Ronglian Technology announced that the company received the Notice of Filing a Case issued by the CSRC. Due to the company's alleged violation of information disclosure laws and regulations, according to the Securities Law of People's Republic of China (PRC), the Administrative Punishment Law of the People's Republic of China and other laws and regulations, the CSRC decided to file a case against the company.
Ronglian Technology announced that it received the "Decision on Issuing Warning Letter on Administrative Supervision Measures for Ronglian Technology Group Co., Ltd." (hereinafter referred to as "Warning Letter") issued by Beijing Securities Regulatory Bureau, mainly because the company failed to fulfill the related party transaction approval procedures and information disclosure obligations.
1. Suspected of illegal information disclosure.
Although the CSRC filed a case against Ronglian Technology, it only mentioned that it was suspected of illegal information disclosure, but the warning letter disclosed the details.
The warning letter shows that after investigation, Ronglian Technology transferred a total of 29.56 million yuan to the supplier Beijing Shunlian Technology Co., Ltd. in the name of advance payment.
Ronglian Technology transferred a total of RMB 654.38+05.42 million to the supplier Beijing Yun Qi Technology Co., Ltd. in the name of advance payment.
However, all the above funds were subsequently transferred to the account of Beijing Jizhi Technology Co., Ltd. controlled by the major shareholder of Ronglian Technology.
The Beijing Securities Regulatory Bureau believes that the above matters constitute the occupation of related party funds, and related party fund transactions constitute related party transactions. However, Ronglian Technology failed to fulfill the related party transaction approval procedures and information disclosure obligations, and the disclosed annual report and other announcements did not include the above related party fund transactions, and the relevant information disclosure was inaccurate.
The warning letter shows that there are still some problems in Ronglian Technology, including: the resolution procedure of the board of directors is not standardized, the minutes of three meetings are not standardized, the information system construction does not meet the requirements of internal control, the record of the inside information registration form is inaccurate, and the internal audit department does not fully perform its duties.
2. Ronglian Technology violated many laws and regulations.
The warning letter pointed out that the above-mentioned behavior of Ronglian Technology violated Articles 3 and 41 of the Measures for the Administration of Information Disclosure of Listed Companies, Paragraph 1 of Article 60 of the Governance Standards for Listed Companies, and Paragraph 1 of Article 7 of the Supervision Guidelines for Listed Companies No.5-Management System for the Disclosure and Registration of Inside Information of Listed Companies.
Among them, Article 3 of the Measures for the Administration of Information Disclosure of Listed Companies requires that information disclosure obligors should fulfill their information disclosure obligations in a timely manner according to law, and the information disclosed should be true, accurate, complete, concise, clear and easy to understand, and there should be no false records, misleading statements or major omissions.
Article 41 of the Measures for the Administration of Information Disclosure of Listed Companies requires that directors, supervisors, senior managers, shareholders holding more than 5% of shares and their concerted actions and actual controllers of listed companies shall submit a list of related persons of listed companies and a description of their related relationships to the board of directors of listed companies in a timely manner.
At the same time, listed companies should perform the deliberation procedures of related party transactions and strictly implement the system of avoiding voting on related party transactions. The parties to the transaction shall not evade the related party transaction review procedures and information disclosure obligations of the listed company by concealing the related party relationship or adopting other means.
The warning letter pointed out that in accordance with Article 52 of the Measures for the Administration of Information Disclosure of Listed Companies, Ronglian Technology is now subject to administrative supervision measures of issuing warning letters, and relevant violations are recorded in the integrity file.
The warning letter requires that Ronglian Technology should fully learn lessons to avoid the recurrence of similar problems, and at the same time take effective measures to improve the company's internal control, improve the financial accounting level and standardize the operation level. The Company shall submit a written rectification report to the Beijing Securities Regulatory Bureau within 10 working days after receiving this decision.