*St Carey (002072): The Company And Related Parties Are Subject To Disciplinary Action

Stock Code: 002072 securities abbreviation: St Carey Announcement No.: 2020-l082

About the company and related parties received from Shenzhen Stock Exchange

Announcement of disciplinary decisions

Kairuide Holding Co., Ltd. (hereinafter referred to as "the company") has recently received the "decision on disciplinary action against Kairui Holdings Co., Ltd. and relevant parties" (hereinafter referred to as "disciplinary decision") issued by Shenzhen Stock Exchange. The relevant information is hereby announced as follows:

I. contents of the decision on punishment

party:

Kairuide Holding Co., Ltd., address: 12 / F, new poly building, No. 1, Chaoyangmen North Street, Dongcheng District, Beijing;

Wu lianmo, former actual controller and then chairman of Kairui Holding Co., Ltd;

Zhang Bin, Secretary of the board of directors, director and deputy general manager of kairuide Holding Co., Ltd;

Liu Shuyan was the chief financial officer, director and deputy general manager of kairuide Holding Co., Ltd;

Liu Tao, then supervisor of kairuide Holding Co., Ltd;

Hou Shujun, general manager of kairuide Holding Co., Ltd;

He Yajun, then general manager of Kairui Holding Co., Ltd.

After investigation, it is found that karead Holding Co., Ltd. (hereinafter referred to as "St Carey") and relevant parties have the following violations:

I. failure to disclose related party transactions and relationships truthfully

On December 3, 2014, St Carey disclosed the announcement on the transfer of 100% equity of the subsidiary Zibo jiezhimeng Trading Co., Ltd. (hereinafter referred to as the "equity transfer announcement") that st Carey and Zhejiang Yifu Holding Group Co., Ltd. (hereinafter referred to as "Zhejiang Yifu") signed an agreement to transfer 100% equity of the wholly-owned subsidiary Zibo jiezhimeng Trading Co., Ltd. to RMB 117 million Zhejiang Yifu, the transaction amount accounted for 64% of St Carey's audited net assets at the end of 2013. St Carey disclosed in the "equity transfer announcement" that "this transaction does not constitute a connected transaction".

According to the decision on administrative punishment ([2020] No. 26) issued by China Securities Regulatory Commission, the transaction is in essence a connected transaction between ST Carey and Wu lianmo, the former actual controller and then chairman of the board, through a third party.

St Carey did not truthfully disclose the association relationship with the trading counterparties in the announcement of equity transfer and the periodic reports of relevant years, and there were false records in the relevant announcement contents.

II. Providing external guarantee in violation of regulations

St Carey disclosed on August 21, 2019 that since 2013, St Carey has provided a total of 21 external guarantees for related parties such as International Investment Holding Co., Ltd., Xinjiang Demian Mining Co., Ltd. and the third party Chuang Yue Energy Group Co., Ltd. in the case of failing to fulfill the review procedures and information disclosure obligations, At the end of 2018, the net assets of Kairui accounted for 1131.33%. As of the disclosure date of the announcement, the balance of the above-mentioned external guarantee was RMB 164.7162 million.

The above behaviors of St Carey violate the provisions of articles 1.4, 2.1 and 9.11 of the Listing Rules of the stock exchange (revised in 2012), articles 1.4, 2.1, 9.11 and 9.15 of the Listing Rules of the stock exchange (2014 Revision) and articles 1.4, 2.1 and 9.11 of the Listing Rules of the stock exchange (revised in November 2018).

Wu lianmo, the former actual controller and then chairman of St Carey, violated articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in 2012) and articles 1.4, 2.2, 3.1.5, 3.1.6 and 10.1.7 of the stock listing rules of the stock exchange (revised in 2014) of the stock exchange, which is of great importance to the first and second facts of St Carey's violation Responsibility.

Liu Shuyan, then director, deputy general manager and chief financial officer of St Carey, violated articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules of the stock exchange (revised in 2012) and articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules of the stock exchange (revised in November 2018), and is responsible for the above violation facts 1 and 2 of St Carey.

Zhang Bin, then director, deputy general manager and Secretary of the board of directors of St Carey, violated articles 1.4, 2.2, 3.1.5, 3.1.6 and 3.2.2 of the stock listing rules of the stock exchange (revised in 2014) and articles 1.4, 2.2, 3.1.5, 3.1.6 and 3.2.2 of the stock listing rules of the stock exchange (revised in November 2018) of the stock exchange Fact one is responsible.

Liu Tao, the then supervisor of St Carey, violated articles 1.4, 2.2 and 3.1.5 of the stock listing rules (2014 Revision) and articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in November 2018) of the stock exchange, and was responsible for the first violation of the rules mentioned by St Carey.

Hou Shujun, then general manager of St Carey, violated the stock listing rules (2012) of the stock exchange

According to Article 1.4, 2.2 and 3.1.5, St Carey shall be responsible for the above violation. He Yajun, the then general manager of St Carey, violated articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in 2012) and articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in 2014) of the stock exchange, and he Yajun is responsible for the above violation.

In view of the above illegal facts and circumstances, in accordance with articles 17.2, 17.3 and 17.4 of the stock listing rules (revised in 2012), and articles 17.2, 17.3 and 17.4 of the stock listing rules (2014) of the stock exchange, Articles 17.2, 17.3 and 17.4 of the Listing Rules of the stock exchange (revised in April 2018), articles 17.2, 17.3 and 17.4 of the Listing Rules of the stock exchange (revised in November 2018) and Articles 15 and 23 of the standard for the implementation of disciplinary actions of listed companies (for Trial Implementation) of the stock exchange shall be deliberated and approved by the Disciplinary Committee of the exchange, and the following disciplinary decisions shall be made Fixed:

1. Punish kairuide Holding Co., Ltd. in public.

Second, Wu lianmo, the former actual controller and then chairman of kairuide Holding Co., Ltd., was publicly reprimanded.

III. Liu Shuyan, then director, deputy general manager and chief financial officer of kairuide Holding Co., Ltd., Liu Tao, then supervisor, Zhang Bin, then director, deputy general manager and Secretary of the board of directors, he Yajun, then general manager, and Hou Shujun, then general manager, were given punishment of circulating criticism.

If st Carey and Wu lianmo are not satisfied with the disciplinary decision made by the exchange, they may apply to the exchange for review within 15 trading days from the date of receiving the disciplinary decision. The application for reexamination shall be submitted by St Carey through the business zone of the listed company of this stock exchange, or submitted by mail or on-site to the designated contact person of the exchange (Ms. Liu, Tel: 0755-88668240).

As for the above-mentioned illegal behaviors of Kairui Holding Co., Ltd. and related parties and the punishment given by the exchange, the exchange will record them into the integrity archives of listed companies and make them public to the public.

All the above decisions are the contents of the "punishment".

II. The company's rectification and apology for violations

The company will urge relevant personnel to strengthen the study of laws and regulations such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for standardized operation of listed companies on Shenzhen Stock Exchange, and the management measures for information disclosure of listed companies, so as to strengthen the awareness of risk responsibility and improve the standard operation level and the quality of information disclosure.

The company would like to take this as a warning, strictly abide by the relevant laws and regulations such as the company law, the securities law and the Listing Rules of small and medium board stocks of Shenzhen Stock Exchange, and operate in accordance with the law to avoid the recurrence of such matters.

It is hereby announced

Board of directors of Kairui Holding Co., Ltd

November 24, 2020