Jiahua Energy (600273): Guan Jianzhong, A Real Controller, Was Criticized For Its Improper Listing And Listing.

The regulatory letter issued yesterday (2019) by the Shanghai stock exchange website shows that, after being identified, Guan Jianzhong, the controller of Zhejiang Jiaxing energy chemical Limited by Share Ltd (hereinafter referred to as "Jiahua energy", 600273.SH) and the then chairman of the board, in September 1, 2019, said in an interview with the media that there was no competition and related transactions in the company's sulfonated pharmaceutical business. It is in line with the requirements for the application of the science and technology board company, and is expected to be prepared as soon as possible after the policy rules for the separation and listing have been settled. After supervision and supervision, the company disclosed a Clarification Announcement on September 2nd, saying that the CSRC's "Regulations on the listing of domestic subsidiaries of listed subsidiaries" are currently only soliciting comments, and the relevant conditions and provisions of the listing are not yet clear. According to the current situation of the company, the related assets of the company have not yet satisfied the purpose of raising funds and business independence. The relevant requirements in the draft are also not fulfilled in the company's related matters. Guan Jianzhong apologized for his improper remarks.

The listing of important business segments of listed companies has a greater impact on the company's business performance and development layout. It is sensitive information that may have a significant impact on the company's stock trading price and investor decision-making. It should be disclosed by the company in the designated media of the China Securities Regulatory Commission. Guan Jianzhong, as the actual controller of the company and the then chairman of the board, released publicly the important information concerning the company's future business and development layout in public, and did not indicate that the related assets of the company did not meet the requirements in the draft of the split listing, and did not hint at the existence of the uncertainty risk. Inaccurate and discreet information dissemination may mislead market expectations and investors' decisions.

Guan Jianzhong's foregoing actions violated articles 2.2, 2.6, 2.14, 3.1.4 and 3.1.5 of the Stock Exchange Listing Rules of the Shanghai stock exchange, as well as the commitments made in the directors' statement and undertaking. In view of the above violation facts and circumstances, according to the provisions of article 17.1 of the Shanghai Stock Exchange Listing Rules and the implementation measures of disciplinary measures and supervision measures of the Shanghai stock exchange, the supervision of a listed company of the Shanghai stock exchange decides to regulate the regulatory measures of Guan Jianzhong, the actual controller of Jihua energy and the then chairman of the board.

China economic network reporter found that Jiaxin energy was founded in April 3, 1998, the registered capital of 1 billion 433 million yuan, in June 27, 2003 in the Shanghai Stock Exchange listing, the parties Guan Jianzhong as the legal representative and chairman of the board, as of September 30, 2019, Zhejiang Jiahua group Limited by Share Ltd is the largest shareholder, holding 467 million shares, the shareholding ratio is 32.62%, Guan Jianzhong is the fifth largest share. East, holding 20 million 159 thousand and 100 shares, the shareholding ratio of 1.41%. Litigant Guan Jianzhong has been the 2 Chairman of the company since October 24, 2014 until September 14, 2020.

Jiaxi energy released in September 2, 2019, "clarification notice on chairman's acceptance of media coverage" released by the CSRC shows that the provisions of the China Securities Regulatory Commission on the pilot of the listing of subsidiaries of Listed Companies in China are currently only soliciting comments, and the relevant articles and provisions of the listing are not yet clear. According to the company's current situation, the company's related assets are raised in use. Capital and business independence have not yet met the relevant requirements in the draft.

In the case of "some of the provisions of the pilot scheme for the listing of domestic subsidiaries of listed companies" is still in the process of soliciting opinions and unclear, the company's related matters have not fulfilled the relevant procedures of the board of directors and shareholders' meeting, and the relevant matters of the company have not yet met the relevant requirements of the draft. Mr. Guan Jianzhong, chairman of the company, extended sincere apologies to investors.

Article 2.2 of the Stock Exchange Listing Rules of the Shanghai stock exchange provides that directors, supervisors and senior managers of listed companies shall ensure that the companies disclose information in a timely and fair manner, as well as the truthfulness, accuracy and completeness of the contents of the information disclosure, without false records, misleading statements or major omissions. If the content of the announcement is not authentic, accurate and complete, it shall make corresponding statements and explain the reasons in the announcement.

Article 2.6 of the Stock Exchange Listing Rules of the Shanghai stock exchange stipulates that the disclosure of information by listed companies and relevant information disclosure obligor shall be objective, not exaggerated or misleading.

Article 2.14 of the Stock Exchange Listing Rules of the Shanghai stock exchange stipulates that the periodic reports and interim reports of listed companies and the announcements of relevant information disclosure obligor shall be disclosed in the media designated by the CSRC after being registered by the Institute.

The company and the relevant information disclosure obligor shall ensure that the documents disclosed in the designated media are exactly the same as those registered in the register, and can not be disclosed to the local institute in accordance with the prescribed date or registered contents.

Article 3.1.4 of the Stock Exchange Listing Rules of the Shanghai stock exchange provides that directors, supervisors and senior managers shall perform the following duties and make a commitment in the statement and undertaking of directors (supervisors and senior managers):

(1) to comply with and urge the company to abide by laws, administrative regulations, departmental rules and regulations, and fulfill its obligations of loyalty and diligence.

(two) to comply with and urge the company to comply with the rules and other provisions of the Institute and accept the supervision of the Institute;

(three) comply with and urge the company to comply with the articles of Association;

(four) other duties and other commitments that the institute should perform.

Supervisors should also undertake to supervise directors and senior managers to abide by their commitments.

Senior management should also undertake to report promptly to the board of directors the items that may have a greater impact on the trading price of the company's stock and its derivatives.

Article 3.1.5 of the Stock Exchange Listing Rules of the Shanghai stock exchange stipulates that directors' obligations of loyalty and diligence include the following:

(1) in principle, he should attend the meeting of the board of directors in person, act diligently in a reasonable and prudent manner, and make clear opinions on the matters to be discussed; for reasons that he can not attend the board meeting in person, he shall carefully select the trustee.

(two) seriously read the company's business, financial accounting reports and major media reports about the company, timely understand and continue to pay attention to the company's business management and the company's major events that may or may not happen and their impact, and report to the board of directors the problems in the company's business activities in time. To shirk responsibility for the problems and circumstances.

(three) the relevant provisions of the securities law and the company law and other obligations and diligence obligations recognized by the society.

Article 17.1 of the Stock Exchange Listing Rules of the Shanghai stock exchange provides that the Institute shall exercise routine supervision over the regulatory objects of article 1.5 of this regulation.

(1) the issuer, the company and the relevant information disclosure obligor, or its directors (meetings), supervisors and senior management personnel, shall be required to explain and explain the relevant issues.

(two) the company is required to hire relevant securities service institutions to verify and comment on the existing problems.

(three) issuing various notices and correspondence;

(four) appointment of the relevant personnel;

(five) the documents issued by sponsors, securities service institutions and related personnel will not be accepted for the time being.

(six) report illegal activities to the CSRC;

(seven) issue regulatory recommendations to the relevant competent departments;

(eight) other regulatory measures.

The company, the relevant information disclosure obligor, and other related personnel should accept and actively cooperate with the daily supervision of the Institute, answer the questions and answer the questions faithfully within the prescribed time limit, submit instructions as required, or disclose corresponding corrections or supplementary announcements.

The following is the original text:

Shanghai Stock Exchange

The letter of Shanghai Public Security Bureau No. 2019 [0121]

About Zhejiang Jiaxing energy chemical Limited by Share Ltd actual controller and current chairman Guan Jianzhong supervision concerns of decision

Party:

Guan Jianzhong, Zhejiang Jiaxing energy chemical Limited by Share Ltd actual controller and current chairman.

It was found that in September 1, 2019, there were media reports that Guan Jianzhong, the actual controller of the Zhejiang Jiahua energy chemical Limited by Share Ltd (hereinafter referred to as Jia Hua energy or company) and the then chairman of the board of directors, said that there was no competition and related transactions in the company's sulfonated pharmaceutical business. Quick report. After supervision and supervision, the company disclosed a Clarification Announcement on September 2nd, saying that the CSRC's "Regulations on the listing of domestic subsidiaries of listed subsidiaries" are currently only soliciting comments, and the relevant conditions and provisions of the listing are not yet clear. According to the current situation of the company, the related assets of the company have not yet satisfied the purpose of raising funds and business independence. The relevant requirements in the draft are also not fulfilled in the company's related matters. Guan Jianzhong apologized for his improper remarks.

The listing of important business segments of listed companies has a greater impact on the company's business performance and development layout. It is sensitive information that may have a significant impact on the company's stock trading price and investor decision-making. It should be disclosed by the company in the designated media of the China Securities Regulatory Commission. Guan Jianzhong, as the actual controller of the company and the then chairman of the board, released publicly the important information concerning the company's future business and development layout in public, and did not indicate that the related assets of the company did not meet the requirements in the draft of the split listing, and did not hint at the existence of the uncertainty risk. Inaccurate and discreet information dissemination may mislead market expectations and investors' decisions.

Guan Jianzhong, the actual controller of the company and the then chairman of the board, violated the relevant provisions of article 2.2, 2.6, 2.14, 3.1.4 and 3.1.5 of the Stock Exchange Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the rules for the listing of shares), as well as the commitments made in the "statement and undertaking".

In view of the above facts and circumstances, according to the provisions of article 17.1 of the stock listing rules and the implementation measures of disciplinary measures and supervision measures of the Shanghai stock exchange, our department makes the following regulatory measures:

Zhejiang Jiaxing energy chemical Limited by Share Ltd actual controller and then chairman Guan Jianzhong supervision concerns.

The directors, supervisors and senior managers of the company should take the warning to further strengthen the company's standardized operation and information disclosure management, strictly abide by the normative documents, such as laws, regulations and rules, and the business rules of the company, so as to ensure that the company disclose all important information in a timely, fair, truthful, accurate and complete manner.

Supervision of Listed Companies in Shanghai Stock Exchange

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