Securities code: 688560 securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022-013 Crown Advanced Material Co.Ltd(688560)
Announcement on punishment or regulatory measures taken and rectification by securities regulatory authorities and stock 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 bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”) has been committed to improving the corporate governance structure, establishing and perfecting the internal management and control system and standardizing the company’s operation 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 Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations and the articles of association since its listing, Promote the sustainable, stable and healthy development of the company. In view of the company’s plan to issue shares to specific objects, according to relevant requirements, the company’s regulatory measures or punishment and rectification taken by the securities regulatory department and the exchange 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
Through self inspection, the company has not been punished by the securities regulatory department and Shanghai Stock Exchange in the past five years.
2、 The company’s regulatory measures taken by the securities regulatory department and the exchange and the implementation of rectification in the past five years are as follows: (I) on July 5, 2019, the CSRC made the decision on the regulatory measures of issuing warning letters for Crown Advanced Material Co.Ltd(688560) , which mainly includes the following contents:
“ Crown Advanced Material Co.Ltd(688560) ：
After investigation, I will find that your company has some problems in the process of applying for IPO and listing, such as incomplete disclosure of related party transaction information, non-standard accounting of fixed assets and so on.
The above-mentioned acts violate the relevant provisions of articles 4, 23 and 25 of the measures for the administration of initial public offering and listing, constitute the acts mentioned in Article 55 of the measures for the administration of initial public offering and listing, and are in accordance with Article 55 of the measures for the administration of initial public offering and listing, I will decide to take administrative supervision measures to issue warning letters to your company. “
The incomplete disclosure of related party transaction information is mainly due to the company’s failure to disclose the matters of leasing related party sites for product delivery and storage during the reporting period. In response to this problem, the company has conducted positive and serious verification and taken measures to strengthen the management of related party transactions. The specific circumstances are as follows: (1) strengthen staff training, require relevant personnel of the issuer to carefully study the provisions on related party transactions in the articles of association and related party transaction management system, and improve the normative awareness of related party transactions of the company’s employees; (2) Communicate with the company’s related parties and require them to ensure their independence from the company. In case of related party transactions, they need to be carried out on the basis of fair negotiation and disclosed in a timely manner; (3) Further revised and improved the related party transaction management system; (4) Re sort out the related party transactions, confirm the authenticity, accuracy and integrity of the disclosure of related party transactions, and the board of directors, the board of supervisors and the general meeting of shareholders of the issuer reviewed the related party transactions during the reporting period, and the independent directors expressed their independent opinions. After rectification and standardization, the company no longer uses the site of related parties for product delivery, storage and other purposes, and the information disclosure of related party transactions of the company is true, accurate and complete.
The nonstandard accounting of fixed assets is mainly due to the temporary idleness of the company’s equipment during the reporting period. In view of this problem, the company has carried out active and serious verification and taken measures to strengthen the management of fixed assets. The specific conditions are as follows: (1) recheck the asset card of the physical objects of fixed assets and correspond with the book assets one by one; (2) Re liquidate the fixed assets and count the current use of the assets; (3) It is required to strengthen staff training and earnestly implement the provisions in the fixed assets management system, such as the need to regularly report and explain the idle equipment and the need to timely apply for scrapping the equipment without use value. The company has checked the unused equipment for many times, put the idle equipment in the warehouse, kept it clean and tidy, sealed it with protective film, marked the label and placed it neatly. The equipment that cannot be used and needs to be scrapped has been scrapped accordingly. The depreciation and impairment test has been carried out for other unused equipment, and the corresponding impairment reserves have been withdrawn. After rectification and standardization, the issuer’s fixed assets management is in good condition, and the accounting of fixed assets is accurate and standardized.
(II) on December 1, 2021, Shanghai Stock Exchange issued the supervision letter on Crown Advanced Material Co.Ltd(688560) matters related to the acquisition of venture capital management companies (SSE Kechuang Gong Han [2021] No. 0112) to the company. The main contents are as follows:
“ Crown Advanced Material Co.Ltd(688560) ：
On November 26, 2021, your company submitted the announcement on the acquisition of venture capital management company by a wholly-owned subsidiary. The announcement shows that the company plans to purchase 70% equity of Xinghua CAITONG Venture Capital Management Co., Ltd. (hereinafter referred to as the target company) held by Shaanxi Xinghua Tongchuang investment partnership (limited partnership) with its own capital of 40 million yuan. After the acquisition of Xinghua CAITONG, the company will invest in lithium battery materials and other related fields with the help of its platform. In view of the subject company’s main investment and asset management, it has a large span with the company’s current main business. In accordance with the relevant provisions of article 14.1.1 of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the relevant requirements are as follows:
1、 Please take the initiative to take measures, establish and improve the internal control mechanism, prudently carry out foreign investment, and effectively ensure the safety and recoverability of the company’s investment.
2、 Please continue to focus on your main business, pay attention to the impact of foreign investment on the company’s daily business activities, and reasonably plan the use of your own funds.
3、 Your company is requested to disclose information in stages and fulfill the obligation of information disclosure according to the follow-up progress of relevant matters and the requirements of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. “
The company attaches great importance to the above issues, and organizes all directors, supervisors, senior managers and relevant staff of the company to further strengthen the study of relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, be honest and trustworthy, standardize operation, and continue to focus on the main business, Reasonably plan the use of funds and earnestly and timely fulfill the obligation of information disclosure. In addition to the above circumstances, the company and its directors, supervisors and senior managers have not been subject to other regulatory measures taken by the securities regulatory department and the exchange in the past five years.
It is hereby announced.
Crown Advanced Material Co.Ltd(688560) board of directors
January 27, 2022
