(Original title: ST Modern is suspected of having two illegal facts and plans to be punished and face investor claims)
On the evening of December 6, ST Modern (002656) issued an announcement stating that the company received the “Advance Notice of Administrative Punishment” issued by the Guangdong Securities Regulatory Bureau on December 3. So far, the investigation of ST Modern’s suspected violation of information disclosure law and regulations has been completed by the Securities Regulatory Commission.
After investigation, ST Modern was suspected of having two illegal facts of related party transactions that failed to disclose in a timely manner, failed to disclose external guarantees in the periodic report, and failed to disclose in the periodic report the controlling shareholder’s non-operating capital occupation.
Specifically, from April 2018 to January 2019, ST Modern failed to perform the examination and approval procedures in accordance with the regulations and provided a total of 5 joint guarantees for Lin Yongfei and other related parties in the name of a listed company or subsidiary. Among them, the external guarantee in the first half of 2018 The total amount is 219.285 million yuan, and the total amount of external guarantees in 2018 is 319.285 million yuan, and the total amount of external guarantees in the first half of 2019 is 469,285 million yuan, accounting for 9.28%, 13.41%, and 19.7% of the corresponding latest audited net assets.
ST Modern’s 2018 semi-annual report and 2018 annual report did not disclose external guarantees as required. The 2019 semi-annual report only disclosed two guarantees, involving a guarantee amount of 200 million yuan. The remaining 3 guarantees were not disclosed, and related regular reports exist. Major omission.
In addition, from December 2018 to August 2019, ST Modern, without decision-making approval or authorization procedures, used accounts prepaid, prepaid investment funds, prepaid engineering funds, cash mixed management, etc., through accounts such as suppliers and franchisees, Accumulatively provided non-operating funds of RMB 246,912,100 to Ruifeng Group, the controlling shareholder, for repayment of loans, borrowings or investments to its subsidiaries, other equity investments, and payment of Ruifeng Group’s daily expenses or wages. ST Modern’s 2018 annual report and 2019 semi-annual report did not disclose the related transactions of the above-mentioned related parties’ non-operating capital occupation, and there were major omissions.
Based on the above-mentioned illegal facts, the Guangdong Securities Regulatory Bureau intends to decide: to give a warning to ST Modern and impose a fine of 400,000 yuan; to give a warning to Lin Yongfei, who was the chairman of the board and act as secretary to the board of directors, and to impose a fine of 600,000 yuan; and to impose a fine of 600,000 yuan on the current director Weng Wuqiang, the general manager and Liu Wenyan, the then chief financial officer and director, gave warnings and imposed a fine of 150,000 yuan.
According to relevant judicial interpretations, Lawyer Wu Lijun of Shanghai Oriental Cambridge Law Firm stated that (1) ST Modern was bought from April 1, 2018 to August 22, 2019, and remained at the close of the market on August 22, 2019. Hold the stock; (2) Purchase ST Modern from August 23, 2019 to March 31, 2020, and still hold the stock at the close of March 31, 2020. Any injured investor who meets any of the above time periods can register through the WeChat public account “Public Securities News” (feature code: 18018) to participate in the claim.
As of November 30 this year, ST Modern’s cumulative amount of illegal guarantees was 435.7095 million yuan, the guaranteed principal amount was 192,856,700 yuan, and the balance of the illegal guarantee principal amounted to 242.8529 million yuan; the company’s controlling shareholder Ruifeng Group took up the balance of non-operating funds. It is 241,933,800 yuan.
In terms of performance, the company achieved total operating income of 277 million yuan in the first three quarters of 2021, a year-on-year decrease of 26.11%; net profit attributable to the parent was 14.6165 million yuan, a year-on-year increase of 105.57%.
Reporter Xiao Hongjuan
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