Securities code: 002086 securities abbreviation: St Toyo Announcement No.: 2022-018
Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Announcement on receiving the decision on administrative punishment and the decision on banning market entry of China Securities Regulatory Commission
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as “the company”) received the decision on administrative punishment ([2022] No. 1) and the decision on market Prohibition ([2022] No. 1) issued by Shandong regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 19, 2022. According to the situation identified in the decision on administrative punishment, The above illegal acts do not touch the major illegal compulsory delisting specified in articles 9.5.1, 9.5.2 and 9.5.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
On July 31, 2020, the company disclosed the announcement on receiving the investigation notice of China Securities Regulatory Commission (Announcement No.: 2020-057). Because the company is suspected of illegal information disclosure, it decided to file a case for investigation in accordance with the relevant provisions of the securities law of the people’s Republic of China.
On November 30, 2021, the company and related parties received the prior notice of administrative punishment and market Prohibition ([2021] No. 13) from the CSRC. On December 1, 2021, the company disclosed the announcement on receiving the prior notice of administrative punishment and market prohibition from Shandong regulatory bureau of China Securities Regulatory Commission (Announcement No.: 2021-085).
On January 19, 2022, the company and relevant parties received the decision on administrative punishment ([2022] No. 1) and the decision on market entry Prohibition ([2022] No. 1) issued by Shandong regulatory bureau of China Securities Regulatory Commission. The specific contents are as follows:
1、 Contents of decision on administrative punishment
“Party: Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as Oriental Ocean), domicile: Laishan District, Yantai city.
Shandong Oriental Ocean Group Co., Ltd. (hereinafter referred to as Oriental Ocean Group), domicile: Laishan District, Yantai city.
Che Shi, male, born in October 1960, was chairman and general manager of Oriental Ocean Group and chairman of Oriental Ocean Group. His address is Zhifu District, Yantai City, Shandong Province.
Yu Yanbing, male, born in December 1973, was the chief financial officer of Dongfang ocean. His address is Laishan District, Yantai City, Shandong Province.
Ma Zhaoshan, male, born in July 1970, was the deputy general manager of Oriental Ocean. His address is Zhifu District, Yantai City, Shandong Province.
Che Zhiyuan, male, born in February 1986, was the deputy general manager of Oriental Ocean. His address is Dongcheng District, Beijing.
Zhao Yushan, male, born in January 1953, was a director of Dongfang ocean. His address is Haidian District, Beijing. Yu Shenji, male, born in December 1941, was a director of Dongfang ocean. His address is Zhifu District, Yantai City, Shandong Province.
Yu Shanfu, male, born in June 1962, was the chairman of the board of supervisors of Dongfang ocean. His address is Laishan District, Yantai City, Shandong Province.
In accordance with the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of 2005) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), our bureau has filed a case for investigation and trial of the illegal acts of Dongfang ocean information disclosure, and informed the parties of the facts and reasons for administrative punishment according to law Basis and rights enjoyed by the parties according to law. The parties Dongfang Ocean Group, Che Shi and Yu Yanbing did not put forward statements or defense opinions, and did not request a hearing; At the request of Dongfang ocean, Ma Zhaoshan, Che Zhiyuan, Zhao Yushan, Yu Shenji and Yu Shanfu, our bureau held hearings on December 17, 2021 and January 4, 2022 respectively, and listened to the statements and defense of Dongfang ocean, Ma Zhaoshan, Che Zhiyuan, Zhao Yushan, Yu Shenji, Yu Shanfu and their agents. The investigation and trial of this case have been concluded.
After investigation, the following illegal facts exist in Oriental Ocean:
1、 Failure to disclose in a timely manner and non operating related party transactions occupying funds in regular reports
Oriental Ocean Group is the controlling shareholder of Oriental Ocean. According to Item 4 of article 216 of the company law of the people’s Republic of China and paragraph 3 of Article 71 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 40), Dongfang Ocean Group is an affiliated party of Dongfang ocean.
Dongfang ocean borrowed 15 million yuan from Jinan Luyan microfinance Co., Ltd. on March 21, 2019. Shandong Dongfang ocean Sales Co., Ltd. (hereinafter referred to as ocean sales), a wholly-owned subsidiary of Dongfang ocean, transferred all the money into the bank account of Aites (Yantai) Industrial Co., Ltd. (hereinafter referred to as Aites) on the day of receiving the loan. Aites bank account is controlled and used by Oriental Ocean Group.
Dongfang ocean borrowed 30 million yuan from Bank Of Beijing Co.Ltd(601169) on March 28, 2019 and directly transferred the loan to Aites bank account.
Dongfang ocean borrowed 60 million yuan from Shanghai Pudong Development Bank Co.Ltd(600000) on March 28, 2019, and directly transferred the loan to the bank account of Yantai Gini Trading Co., Ltd. to repay foreign debts on behalf of Dongfang ocean group.
Dongfang ocean borrowed 10 million yuan, 4 million yuan and 5 million yuan from green leaf Investment Group Co., Ltd. (hereinafter referred to as green leaf investment) on June 17, August 5 and September 6, 2019 respectively, and green leaf investment directly transferred them to the bank account of Yantai Aquatic Technology Promotion Center (hereinafter referred to as aquatic product center). Zhao Yushan served as the legal representative of the aquatic products center. The bank account of aquatic products center is controlled and used by Oriental Ocean Group.
In 2019, 20 sales of sea cucumber products and other products in relevant factories of Dongfang ocean were occupied by Dongfang Ocean Group, totaling 12.2977 million yuan (including 12 in the first half of 2019, totaling 9.186 million yuan), Dongfang ocean sea cucumber products and other inventories in 151 batches with a total value of 37.7647 million yuan (including 69 batches with a total value of 12.9095 million yuan in the first half of 2019) were directly taken by Dongfang ocean group. Dongfang Ocean Group instructed Dongfang ocean not to do accounting treatment.
On January 22, 2020, Guoxin Dongfang (Yantai) circulating water aquaculture technology Co., Ltd. (hereinafter referred to as Guoxin Dongfang) paid 10 million yuan to Yantai intermediate people’s court and 60 million yuan to Qingdao Guoxin Financing Guarantee Co., Ltd. to repay foreign debts on behalf of Dongfang ocean group.
On February 7, 2020, Dongfang ocean signed the land and plant transfer contract and equipment transfer contract with Guoxin Oriental, transferring the land use right and plant valued at 195.4 million yuan and the equipment valued at 30.6 million yuan related to the “salmon assets” to Guoxin Oriental, and offsetting the receivables with the above debts repaid by Guoxin Oriental on behalf of Dongfang ocean group.
Ocean sales received RMB 24 million, RMB 200 million and RMB 200 million from Zhangjiagang Free Trade Zone Wuding International Trade Co., Ltd. on December 24, December 25 and December 26, 2019 respectively; Received 200 million yuan from Jiangsu xinzhiquan International Trade Co., Ltd. on December 26; Received 200 million yuan from Yuexiang (Shanghai) International Trade Co., Ltd. on December 27. The above funds received are the funds borrowed by orient ocean group from outside to repay the occupied orient ocean funds. Ocean sales will transfer the above funds to the bank account of Fudong (Yantai) Trading Co., Ltd. (hereinafter referred to as Fudong trading), a wholly-owned subsidiary of Oriental Ocean, on the day of receiving the above funds. Fudong commerce and trade will convert the above funds into certificates of deposit with a term of 3 months on the day of receiving the above funds. Fudong commerce and trade signed a pledge contract on December 24, 2019 and two pledge contracts on December 25, 2019 to provide time deposit pledge guarantee for the loans of RMB 24 million, RMB 100 million and RMB 200 million of Shanghai Juyi mechanical equipment Co., Ltd. respectively. The loan term of the borrower is the same as that of the time deposit certificate; Two pledge contracts were signed on December 26 and 27, 2019 respectively to provide certificates of deposit pledge guarantee for the loans of RMB 100 million, RMB 200 million, RMB 130 million and RMB 70 million of Zhenjiang Zhongneng Hengxing International Trade Co., Ltd. the borrower’s loan term is the same as that of certificates of deposit. After the pledge of the above certificates of deposit expires, Fudong commerce and trade transferred 24 million yuan, 200 million yuan and 100 million yuan to the bank account of Shanghai Juyi mechanical equipment Co., Ltd. on March 24, 25 and 26, 2020, and 300 million yuan and 200 million yuan to the bank account of Zhenjiang Zhongneng Hengxing International Trade Co., Ltd. on March 26 and 27, 2020. The above 824 million yuan transferred out by Fudong commerce and trade is to repay foreign debts on behalf of Dongfang ocean group. Ma Zhaoshan served as the legal representative and executive director of ocean sales and Fudong commerce and trade.
Dongfang ocean and its subsidiaries provide financial assistance to related parties such as Dongfang Ocean Group through debt compensation and bank transfer, which constitutes a related party transaction between Dongfang ocean and Dongfang ocean group. According to Article 67, paragraph 1, paragraph 2, item 12 of the securities law of 2005, Article 80, paragraph 2, item 3 of the securities law and article 10.2.4 of the stock listing rules of Shenzhen Stock Exchange (revised in 2018), Dongfang ocean shall disclose the above related transactions in a timely manner. Oriental Ocean failed to disclose the above major events in time.
According to item 5 of Article 65 of the securities law of 2005 and Article 38 of the standards for the content and format of information disclosure by companies offering securities to the public No. 3 – the content and format of semi annual report (CSRC announcement [2017] No. 18), Dongfang ocean shall disclose relevant connected transactions in relevant periodic reports. Dongfang ocean did not fully disclose the above related transactions in the current period in the 2019 semi annual report, resulting in major omissions in the periodic report.
2、 Failure to disclose external guarantees in time and in periodic reports
On May 7, 2018, Oriental Ocean Group borrowed 10 million yuan from sun moujiao at a monthly interest rate of 4%. After the loan was unable to be repaid when due, on December 28, 2019, Oriental Ocean Group signed a repayment agreement with sun moujiao, agreeing to offset the principal and interest of the above loan with two properties registered in the name of Shanfu, and extend the repayment period and guarantee period. Dongfang ocean and Yu Yanbing provide joint and several liability guarantee.
On June 20, 2018, Oriental Ocean Group borrowed 35 million yuan from Yantai Xinxing textile medical products Co., Ltd., with a monthly interest rate of 2%. Dongfang ocean and Che Shi provide joint and several liability guarantee.
On July 27, 2018, Oriental Ocean Group borrowed 30 million yuan from Yantai rural commercial bank. Oriental Ocean provides counter guarantee for the guarantor Yantai re Guarantee Co., Ltd.
On September 25, 2018, Oriental Ocean Group borrowed 10 million yuan from Yantai Shengying Department Store Co., Ltd., with a monthly interest rate of 3%. Oriental Ocean and its holding subsidiaries Yantai defenghai treasures Co., Ltd. and Che Shi provide joint and several liability guarantee.
On November 16, 2018, Yantai tunde aquatic products Co., Ltd. (hereinafter referred to as tunde aquatic products) borrowed 30 million yuan from Shandong Caiji Investment Co., Ltd., with an annual interest rate of 24%. Oriental Ocean and its wholly-owned subsidiaries precision Gene Technology Co., Ltd. (hereinafter referred to as precision gene) and Yu Yanbing provide joint and several liability guarantee. Zhao Yushan and Yu Yanbing served as directors of tunde aquatic products. Tunde aquatic products bank account is controlled and used by Oriental Ocean Group.
On November 16, 2018, Oriental Ocean Group borrowed 18 million yuan from Yantai rural commercial bank. Oriental Ocean provides counter guarantee for the guarantor green leaf investment.
On November 29, 2018, Oriental Ocean Group borrowed 60 million yuan from Qingdao Zhongtai Rongke Network Technology Co., Ltd., with a monthly interest rate of 2%. Dongfang ocean and Che Zhiyuan provide joint and several liability guarantee.
On December 20, 2018, Che Zhiyuan borrowed 26 million yuan and 50 million yuan from Yantai think tank pawn Co., Ltd. Four wholly-owned subsidiaries of Oriental Ocean and Che Zhiyuan as legal representatives, precision gene, Tianren medical laboratory Co., Ltd., Iveco Biotechnology Co., Ltd. and Oriental Ocean Life Technology Co., Ltd. provide joint and several liability guarantee.
On January 15, 2019, Oriental Ocean Group borrowed 15 million yuan from Ju, with an annual interest rate of 36%. Oriental Ocean provides joint and several liability guarantee.
On February 12, 2019, Oriental Ocean Group borrowed 22.6 million yuan from Yantai Financial Development Investment Group Co., Ltd. Dongfang ocean, Yu Shenji and Zhao Yushan provide joint and several liability guarantee. Che Shi, Yu Shenji and Zhao Yushan signed the resolution of the board of directors of Dongfang ocean, and Yu Yanbing instructed others to sign in the names of Zhan Mouping and Li mouming. On June 27, 2019, Oriental Ocean Group borrowed 30 million yuan from Weihai commercial bank. Oriental Ocean provides counter guarantee for the guarantor green leaf investment.
On September 30, 2019, October 31, November 25 and March 23, 2020, Oriental Ocean Group borrowed 105100 yuan, 10 million yuan, 20 million yuan and 310100 yuan from LVYE investment respectively, with an annual interest rate of 15%. Oriental Ocean provides joint and several liability guarantee.
November 27, 2019, Oriental Ocean and Hua Xia Bank Co.Limited(600015)
