Zhongxin Jingwei, August 4 On the evening of the 4th, *ST Shentian (stock code 000023. SZ, hereinafter referred to as "Shenzhen Tiandi") announced that the company and related parties recently received the "Advance Notice of Administrative Punishment" ([2024] No. 14) issued by the Shenzhen Securities Regulatory Bureau.
After investigation, Shentiandi is suspected of the following illegal facts:
1. Failure to disclose the guarantee as required
Shenzhen Tiandibao Innovative Materials Co., Ltd. (hereinafter referred to as Tiandibaochuang) is a wholly-owned subsidiary of Shenzhen Tiandi New Materials Co., Ltd., a wholly-owned subsidiary of Shenzhen Tiandi. On April 22, 2021, under the arrangement of Lin Hongrun, the actual controller of Shenzhen Tiandi, Tiandi Baochuang provided a pledge guarantee for the bank loan of 125 million yuan of Guangzhou Tongxin Trading Co., Ltd. (hereinafter referred to as Guangzhou Tongxin) with its 128 million yuan bank fixed deposit certificate. The above loans were ultimately used to repay the borrowings of Lin Hongrun's affiliates. On October 21, 2021, when the above-mentioned bank loan of Guangzhou Tongxin expired, Lin Hongrun arranged for the bridge funds to renew the loan in the form of "repaying the old and borrowing the new", and once again provided a pledge guarantee with a fixed deposit certificate of 128 million yuan from Tiandi Baochuang. On December 29, 2021, Lin Hongrun arranged for the bridge funds to repay the loan and release the above-mentioned pledge guarantee. Neither of the above-mentioned external guarantees has fulfilled the approval procedures as required.
The amounts involved in the above two guarantees account for 21.37% and 20.63% of the company's latest audited net assets respectively. In the first half of 2021, the amount of external guarantees involved in Shenzhen Tiandi was 125 million yuan, accounting for 20.16% of the net assets of the "2021 Semi-annual Report". In 2021, the total amount of external guarantees involved in Shenzhen Tiandi was 250 million yuan, accounting for 44.72% of the net assets of Shenzhen Tiandi's "2021 Annual Report".
2. Failure to disclose related party transactions of non-operating capital transactions in accordance with regulations
In December 2021, in order to return the bridge funds used to release the above-mentioned pledge guarantee in October 2021, Lin Hongrun instructed relevant personnel to transfer 125 million yuan of funds from Shenzhen Tiandi Holding Company in the name of paying investment funds, accounting for 20.63% of the latest audited net assets of Shenzhen Tiandi. In order to cover up the non-operational occupation of funds, Lin Hongrun instructed relevant personnel to prepare and sign documents such as minutes of foreign investment meetings, investment contracts, and payment approval forms without commercial substance.
Since then, Lin Hongrun has repeatedly arranged for the bridge funds to be returned for a short period of time to cope with audits or inspections, and transferred them out again in the name of paying the advance payment for procurement on the next day or within a few days of the return, and instructed relevant personnel to prepare and sign procurement contracts, payment approval forms and other documents without commercial substance. The relevant situation is as follows: from April to May 2022, July 2022, and January 2023, Lin Hongrun instructed relevant personnel to transfer 126.6 million yuan, 127 million yuan, and 137 million yuan of funds from Shenzhen Tiandi and its holding company respectively, accounting for 22.65%, 22.72%, and 24.51% of the latest audited net assets of Shenzhen Tiandi. From May to July 2023, Lin Hongrun instructed relevant personnel to transfer 137 million yuan of funds from Shenzhen Tiandi Holding Company three times, accounting for 55.02% of the latest audited net assets of Shenzhen Tiandi. The non-operational occupation of funds by the actual controller of the above-mentioned company constitutes a related party transaction. Among them, the cumulative amount incurred in 2021 was 125 million yuan and the ending balance was 125 million yuan, accounting for 22.36% of the net assets of Shenzhen Tiandi's "2021 Annual Report"; In the first half of 2022, the cumulative amount incurred was 253.6 million yuan, and the closing balance was zero, accounting for 52.18% of the net assets of Shenzhen Tiandi's "2022 Semi-annual Report". As of April 30, 2024, the balance of funds occupied was 137 million yuan, accounting for 685% of the company's latest audited net assets.
The Shenzhen Securities Regulatory Bureau believes that the above-mentioned acts of Shenzhen Tiandi are suspected of violating the provisions of Paragraphs 1 and 2 of Article 78, Paragraphs 1 and 2 of Article 79 and Article 80 of the Securities Law, and constitute illegal acts under Paragraphs 1 and 2 of Article 197 of the Securities Law.
Lin Hongrun, the chairman and general manager at the time, planned and organized the implementation of the illegal acts involved in the case, and was the person in charge directly responsible for the above-mentioned illegal information disclosure of Shenzhen Tiandi; At the same time, as the actual controller of Shentiandi, Lin Hongrun organized and instructed the relevant personnel of the company to engage in the above-mentioned illegal acts, which constituted the illegal circumstances of organizing and instigating the actual controller as described in paragraphs 1 and 2 of Article 197 of the Securities Law.
In accordance with Lin Hongrun's instructions, Wu Hanxiong, the then chief financial officer, connected with the relevant bridge funders, arranged the transfer of funds, prepared business contracts without commercial substance, payment approval forms and other documents, and participated in the implementation of fund occupation.
Lin Jianrui, the employee director at the time, was responsible for keeping the official seal of Shenzhen Tiandi Holding Company, and in accordance with Lin Hongrun's instructions, handled the pledge guarantee without approval, and used the seal on the relevant investment contracts and business contracts, and was the other person directly responsible for the above-mentioned illegal information disclosure of Shenzhen Tiandi.
Lin Sicun, the chairman and general manager at the time, failed to perform his duties diligently, prudently reviewed the approval process for large-amount payments, and failed to effectively prevent the recurrence of capital occupation; Zhao Luxiang, then deputy general manager, and Luo Zhongwei, then deputy general manager and secretary of the board of directors, did not pay attention to the abnormal situation that the name of the counterparty to the contract was obviously unrelated to the content of the contract, and the signed contract was signed again within a short period of time after the termination.
Based on the two items, the Shenzhen Securities Regulatory Bureau intends to decide:
1. Shenzhen Tiandi (Group) Co., Ltd. was ordered to make corrections, given a warning, and fined 4 million yuan;
2. Lin Hongrun was given a warning and fined 8 million yuan; Among them, as the actual controller of the company, he was fined 5 million yuan, and as the directly responsible supervisor, he was fined 3 million yuan;
3. Give Wu Hanxiong a warning and impose a fine of 1 million yuan;
4. Give Lin Jianrui a warning and impose a fine of 900,000 yuan;
5. Give Lin Sicun a warning and impose a fine of 800,000 yuan;
6. Zhao Luxiang and Luo Zhongwei were respectively given warnings and fined 700,000 yuan.
*ST Shentian said in the announcement that the final result of this administrative penalty is subject to the formal administrative penalty decision issued by the Shenzhen Securities Regulatory Bureau. The Company will continue to pay attention to the progress of the above matters, and fulfill its information disclosure obligations in a timely manner in strict accordance with the requirements of relevant laws and regulations.
According to the data, *ST Shentian was founded in 1981, formerly known as Shenzhen Construction Industry Company, in June 1991 began to implement the shareholding system reform, in February 1993 to the public issued a total of 76 million shares of ordinary shares, and on April 29 of the same year on the Shenzhen Stock Exchange listed and traded. After years of development, it has formed an industrial structure with commercial concrete as the main industry, real estate development as the pillar industry, and property management as the auxiliary industry. (Sino-Singapore Jingwei APP)