Securities code: 603322 securities abbreviation: Super Telecom Co.Ltd(603322) Announcement No.: 2022-011 Super Telecom Co.Ltd(603322)
Announcement on the reply to the supervision letter of Shanghai Stock Exchange
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The company and relevant parties are trying their best to promote the risk resolution of this illegal guarantee and implement the specific action plan. Up to now, the relevant guarantee contract has not been successfully cancelled or replaced through negotiation, the bank accounts of Sangrui electronics and Minsheng intelligent are still frozen, and Meng fanding has not raised the funds used to repay the corresponding debts or repurchase the equity of Sangrui electronics held by the company. There may be a risk that the illegal guarantee cannot be cancelled within one month. According to article 9.8.1 of the Listing Rules of Shanghai Stock Exchange, if the illegal guarantee fails to be paid off or rectified within one month, the company’s shares will be subject to other risk warnings. Please pay attention to investment risks.
Super Telecom Co.Ltd(603322) (hereinafter referred to as “the company”) received the supervision letter on Super Telecom Co.Ltd(603322) illegal guarantee matters issued by Shanghai Stock Exchange on January 4, 2022 (SSE Gong Han [2022] No. 0003, hereinafter referred to as “the supervision letter”). The company attaches great importance to and actively organizes relevant parties to conduct in-depth investigation and Analysis on the matters concerned in the supervision letter. The specific situation is replied as follows:
1、 Please specify the internal control system and its implementation of external guarantee and seal management, carefully check whether there are major defects in relevant internal control and whether it can effectively control Sangrui electronics, and verify the participants and responsible persons who disclose the above illegal guarantee, the signing process of guarantee agreement, the reasons for failing to perform decision-making procedures and information disclosure obligations. Please comment on the annual audit accountant.
Company reply:
(I) specific conditions of illegal guarantee
According to the scanned contract provided by Meng fanding, the facts of this illegal guarantee are as follows:
On December 12, 2019, Diaobingshan Hongding Taisong Real Estate Development Co., Ltd. (60% owned by Meng fanding) signed a loan contract with Diaobingshan sub branch of Tieling Bank Co., Ltd. (hereinafter referred to as “Diaobingshan sub branch”), which was used to revitalize the uncompleted real estate project in Diaobingshan City, with a loan amount of 225.76 million yuan, The loan term is from December 12, 2019 to December 11, 2022. The principal and interest of the loan, possible liquidated damages and the cost of realizing creditor’s rights are guaranteed by Liaoning Hongding Taisong Coal Industry Co., Ltd., Minsheng intelligence, Sangrui electronics, Meng fanding and Tong Yisong. On December 12, 2019, Meng fanding privately signed guarantee contract 1 and guarantee contract 2 with Diaobingshan sub branch in the name of Sangrui electronics and Minsheng intelligence, which agreed that Minsheng intelligence and Sangrui electronics would provide joint and several liability guarantee for the above debts for a period of two years, calculated from the date of expiration of the performance period of the main debt or the date when the creditor received the loan in advance. If the loan contract expires in advance according to the loan contract and the borrower fails to repay in time, the guarantor shall immediately start to perform the guarantee obligation.
On December 30, 2020, Diaobingshan Shuntong Coal Industry Co., Ltd. (MEng Fanmao, Meng fanding’s brother, holds 99% of the shares) and Hongqi sub branch of Tieling Bank Co., Ltd. (hereinafter referred to as “Hongqi sub branch”) signed a loan contract. The purpose of the loan is to supplement working capital, the loan amount is 195 million yuan, and the agreed repayment date is November 30, 2021, Meng fanding, Meng Fanmao, Wang Hongxia, sang Rui electronics, Guangzhou Junjie Honghui software technology partnership (limited partnership) and Guangzhou yunchengshun software technology partnership (limited partnership) provide pledge and guarantee for the loan principal and interest, possible liquidated damages and expenses for realizing creditor’s rights. On December 30, 2020, Meng fanding privately signed the guarantee contract 3 with Hongqi sub branch in the name of Sangrui electronics, which agreed that Sangrui electronics would provide joint and several liability guarantee for the above debts for a period of two years, calculated from the date when the performance period of independent debts expires or the date when the creditor receives the loan in advance. If the loan contract expires in advance according to the loan contract and the borrower fails to repay in time, the guarantor shall immediately start to perform the guarantee obligation.
The company entrusted Guangdong Mingjian document judicial appraisal office to conduct judicial appraisal on the authenticity of the seal of the above guarantee contract signed by Meng fanding in the name of Sangrui electronics and Minsheng intelligence on December 12, 2019. The appraisal opinion results showed that the official seal of Sangrui electronics stamped in the guarantee contract was inconsistent with the official seal for legal filing, The official seal of Minsheng intelligent is consistent with the official seal for legal filing.
The company dispatched a working team to the site to communicate with the bank and asked Diaobingshan sub branch and Hongqi sub branch to provide a full set of documents retained by the bank for handling the illegal guarantee. However, Diaobingshan sub branch and Hongqi sub branch refused to provide the information on the grounds that the information had been sealed by their head office. The company is not sure whether there are forged resolutions of the board of directors / shareholders’ meeting and other documents. According to the company’s self inspection, the company’s management, the board of directors and the general meeting of shareholders did not consider and agree that the holding subsidiary Sangrui electronics and its wholly-owned subsidiary Minsheng intelligence provided guarantee for the debts of Diaobingshan Hongding Taisong Real Estate Development Co., Ltd. controlled by Meng fanding and Diaobingshan Shuntong coal industry Co., Ltd. controlled by its related parties, There is also no record of approval and seal of signing guarantee contract. Neither Sangrui electronics nor Minsheng intelligence showed the above guarantee in the 2019-2021 credit investigation report. The company is unable to obtain the relevant information of the above illegal guarantee from external public materials.
After verification with Meng fanding, the legal representative / Chairman of Sangrui electronics and Minsheng intelligent, Meng fanding acknowledged that the participants and responsible persons of the above guarantee business were their own individuals. Meng fanding knew that he could not obtain approval after truthfully reporting the guarantee to the company, so he took advantage of his position and did not perform the internal procedures of the company, On December 12, 2019, after obtaining the Minsheng smart seal from the seal administrator Li Na by using the seal inconsistent with the legal filing seal of Sangrui electronics and the identity of its Minsheng smart legal representative / Executive Director, the seal was not approved and registered in strict accordance with the company’s seal management system and other internal control systems, Illegally providing external guarantees in the name of Sangrui electronics and Minsheng intelligence, and deliberately concealing relevant guarantees and debts; On December 30, 2020, he made illegal external guarantees in the name of Sangrui electronics and deliberately concealed the relevant guarantees and debts. The company was previously unaware of the above illegal guarantee, and Meng fanding unilaterally maliciously asked Sangrui electronics and Minsheng intelligence to provide guarantee.
According to Article 9 of the interpretation of the Supreme People’s Court on the application of the relevant guarantee system of the civil code of the people’s Republic of China: “If the opposite party concludes a guarantee contract with the listed company according to the information publicly disclosed by the listed company that the guarantee matters have been adopted by the resolution of the board of directors or the general meeting of shareholders, and the opposite party claims that the guarantee contract is effective for the listed company and the listed company shall bear the guarantee liability, the people’s court shall support it.
If the opposite party fails to conclude a guarantee contract with the listed company according to the information publicly disclosed by the listed company that the guarantee matters have been adopted by the resolution of the board of directors or the general meeting of shareholders, and the listed company claims that the guarantee contract is not effective and does not bear the guarantee liability or compensation liability, the people’s court shall support it. The provisions of the preceding two paragraphs shall apply to the guarantee contract concluded between the opposite party and the holding subsidiary publicly disclosed by the listed company, or the guarantee contract concluded between the opposite party and the company whose shares are traded on other national securities trading places approved by the State Council. ” After consulting the information publicly disclosed by the company, no resolution or announcement documents related to the above illegal guarantee are found, and this guarantee is invalid. In conclusion, the illegal guarantee contract signed by Meng fanding without consideration by the board of directors / general meeting of shareholders of the company is invalid, and Sangrui electronics and Minsheng intelligence shall not bear any guarantee liability or any other debt. Up to now, in addition to the discovered pre litigation property preservation behavior, Sangrui electronics and Minsheng intelligence have not received the relevant notice of response, nor have they actually assumed any responsibility, which will not have a significant impact on the company’s daily business activities for the time being. In the future, the company will actively take legal measures to safeguard the legitimate rights and interests of the company. Please pay attention to the investment risks.
(II) internal control system and its implementation
The company has established internal control systems including the articles of association, external guarantee decision management system, seal management system and so on, which have clear provisions on the division of labor and authorization, implementation and supervision and incompatible separation of responsibilities of relevant matters, and the relevant systems are effective.
The specific provisions of the company’s internal control system on external guarantee are as follows: 1. The controlling shareholder and other related parties shall not force the company to provide guarantee for others. 2. When the board of directors deliberates the guarantee, it shall be deliberated and approved by more than 2 / 3 of the directors present at the meeting of the board of directors. The following external guarantees to be considered by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being reviewed and approved by more than 2 / 3 (including 2 / 3) of all directors of the board of directors: (1) the guarantee with a single guarantee amount exceeding 10% of the latest audited net assets; (2) Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets; (3) Guarantee provided for guarantee objects with asset liability ratio exceeding 70%; (4) The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (5) The guarantee amount exceeds 50% of the company’s recent audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months; (6) Guarantees provided to shareholders, actual controllers and related parties; (7) Other guarantees stipulated by Shanghai Stock Exchange or the articles of association. When the general meeting of shareholders deliberates the guarantee matters in Item (4) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. 3. The external guarantee approved above must be timely disclosed in the information disclosure newspapers and periodicals designated by the company. 4. When providing external guarantee, the company shall conclude a written contract, which shall comply with the provisions of the guarantee law and other relevant laws and regulations, and the main terms shall be clear and unambiguous. For the conclusion of a particularly significant guarantee contract, the opinions of legal advisers or experts shall be consulted, and the company shall hire a law firm to review or issue a legal opinion when necessary. After the guarantee contract is approved by the board of directors or the general meeting of shareholders, the chairman (legal representative) or his authorized representative shall sign the guarantee contract.
The specific provisions of the company’s internal control system on seal management are as follows: 1. In principle, the use of any seal must be approved, and any seal must be registered. The registration must indicate the date, applicant, signer, full name of the stamped data, content summary, etc; No one is allowed to use the seal without permission without following the prescribed procedures; For letters, materials or blank letters and forms with unclear contents, the seal keeper has the right to refuse to use the seal, and the contents of seal registration and seal documents must be consistent. 2. All seals without approval and registration shall be regarded as private seals, which have no due legal significance, and the company will not bear corresponding obligations. The company seal is only applicable to the business related to the company and shall not engage in acts detrimental to the interests of the company. 3. All seals must be applied and registered in strict accordance with the company’s seal use regulations. The use and registration of seals shall be filed and kept for reference. For those who violate the seal management regulations, the company will give corresponding sanctions. If losses are caused to the company, the company will investigate their legal responsibilities according to law.
After the above illegal guarantee occurs, the company immediately starts the self inspection procedure to verify the implementation of the internal control system, and further sort out, revise and improve the relevant management system. After verification, since the company acquired Sangrui electronics, the official seal of Sangrui electronics has been kept at its registered office and managed by employee Zhao Yue. The official seal of Minsheng intelligent, its wholly-owned subsidiary, has been kept at the registered office of Minsheng intelligent from 2018 to March 3, 2021, managed by employee Li Na and recovered to the registered office of Sangrui electronics for centralized management on March 3, 2021. After the occurrence of this illegal guarantee, in order to prevent and control risks, the company implemented centralized management on the seals of its subsidiaries during the self inspection. On January 5, 2022, all the official seals of Sangrui electronics and Minsheng intelligent have been handed over to the company and managed by the general affairs department of the company.
The company has established the subsidiary management system and other control systems for subsidiaries to clarify the requirements for personnel, major business decisions and financial management of subsidiaries. According to the articles of association of Sangrui electronics and the agreement on the company’s investment and holding of 50.01% equity of Sangrui electronics, the board of directors of Sangrui electronics is composed of five directors, of which three are appointed by the company, and the financial director of Sangrui electronics is appointed by the company. Sangrui electronics is subject to the personnel arrangement that the company holds the majority of seats in the number of board of directors, and the directors and senior managers appointed by the company can obtain due responsibilities and authorities in major business decisions of Sangrui electronics. Sangrui electronics has always cooperated with the audit institution appointed by the company to complete its annual audit, can regularly provide the company with its monthly or quarterly financial statements and other data, and actively cooperate with the company to investigate the relevant situation after the occurrence of the above illegal guarantee.
In conclusion, the company’s self inspection shows that the company has properly established an internal control system for external guarantee and seal management, which can effectively control Sangrui electronics. The board of directors of Sangrui electronics held a meeting on December 31, 2021 to consider and adopt the proposal on not recognizing the legal representative Meng fanding’s violation of signing a guarantee contract with the bank. As Meng fanding deliberately concealed the facts related to the loan and guarantee, and took advantage of his identity as the legal representative / Executive Director of Minsheng intelligent to obtain the seal from the seal administrator Li Na, he failed to approve and register the seal in strict accordance with the company’s seal management system and other internal control systems, and deliberately concealed the relevant guarantee and debt, Minsheng intelligence has internal control execution defects.
After this illegal guarantee, in order to prevent and control risks, all the official seals of Sangrui electronics and Minsheng intelligent have been handed over to the company on January 5, 2022 and managed by the general affairs department of the company. Subsequently, the company will continue to improve the construction of various internal control systems, further strengthen the management of the seals of branches / subsidiaries and subsidiaries within the scope of consolidated statements, and ensure the healthy, stable and sustainable development of the company.
(III) accountant’s opinion
“In view of the above problems, we have mainly implemented the following audit procedures:
(1) Obtain the articles of association of Super Telecom Co.Ltd(603322) , Sangrui electronics and Minsheng intelligence, and check the decision-making and approval process of the company’s external guarantee;
（2
