letter on equity transfer of Eging Photovoltaic Technology Co.Ltd(600537) controlling shareholders of Shanghai Stock Exchange, 2016 annual report The matters related to the above agreement are disclosed in the first quarter report of 2017 and the announcement on the resignation of the chairman and general manager. On May 26, 2017, Eging Photovoltaic Technology Co.Ltd(600537) disclosed the matters related to the above agreement for the first time in the suggestive announcement on the transfer of shares by controlling shareholders and the possible change of actual controller. Eging Photovoltaic Technology Co.Ltd(600537) the above behavior in the disclosure of equity transfer information violates the provisions of articles 63, 67 and 68 of the securities law and Article 31 of the measures for the administration of information disclosure of listed companies, and constitutes the situation described in paragraph 1 of Article 193 of the securities law.
Xun Jianhua is directly responsible for the above violations of Eging Photovoltaic Technology Co.Ltd(600537) , and Liu Dangqi and sun Chenhua are other directly responsible persons. According to the facts, nature, circumstances and degree of social harm of the party’s illegal act, and in accordance with Article 193 of the securities law, Ningbo regulatory bureau of China Securities Regulatory Commission decided: 1. Order Eging Photovoltaic Technology Co.Ltd(600537) to make corrections, give a warning and impose a fine of 600000 yuan; 2. Xun Jianhua shall be given a warning and fined 300000 yuan; 3. Give a warning to Liu Dangqi and impose a fine of 200000 yuan; 4. Sun Chenhua was given a warning and fined 100000 yuan. Rectification measures: after receiving the administrative punishment decision issued by Ningbo regulatory bureau of China Securities Regulatory Commission, the board of directors, the board of supervisors and the new management of the company attached great importance to it, reflected on the problems and deficiencies existing in the process of information disclosure, internal control system construction and implementation, and organized directors, supervisors, senior managers and personnel of relevant departments for business training, Carefully study relevant laws and regulations, normative documents and the company’s system, improve the company’s standardized operation ability and level, earnestly perform the duties of directors, supervisors and senior managers, and prevent such problems from happening again. 2、 Regulatory measures and rectifications taken by securities regulatory authorities and exchanges in the past five years (I) public condemnation 1. Decision of Shanghai Stock Exchange on public condemnation of Eging Photovoltaic Technology Co.Ltd(600537) and its actual controller, equity transferee and relevant responsible persons (Shanghai Stock Exchange disciplinary decision [2018] No. 26) on April 24, 2018, Shanghai Stock Exchange made the decision on publicly condemning Eging Photovoltaic Technology Co.Ltd(600537) and its actual controller, equity transferee and relevant responsible persons (Shanghai Stock Exchange disciplinary decision [2018] No. 26), publicly condemning the following violations of Eging Photovoltaic Technology Co.Ltd(600537) in the performance of information disclosure obligations: both parties of equity transfer conceal the transfer of control right, There are false records in relevant information disclosure of the company; The disclosure of the increase or decrease of shares held by both parties to the transfer is inaccurate, and the detailed equity change report of the transferee is not disclosed in time; The company failed to disclose major arbitration matters in time. Rectification: in accordance with articles 17.2, 17.3 and 17.4 of the Listing Rules of Shanghai Stock Exchange and the relevant provisions of the measures for the implementation of disciplinary and regulatory measures of Shanghai Stock Exchange, Shanghai Stock Exchange punished Eging Photovoltaic Technology Co.Ltd(600537) and the then controlling shareholder, actual controller and then chairman Xun Jianhua, the then Secretary of the board of directors Liu Dangqi The equity transferee, Shenzhen qinchengda Investment Management Co., Ltd., publicly condemned it. The punishment is based on the illegal reasons of the original listed company from 2016 to 2017 and does not belong to the illegal matters during the reporting period. The board of directors, the board of supervisors and the management of the company attach great importance to it, reflect on the problems and deficiencies existing in the process of information disclosure, internal control system construction and implementation, organize directors, supervisors, senior managers and personnel of relevant departments to carry out business training, seriously study relevant laws and regulations, normative documents and the company’s system, and improve the company’s standardized operation ability and level, Earnestly perform the duties of directors, supervisors and senior managers to prevent such problems from happening again. (II) regulatory work letter 1. On May 21, 2021, the Shanghai Stock Exchange issued the regulatory work letter on information disclosure of Eging Photovoltaic Technology Co.Ltd(600537) 2020 annual report (SSE Gong Han [2021] No. 0498) (1) main contents and concerns 1: according to the annual report, the company is mainly engaged in the R & D, production and sales of Cecep Solar Energy Co.Ltd(000591) battery components, and some silicon wafer processing The battery manufacturing business is mainly to support the production of components for the company. In 2020, the gross profit margin of the company’s components was only 0.41%, a year-on-year decrease of 6.83 percentage points, of which the gross profit margin of overseas sales was – 0.3%, a year-on-year decrease of 3.95 percentage points. Please quantitatively analyze the reasons for the decline of overall gross profit margin and the negative decline of gross profit margin of overseas business in combination with component sales, raw material and product prices, product structure changes, etc., and explain whether there are significant differences and reasons between the gross profit margin of relevant products and companies in the same industry, and whether the impact of relevant factors is sustainable. Concern 2: the annual report shows that during the reporting period, the company’s components achieved an operating revenue of 3.923 billion yuan, including overseas sales of 1.041 billion yuan, accounting for 26.54%. The sales volume of the top five customers of the company is 2.444 billion yuan, accounting for 59.65% of the total annual sales; The purchase amount of the top five suppliers was RMB 1.616 billion, accounting for 41.93% of the total annual purchase, and the corresponding proportions in the same period of last year were 60.00% and 30.23% respectively. The company is requested to: (1) distinguish between Chinese and overseas sales, and list the main information of the top five customers of component products in recent three years, including customer name, sales amount, settlement method, aging, ending receivables and bad debt provision, post period collection, etc; (2) Supplementary disclosure of the names, procurement contents, amounts and settlement methods of the top five suppliers in the past three years, whether there are significant changes compared with the previous years, the reasons and effects of the changes; (3) Supplementary disclosure shall be made on whether the company’s customers and suppliers have potential relationship with the company, directors and supervisors, shareholders of more than 5%, actual controllers and their related parties. If so, please supplement the proportion of relevant business, transaction background and whether the recognition of relevant income complies with the accounting standards for business enterprises. The annual audit accountant shall express clear opinions on the above matters, and explain whether the audit procedures implemented have obtained sufficient and appropriate audit evidence, and whether the audit conclusion is accurate and reliable. Attention 3: according to the annual report, the ending balance of the company’s prepayment was 104 million yuan, with a year-on-year increase of 205.88%, of which the top five ending balances collected according to the prepayment object accounted for 79.18% in total; The closing balance of notes payable and accounts payable of the company totaled RMB 2.819 billion, a year-on-year increase of 105.92%; The ending balance of contract liabilities was 447 million yuan, a year-on-year increase of 113.88%; The closing balance of receivables was 834 million yuan, a year-on-year decrease of 20.05%. The company said it was mainly due to the expansion of production line and the expansion of production and sales scale. The company is requested to: (1) explain the reasons and rationality for the simultaneous significant growth of prepayments, payables, contract liabilities and the decline of receivables in combination with the company’s business development, supplier and customer cooperation, upstream and downstream bargaining power, and whether there are significant changes and impacts on the company’s procurement and sales mode and payment settlement method; (2) List the main counterparties, transaction contents, settlement methods and amounts of prepayments and payables, and explain whether the pricing of relevant contracts is fair, whether the prepayment proportion is reasonable, and whether there is a related relationship with the company, directors, supervisors, shareholders of more than 5%, actual controllers and their related parties; (3) List the main counterparties, related relationships, transaction contents and amounts of contract liabilities, and explain the settlement method, settlement cycle, product delivery, revenue recognition and other specific arrangements. The annual audit accountant shall check and give opinions. Attention 4: according to the annual report, the ending balance of the company’s monetary capital is 1.994 billion yuan, and the current interest income
