Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-012 Hongbo Co.Ltd(002229)
Announcement on punishment or regulatory measures and rectification taken by securities regulatory authorities and exchanges in the past five years
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.
Hongbo Co.Ltd(002229) (hereinafter referred to as "the company") plans to implement the non-public offering of shares. According to the relevant requirements of China Securities Regulatory Commission and the verification and confirmation of the company, the punishment or regulatory measures taken by the securities regulatory authorities and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") and the corresponding rectification of the company in the past five years are hereby announced as follows:
1、 The company has been punished by the securities regulatory authority and the exchange in the past five years
The company has not been punished by the securities regulatory authority and the exchange in the past five years.
2、 Regulatory measures and rectification measures taken by securities regulatory authorities and exchanges in the past five years
In the last five years, the company has been criticized by the Shenzhen Stock Exchange once and issued a letter of concern twice. The details are as follows: (I) on October 15, 2020, the listed company received the decision on circulating criticism on Hongbo Co.Ltd(002229) and relevant parties issued by the Shenzhen Stock Exchange
1. Main contents
The Shenzhen Stock Exchange issued a disciplinary punishment of circulating a notice of criticism to the company, which mainly includes the following contents: "it is found that Hongbo Co.Ltd(002229) (hereinafter referred to as" Hongbo Co.Ltd(002229) ") and relevant parties have the following violations: first, providing external guarantee in violation of regulations
On September 19, 2019, Kaifeng Hongbo Equity Investment Co., Ltd., a wholly-owned subsidiary of Hongbo Co.Ltd(002229) , provided pledge guarantee for the bank acceptance bill of 80 million yuan of Shanghai hengzhai Trading Co., Ltd., accounting for 4.98% of the audited net assets of Hongbo Co.Ltd(002229) in 2018. On December 24, 2019, the guarantee was released. Hongbo Co.Ltd(002229) failed to fulfill the review procedures and information disclosure obligations for the above guarantee matters.
2、 Illegal provision of financial assistance
From December 2019 to January 2020, Hongbo Co.Ltd(002229) transferred out 60 million yuan in the form of trade advance four times, and the relevant funds went to the affiliated companies controlled by Hongbo Co.Ltd(002229) Chairman Mao Wei, accounting for 3.74% of the audited net assets of Hongbo Co.Ltd(002229) in 2018. On April 3, 2020, Hongbo Co.Ltd(002229) has recovered all funds and interests.
The above acts of Hongbo Co.Ltd(002229) violate articles 1.4, 2.1, 9.11 and 10.2.4 of the stock listing rules (revised in November 2018) and articles 1.3, 2.1.4, 2.1.6 and 7.4.5 of the guidelines for the standardized operation of companies listed on the SME board (revised in 2015) Article 8.3.4 and articles 1.2, 2.1.4, 2.1.6, 6.2.5 and 6.3.2 of the guidelines for the standardized operation of listed companies (revised in 2020).
Mao Wei, chairman and then general manager of Hongbo Co.Ltd(002229) failed to fulfill his duties and fulfill the obligation of integrity and diligence, violated the provisions of articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in November 2018) of the exchange, and was responsible for the above violations of Hongbo Co.Ltd(002229) .
In view of the above violation facts and circumstances, in accordance with articles 17.2 and 17.3 of the stock listing rules (revised in November 2018) and articles 21 and 23 of the implementation standards for disciplinary measures of listed companies (for Trial Implementation), and after deliberation and approval by the Disciplinary Committee of the exchange, the exchange has made the following disciplinary decisions: 1 Give a notice of criticism to Hongbo Co.Ltd(002229) ;
2、 Mao Wei, the Hongbo Co.Ltd(002229) chairman and then general manager, was given the punishment of circulating a notice of criticism.
For the above violations of Hongbo Co.Ltd(002229) and relevant parties and the sanctions given by the exchange, the exchange will record them in the integrity archives of listed companies and make them public to the public. "
2. Rectification
After being criticized, the company attached great importance to it. Taking this as a reference, the company learned a profound lesson and carefully summarized it. The management of the company actively strengthened its understanding of relevant laws, such as the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on Study laws and regulations and normative documents, improve the understanding and implementation of laws and regulations, and strengthen their sense of diligence and standardized operation.
(II) letter of concern
order
Time file name, main focus content, rectification measure No
On July 26, 2018, your company disclosed the
The indicative announcement on the purchase of major assets said that the company planned to
Purchase 75% of the equity of the subject matter of the transaction in cash
The estimated price is 810-975 million yuan. The Ministry of Foreign Affairs expressed concern about this
Attention, please add the following contents:
1. In combination with the transaction price and the high financial data of the subject assets of the company in the latest year, please clearly explain whether it meets the standard of major asset restructuring. Organize relevant personnel 2. As of March 31, 2018, the remaining monetary capital of the company was RMB 688 million. In combination with the amount of demand and bank credit line in the letter on working capital requirements of the company's main business, Explain the source of funds for the acquisition of assets, relevant financing arrangements, whether it involves reality and answers
The loan, the corresponding repayment plan and the financial expenses to be borne each year have an impact on the shares of concern letter
And simulate and calculate the impact of financial expenses on the company's net profit
Ring.
Reply to questions and concern letters
1 July 29, 2018 3. You youluan, the controlling shareholder and actual controller of the company, conducted information (small and medium-sized board)
It was disclosed by centralized bidding on June 14, 15 and 19, 2018. See the attention letter for details
A total of 4.93 million shares were increased in the way of Hongbo Co.Ltd(002229) [2018] No
RMB 50.0479 million. Please explain the planning of this major investment Co., Ltd. (Guan No. 270)
Key time points in the process of asset restructuring, participants, internal review procedures in Shenzhen Securities and confidentiality of relevant information, The exchange also conducted a self-examination on the trading of the company's shares by insiders and their recent replies to public relatives within six months before the disclosure of the announcement. (announcement 4) the company disclosed the "major shareholder No.:
Announcement on pre disclosure of share reduction (Ms. you Yuxian, the controlling shareholder and one of the actual controllers of 2018-060, will be issued from the date of announcement)
Within three months after 15 trading days, the cumulative proposed reduction shall not exceed
5 million shares. Please explain the reasons for disclosing the acquisition at that time point
Is there any manipulation of stock price, cooperation in reducing holdings and damage to small and medium-sized investment
The rights and interests of investors.
5. Other situations to be explained. Please your company on the above issues
Make a written statement and submit the relevant statement before August 2
Materials shall be submitted to our department and disclosed to the public. At the same time, remind your father
Secretary: listed companies shall comply with national laws, regulations and this
Stock listing rules and SME Board Listing
The company is honest, trustworthy and standardized in accordance with the guidelines for standardized operation of the company
Operate and fulfill the obligation of information disclosure in a serious and timely manner.
On November 20, 2019, your company disclosed that you
Shanghai Hashi Technology Co., Ltd. (hereinafter referred to as
"Hasi technology") signed a strategic cooperation agreement to be held in Beijing
Carry out high-level cooperation with the company in lottery, electronic bill and other fields of blockchain technology; On November 21, your company disclosed that you attached great importance to it and signed a strategic cooperation agreement with Cambodia Golden Elephant Co., Ltd. (hereinafter referred to as "Golden Elephant company"), It is proposed to carry out cooperation in the area based on the strategy in the letter on lottery products and applications focusing on block chain technology and the whole industry chain of lottery. Our department is concerned about this and asks your company to conduct self-examination on the following matters and make a written statement and answer
Ming: do you have any interest in the shares of the concern letter
1. Relevant information of Hasi technology and Jinxiang company, including but not related to the limited company
Limited to the time of establishment, registered capital, main business and reply to nearly three questions
2. Main financial data of 2019-11-22 (including operating income, net profit and information) (small and medium-sized board)
Total assets, net assets, etc.). For details of disclosure, please refer to the letter of concern
2. Specific conditions of Hasi technology in the field of blockchain, including Hongbo Co.Ltd(002229) [2019] No
Including but not limited to main application scenarios, market scale and market Co., Ltd. (Guan No. 390)
