Securities code: 601020 securities abbreviation: St Huayu Announcement No.: Lin 2022-006 convertible bond Code: 113027 convertible bond abbreviation: Huayu convertible bond
Tibet Huayu Mining Co.Ltd(601020)
About receipt of Tibet regulatory bureau of China Securities Regulatory Commission
Announcement of the decision on administrative punishment
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.
Tibet Huayu Mining Co.Ltd(601020) (hereinafter referred to as “the company”) received the notice of filing (Zheng Jian Li Jian Li Jian Zi No. 0322021002, Zheng Jian Li Jian Li Jian Zi No. 0322021001) and the notice of investigation issued by the Tibet regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “the Tibet regulatory Bureau”) to the company and Tibet Daoheng Investment Co., Ltd. (hereinafter referred to as “Daoheng investment”) on September 15, 2021 (zjzz No. 0322021003 and zjzz No. 0322021004), the company and Dao Heng Investment failed to perform their disclosure obligations in time due to information disclosure matters such as related parties and related transactions, and were suspected of illegal information disclosure. According to the securities law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations, Tibet regulatory bureau decided to file a case against the company and Duff & Phelps investment and investigate the relevant situation. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on September 17, 2021 And the announcement of Tibet Huayu Mining Co.Ltd(601020) on receiving the filing notice and investigation notice (Announcement No.: Lin 2021-087) published in the newspapers and media designated by the company.
The company received the advance notice of administrative punishment ([2021] No. 3) from Tibet regulatory bureau on December 30, 2021. For details, the company published it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 31, 2021 And the announcement of Tibet Huayu Mining Co.Ltd(601020) on receiving the advance notice of administrative punishment from Tibet securities regulatory bureau of China Securities Regulatory Commission (Announcement No.: Lin 2021-123) published in the newspapers and media designated by the company.
The company recently received the decision on Administrative Punishment [2022] No. 1 from Tibet regulatory bureau, and now announces the relevant contents of the decision on administrative punishment as follows:
1、 Main contents of the decision on administrative punishment:
Party: Tibet Daoheng Investment Co., Ltd. (hereinafter referred to as Daoheng investment), domicile: Lhasa Economic and Technological Development Zone.
Tibet Huayu Mining Co.Ltd(601020) (hereinafter referred to as Huayu mining), domicile: Lhasa Economic and Technological Development Zone.
Liu Jianjun, male, born in October 1960, legal representative and chairman of Daoheng investment, then legal representative, chairman and actual controller of Huayu mining, address: Jinshui District, Zhengzhou City, Henan Province.
Liu Guiying, female, born in April 1968, director and general manager of Daoheng investment, address: Chengguan District, Lhasa City, Tibet Autonomous Region.
Sun Yanchun, female, born in January 1978, Secretary of the board of directors of Huayu mining, address: Congtai District, Handan City, Hebei Province.
Xu Jianhua, male, born in February 1978, then general manager of Huayu mining, address: Chaoyang District, Beijing. Xing Jianjun, male, born in January 1970, chief financial officer of Huayu mining, address: Xiangfang District, Harbin City, Heilongjiang Province
In accordance with the relevant provisions of the securities law of the people’s Republic of China revised in 2005 (hereinafter referred to as the securities law of 2005) and the securities law of the people’s Republic of China revised in 2019 (hereinafter referred to as the securities law of 2019), our bureau has filed a case for investigation and trial of the illegal acts of Daoheng investment and Huayu mining, And informed the parties according to law of the facts, reasons and basis of the administrative punishment and the rights enjoyed by the parties according to law. All the parties did not make statements, defend opinions or request a hearing. The investigation and trial of this case have been concluded.
It is found that Daoheng investment and Huayu mining have the following illegal facts:
1、 Failure to disclose related parties and related transactions as required
（1） There are major omissions in the 2017 semi annual report and annual report of Huayu mining and the 2018 semi annual report and annual report. Liu Guiying is an associated natural person of the listed company. Tibet Kaiheng Industrial Co., Ltd. (hereinafter referred to as Tibet Kaiheng) and Tibet Chengkang Materials Co., Ltd. (hereinafter referred to as Tibet Chengkang) are directly controlled by Liu Guiying. Tibet Kaiheng and Tibet Chengkang are the associated legal persons of the listed company. The total sales amount of Tibet Kaiheng, Tibet Chengkang, Huayu mining and its wholly-owned subsidiary Tibet Huayu Rongxin economic and Trade Co., Ltd. in the first half of 2017 was 176887100 yuan, accounting for 11.51% of the latest audited net asset value of Huayu mining, and the total sales amount in 2017 was 389102600 yuan, accounting for 25.32% of the latest audited net asset value of Huayu mining; In the first half of 2018, the total sales amount was 160.1661 million yuan, accounting for 8.86% of the latest audited net asset value of Huayu mining, and the total sales amount in 2018 was 319.8986 million yuan, accounting for 17.7% of the latest audited net asset value of Huayu mining.
According to Article 38 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 3 – Contents and forms of semi annual report (revised in 2017) Article 40 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 reports (revised in 2017) stipulates that Huayu mining shall disclose the related party transactions in the relevant periodic reports. After investigation, Huayu mining shall disclose the related party transactions in the 2017 semi annual report, 2018 semi annual report, 2017 annual report and 2018 annual report The matter was not disclosed, resulting in major omissions in relevant reports.
（2） Dao Heng Investment and Liu Jianjun failed to timely submit the list of connected persons of Tibet Kaiheng and Tibet Chengkang to the board of directors of Huayu mining industry and the description of their relationship
Since Liu Guiying is the director and general manager of Daoheng investment, the shareholder holding more than 5% of Huayu mining, and is the sister of Liu Jianjun, the then chairman of Huayu mining, Daoheng investment and Liu Jianjun shall timely report Tibet Kaiheng List of related persons of Tibet Chengkang and description of related relationship. After investigation, Daoheng investment and Liu Jianjun failed to timely submit the list of connected persons of Tibet Kaiheng and Tibet Chengkang and the description of their relationship to the board of directors of Huayu mining as required.
2、 Failure to timely disclose the judicial auction of more than 5% shares of listed companies held by Dao Heng Investment
（1） Judicial auction of Shanghai Second Intermediate People’s court
1. Huayu mining did not immediately disclose the occurrence of major events that may have a great impact on the trading prices of securities and derivatives of listed companies
On June 23, 2020, the second intermediate people’s Court of Shanghai ruled to seal up, auction and sell off 57683027 circulating shares of Huayu mining held by the executed humanist investment, accounting for 10.4% of the total share capital of Huayu mining.
On September 2, 16 and 30, 2020, Shanghai Second Intermediate People’s court publicly released the auction announcement on Taobao judicial auction network platform for three times, the announcement of Shanghai Second Intermediate People’s Court on 1564081 shares (Stock Code: 601020) (the first auction) of Huayu mining, and the announcement of Shanghai Second Intermediate People’s Court on 20191531 shares (stock code: 601020) (the first auction) of Huayu mining The announcement of Shanghai Second Intermediate People’s Court on 21851415 shares of Huayu mining (Stock Code: 601020) (the first auction) conducted a judicial auction of the above 57683027 shares, and attached a scanned copy of the execution ruling ((2020) Hu 02 Zhi No. 391) in the form of an annex.
The auction of 57683027 shares held by Dao Heng Investment (accounting for 10.4% of the total share capital of Huayu mining) by Shanghai Second Intermediate People’s court is a major event specified in item 14, paragraph 2, Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC), Huayu mining shall immediately disclose in accordance with the provisions of paragraph 1 of Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC). Upon investigation, Huayu mining did not immediately fulfill its obligation of information disclosure.
2. Duff & Phelps did not actively inform the board of directors of the listed company and did not cooperate with the listed company to fulfill its obligation of information disclosure
If the auction of 57683027 shares held by Dao Heng Investment (accounting for 10.4% of the total share capital of Huayu mining) by Shanghai Second Intermediate People’s court falls within the provisions of paragraph 1 of Article 46 and paragraph 2 of Article 46 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC), it shall take the initiative to inform the board of directors of the listed company, And cooperate with the listed company to fulfill the obligation of information disclosure.
Huayu mining sent several inquiry letters to Daoheng investment on October 9, November 2, November 3 and November 13, 2020, including judicial auction, but Daoheng investment did not reply. Until December 30, 2020, Daoheng investment will submit the notification letter on judicial auction of shares to Huayu mining. Upon investigation, Duff & Phelps did not actively inform the board of directors of the listed company and did not cooperate with the listed company to fulfill its obligation of information disclosure. （2） Judicial auction of the third intermediate people’s Court of Beijing Municipality
1. Huayu mining did not immediately disclose the occurrence of major events that may have a great impact on the trading prices of securities and derivatives of listed companies
On February 4, 2021, The third intermediate people’s Court of Beijing Municipality issued the auction announcement “announcement of the third intermediate people’s Court of Beijing Municipality on 10000000 shares (I) (the first auction) of Huayu mining (securities code: 601020) held by Tibet Daoheng Investment Co., Ltd.” on the judicial auction network platform of the third intermediate people’s Court of Beijing Municipality in three transactions Announcement of the third intermediate people’s Court of Beijing Municipality on 10000000 shares (II) (first auction) of Huayu mining (securities code 601020) held by Tibet Daoheng Investment Co., Ltd. announcement of the third intermediate people’s Court of Beijing Municipality on 10000000 shares (III) (first auction) of Huayu mining (securities code 601020) held by Tibet Daoheng Investment Co., Ltd, Public auction of 30000000 shares of Huayu mining held by Daoheng investment, accounting for 5.4% of the total share capital of Huayu mining.
The auction of 30000000 shares of Huayu mining held by Daoheng investment (accounting for 5.4% of the total share capital of Huayu mining) by Beijing No. 3 intermediate people’s court is a major event specified in item 14, paragraph 2, Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC), Huayu mining shall immediately disclose in accordance with the provisions of paragraph 1 of Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC). Upon investigation, Huayu mining did not immediately fulfill its obligation of information disclosure.
2. Duff & Phelps did not actively inform the board of directors of the listed company and did not cooperate with the listed company to fulfill its obligation of information disclosure
The auction of 30000000 shares held by Daoheng investment (accounting for 5.4% of the total share capital of Huayu mining) by Beijing No. 3 intermediate people’s court belongs to paragraph 1 of Article 46 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) The events specified in Item 2 of paragraph 2 of Article 46 that should actively inform the board of directors of the listed company and cooperate with the listed company to fulfill its obligation of information disclosure. After investigation, Dao Heng Investment failed to cooperate with the listed company to fulfill the obligation of information disclosure after the equity was auctioned by the judiciary.
The above illegal facts are proved by relevant equity holding agreement, accounting vouchers, regular and interim reports of Huayu mining, auction announcement, inquiry records and other evidence.
Our bureau believes that Huayu mining’s 2017 semi annual report and annual report and 2018 semi annual report have major omissions and violate the provisions of articles 63, 65 and 66 of the securities law of 2005, and shall be punished in accordance with the provisions of paragraph 2 of Article 193 of the securities law of 2005. Liu Jianjun, the then chairman of Huayu mining, Xu Jianhua, the then general manager, and Xing Jianjun, the chief financial officer, were directly responsible for the above violations of Huayu mining.
If Huayu mining fails to immediately disclose the occurrence of major events that may have a great impact on the trading prices of securities and their derivatives of listed companies, it violates the provisions of Article 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC), it shall be punished in accordance with the provisions of paragraph 1 of article 197 of the securities law of 2019. Liu Jianjun, the then chairman of Huayu mining, Xu Jianhua, the then general manager, and sun Yanchun, the Secretary of the board of directors, were the executives directly responsible for the above violations of Huayu mining.
Daoheng investment failed to timely submit the list of Tibet Kaiheng and Tibet Chengkang affiliates and the description of their relationship to the board of directors of Huayu mining industry as required, in violation of Article 48 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC), According to paragraph 2 of Article 18 of the rules for the determination of administrative responsibility for illegal acts of information disclosure (CSRC announcement [2011] No. 11), it shall be punished in accordance with paragraph 3 of Article 193 of the securities law of 2005. Liu Jianjun, legal representative and chairman of Daoheng investment, and Liu Guiying, director and general manager, are directly in charge.
Dao Heng Investment fails to actively inform the board of directors of the listed company and cooperate with the listed company to fulfill the obligation of information disclosure, and violates the provisions of paragraph 1 of Article 46 and paragraph 2 of Article 46 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 40), which shall be punished in accordance with paragraph 1 of article 197 of the securities law of 2019. Liu Jianjun, legal representative and chairman of Daoheng investment, and Liu Guiying, director and general manager, are directly in charge.
According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in accordance with the provisions of paragraphs 2 and 3 of Article 193 of the securities law of 2005 and paragraph 1 of article 197 of the securities law of 2019, our bureau decides:
（1） Order Daoheng investment to make corrections, give a warning and impose a fine of 2.5 million yuan;
（2） Duhuayu mine
