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Suspected of violating laws and regulations! Shagang Group and its chairman were punished!
Jiangsu Shagang Co., Ltd. (hereinafter referred to as Shagang Co., Ltd.) announced on May 10 that its controlling shareholder Jiangsu Shagang Group Co., Ltd. (hereinafter referred to as "Shagang Group") had received the prior notice of administrative punishment from the CSRC for suspected illegal information disclosure. The CSRC will decide to order shagang group to make corrections, give a warning and impose a fine of 2.5 million yuan; Shenbin, chairman of Shagang Group, was given a warning and fined 1million yuan.
According to the author's review of relevant information, on November 3, 2021, shagang group was put on file for investigation for suspected illegal information disclosure, and there had been special reports before (sudden! Shagang group was put on file for investigation). The prior notice of administrative punishment (punishment Zi [2022] No. 31) issued by the CSRC this time is the result of the handling of this event!
It is understood that Shagang Group mainly has the following violations:
1、 Zhangjiagang Free Trade Zone Jinlin Fengtai Trade Co., Ltd. (hereinafter referred to as "Jinlin Fengtai") borrows sun Lianjie's securities account, and sun Lianjie lends his own securities account for Jinlin Fengtai's use
On november20,2019, Wei Guo, the actual manager of Jinlin Fengtai, arranged his subordinates to lead sun Lianjie to open a three-party depository bank account in China Merchants Bank Suzhou Industrial Park Branch, and then opened a securities account in the securities business department of Xinghai street, Suzhou Industrial Park of China CITIC Securities Co., Ltd.
On november26,2019, sun Lianjie's securities account received 44million "Shagang shares" through block trading by agreement. From May 26 to July 6, 2020, 39.4 million shares were sold. 7200 shares were sold on December 11, 2020. From February 26, 2021 to March 2, 2021, 4592800 shares were sold.
The funds for sun Lianjie's securities account to buy "Shagang shares" came from Jinlin Fengtai. After selling "Shagang shares", part of the funds also flowed into Jinlin Fengtai.
2、 Shagang Group and Jinlin Fengtai are suspected of illegal information disclosure
01 Shagang Group conceals the concerted action relationship with Jinlin Fengtai
Wei Guo, the first deputy chief accountant of Shagang Group, actually manages Jinlin Fengtai. According to item (2) of paragraph 2, Article 83 of the administrative measures for the acquisition of listed companies, Shagang Group and Jinlin Fengtai are persons acting in concert.
02 false records in 2019 and 2020 annual reports of Shagang
Jinlin Fengtai, through sun Lianjie's securities account, held 44million "Shagang shares" from November 26, 2019 to December 31, 2019, accounting for 1.99% of the total share capital of Shagang. Shagang Group and Jinlin Fengtai are persons acting in concert, with a total shareholding of 28.63%. According to the 2019 annual report of Shagang, Shagang Group holds 26.64% of the shares of Shagang and is the controlling shareholder; Sunlianjie holds 1.99% of Shagang shares and is the sixth largest shareholder.
Jinlin Fengtai sold 7200 "Shagang shares" through sun Lianjie's securities account on December 11, 2020. By december31,2020, sun Lianjie held 4592800 "Shagang shares" in his securities account, accounting for 0.21% of the total share capital of Shagang. Shagang Group and Jinlin Fengtai are persons acting in concert, with a total shareholding of 26.85%.
Shagang group did not inform Shagang of its concerted action relationship with Jinlin Fengtai, resulting in false records in the 2019 and 2020 annual reports of Shagang.
03 Shagang Group's shareholding ratio decreased by 1% without informing the listed company of timely announcement
Jinlin Fengtai sold 24515100 "Shagang shares" through sun Lianjie's securities account from May 26 to June 29, 2020, accounting for 1.1% of the total share capital of Shagang. Shagang Group and Jinlin Fengtai did not inform Shagang of the 1% reduction in shareholding and made a timely announcement.
The CSRC believes that Shagang Group concealed its concerted action relationship with Jinlin Fengtai, resulting in false records in the 2019 and 2020 annual reports of Shagang. When the shareholding ratio was reduced by 1% on June 29, 2020, it did not inform the listed company to make a timely announcement, violating the provisions of paragraph 3 of article 63 and paragraphs 1 and 2 of Article 78 of the securities law, The controlling shareholders and actual controllers of the issuer mentioned in paragraph 2 of article 197 of the securities law conceal relevant matters, resulting in false records of the information disclosed by the information disclosure obligor.
The occurrence of the above similar behaviors has also had an adverse impact on the development of Shagang Group. Shagang Group disclosed in May, 2021 that it planned to participate in the mixed reform of Henan steel enterprise Angang Group. However, due to inadequate information disclosure, the mixed reform has been completely stranded. At the same time, the reorganization of Suzhou Qingfeng failed due to inadequate information disclosure.
Shagang Group is a heavyweight private iron and steel enterprise in China, occupying an important position in the development of the iron and steel industry! On May 10, 2022, China Metallurgical news released the 2022 China steel brand list, which became a global influential brand in the 2022 steel industry. In 2021, the sales revenue will reach 302.8 billion yuan and the profit and tax will reach 34.9 billion yuan; The year-on-year growth was 13% and 63% respectively, and it became the first private steel enterprise with a revenue of more than 300billion yuan. Against these halos, shagang group should do a good job in information disclosure within the scope of laws and regulations, so as to add icing on the cake to its development! And never make mistakes again and again on the old problem of information disclosure!
The author also found that the illegal information disclosure also accounts for a large proportion in the cases of securities regulatory inspection, and the illegal information disclosure of steel enterprises also happens occasionally!
On April 1, 2022, the official website of the CSRC disclosed 20 typical illegal cases investigated by the CSRC in 2021. Specifically, there were 9 cases of illegal information disclosure, 1 case of fraudulent issuance and failure of intermediaries to exercise due diligence, 3 cases of failure of intermediaries to exercise due diligence, 3 cases involving market manipulation and 2 cases involving insider trading, and the remaining 2 cases involving other illegal situations. Nearly half of the cases of illegal information disclosure.
According to incomplete statistics of the author, similar problems have occurred in hesteel and Songshan of Shaogang recently.
Hegang Co., Ltd
Shenzhen Stock Exchange issued the supervision letter on Hegang Co., Ltd. (cbjh [2022] No. 82). According to the announcement on prediction of daily connected transactions in 2022 disclosed by hesteel Co., Ltd. (hereinafter referred to as "hesteel", 000709.sz) on March 26, 2022, daily connected transactions between hesteel and hesteel Group Co., Ltd. and other related parties amounted to 19.554 billion yuan, accounting for 33.80% of the company's audited net assets in 2020.
Hegang did not timely perform the review procedures and information disclosure obligations for daily connected transactions. It was not until March 25 and April 11, 2022 that Hegang performed the review procedures of the board of directors and the general meeting of shareholders and related information disclosure obligations respectively.
The above-mentioned acts of Hecheng iron and Steel Co., Ltd. violated the provisions of articles 1.4, 2.1.1, 2.1.7, 6.3.7 and 6.3.19 of the stock listing rules (revised in 2022) of Shenzhen Stock Exchange. Shenzhen Stock Exchange hopes that Hegang Co., Ltd. and all directors, supervisors and senior managers will learn from the lessons, make timely rectification and put an end to the recurrence of the above problems.
Songshan, Shaogang
On the evening of May 8, 2022, Songshan of Shaogang announced that it had received a warning letter from Guangdong Securities Regulatory Bureau due to its failure to disclose related party transactions in a timely manner and its involvement in letter Phi violations. According to the announcement, Guangdong Securities Regulatory Bureau requires Songshan of Shaogang to seriously learn lessons, timely fulfill its obligation of information disclosure, conduct internal accountability for relevant responsible personnel, and submit rectification reports and internal accountability reports to Guangdong securities regulatory bureau and Shenzhen Stock Exchange within 30 days after receiving the warning letter.
According to the disclosure of the warning letter, from January to February 2022, the total amount of daily related party transactions between Songshan and related parties of Shaogang was about 3.21 billion yuan, accounting for 33.76% of the company's audited net assets in 2020. However, the company did not perform the deliberation procedures of the board of directors and the general meeting of shareholders and relevant information disclosure obligations for the above-mentioned daily connected transactions until March 7 and 23, 2022, which seriously violated the letter phi.
The occurrence of the above behaviors also exposes that individual listed steel enterprises do not pay enough attention to information disclosure! This should also attract the attention of all listed steel enterprises! If an iron and steel enterprise cannot carry out legal and compliant production and operation within the scope of laws and regulations, it will be punished even if the halo is dazzling! On the one hand, the listed steel enterprises are facing the production and operation problems within the company, on the other hand, they are also facing the focus of the community on performance and other related data information, and they should be rooted in the awareness of laws and regulations. Through legal and compliant production and operation management, we can achieve development and achieve due achievements!
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