Chen Xiufeng, the actual controller of Xingyuan material, and Chen Liang brothers violate the regulations by receiving the supervision letter to reduce their holdings

The website of Shenzhen Stock Exchange recently released the supervision letter on Chen Xiufeng and Chen Liang, the controlling shareholder and actual controller of Shenzhen Xingyuan Material Technology Co., Ltd. (GEM supervision letter [2020] No. 206). As the controlling shareholders and actual controllers of Shenzhen Xingyuan Material Technology Co., Ltd. (hereinafter referred to as “Xingyuan material”, 300568. SZ), Chen Xiufeng and Chen Liang were diluted due to centralized bidding trading and block trading reduction, convertible corporate bonds conversion and restricted stock grant. From August 16, 2019 to November 23, 2020, the proportion of their shares in the company increased from 26.49% 81%, a cumulative decrease of 5.68%. On November 4, 2020, the proportion of shares held by Chen Xiufeng and Chen Liang in the company decreased by 5%, but Chen Xiufeng and Chen Liang failed to perform their reporting and announcement obligations in time in accordance with the provisions of the securities law and the administrative measures for the acquisition of listed companies. The short form equity change report was not disclosed until November 27, 2020. At the same time, Chen Xiufeng failed to stop trading as required and failed to make the announcement from November 4 to January 1, 2020 During the period of January 23, the company continued to reduce its shares by 0.675%. < / P > < p > the above behaviors of Chen Xiufeng and Chen Liang violate the provisions of article 1.4, article 2.3.1, article 2.3.10 and article 5.1.1 of the GEM Listing Rules (revised in 2020) of Shenzhen Stock Exchange. Chen Xiufeng and Chen Liang are requested to pay full attention to the above problems, draw lessons from them and rectify them in time to prevent the recurrence of the above problems. < p > < p > Shenzhen Xingyuan Material Technology Co., Ltd. was established in September 2003 with a registered capital of 192 million yuan. It was listed on the Shenzhen Stock Exchange in December 2016 with the stock code of 300568. Shenzhen Xingyuan Material Technology Co., Ltd. is a state-level high-tech enterprise specializing in the research, development, production and sales of lithium-ion battery separators in the fields of new energy, new materials and new energy vehicles. < / P > < p > Chen Xiufeng is the largest shareholder, holding 20.33%. From November 5, 2014 to now, Chen Xiufeng has been the chairman and director of Xingyuan materials. From November 2, 2020, Chen Xiufeng has been the general manager of Xingyuan materials. Chen Liang is the fourth largest shareholder, holding 3.01%. From November 14, 2014 to November 1, 2020, Chen Liang served as the general manager of Xingyuan materials, and from November 5, 2014 to November 1, 2020, Chen Liang served as the general vice chairman of Xingyuan materials. According to the documents of Xingyuan materials, Chen Xiufeng and Chen Liang are brothers, the controlling shareholder and actual controller of Xingyuan materials, and they are the persons acting in concert identified in Article 83 of the administrative measures for the acquisition of listed companies. < p > < p > on November 27, 2020, Xingyuan materials released a short equity change report. As of August 16, 2019, Chen Xiufeng and Chen Liang, the information disclosure obligors, held 61.028 million shares of the company, accounting for 26.49% of the total share capital of the company at that time. As of November 4, 2020, the information disclosure obligors held 61.028 million shares of the company due to the dilution of equity due to the company’s convertible bonds, the implementation of restricted stock incentive plan and other matters, as well as the reduction of shares The company has 95.8687 million shares, accounting for 21.37% of the company’s total share capital at that time. After the occurrence of this fact, the information disclosure obligors failed to timely perform the reporting and information disclosure obligations and stop trading the company’s shares in accordance with the relevant provisions of the administrative measures for the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – equity change report On the signing date of the report, the information disclosure obligors held 93.3744 million shares of the company, accounting for 20.81% of the total share capital of the company. < / P > < p > Shenzhen Stock Exchange GEM Listing Rules (2020) According to Article 1.4 of the law of the people’s Republic of China, the issuers, listed companies and their directors, supervisors, senior managers, shareholders or holders of depository receipts, actual controllers, purchasers, parties involved in major asset restructuring and other natural persons, institutions and their related personnel, bankruptcy administrators and their members, as well as recommendation institutions and their recommendation representatives, securities service institutions and their related personnel shall comply with the law Abide by laws, administrative regulations, departmental rules, normative documents, these rules and the detailed rules, guidelines, notices, methods, guidelines and other relevant provisions issued by the exchange (hereinafter referred to as other relevant provisions of the exchange), be honest, trustworthy and diligent. < / P > < p > Shenzhen Stock Exchange GEM Listing Rules (2020) According to Article 2.3.1 of the “Securities Law of the people’s Republic of China” (revised in 1997), the restrictions on the sale and reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and other changes in shares shall comply with the company law, securities law, relevant provisions of China Securities Regulatory Commission and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies (hereinafter referred to as the detailed rules for share reduction) 》), the detailed rules for the implementation of the reduction of shares held by shareholders of venture capital funds of listed companies and the articles of association of the company. < / P > < p > shareholders of a listed company may transfer the shares issued before the initial public offering (hereinafter referred to as pre IPO shares) by way of inquiry transfer and placement to specific institutional investors. The transfer method, procedure, price, proportion and subsequent transfer shall be separately stipulated by the exchange and implemented after being approved by the CSRC. < / P > < p > Shenzhen Stock Exchange GEM Listing Rules (2020) Article 2.3.10 of the securities law of the people’s Republic of China (revised in 1997) stipulates that if the change of shares in which the investors and their concerted actors have rights and interests in the listed company involves the acquisition or change of shares and interests as stipulated in the securities law and the administrative measures for the acquisition of listed companies, they shall perform the obligation of reporting and public announcement in accordance with the provisions, and timely notify the company to issue a suggestive announcement. < / P > < p > Shenzhen Stock Exchange GEM Listing Rules (2020) Article 5.1.1 of the “amendment of the stock exchange of the people’s Republic of China” stipulates that listed companies and relevant information disclosure obligors shall, in accordance with laws, administrative regulations, departmental rules, normative documents, these rules and other relevant provisions of the exchange, timely and fairly disclose all information or matters that may have a greater impact on the trading price or investment decision-making of the company’s stocks and their derivatives (hereinafter referred to as major information, important information) And ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions. < / P > < p > as the controlling shareholder and actual controller of Shenzhen Xingyuan Material Technology Co., Ltd. (hereinafter referred to as “the company”), due to the passive dilution of centralized bidding trading and block trading reduction, convertible corporate bond conversion and restricted stock grant, the proportion of shares held by you decreased from 26.49% to 20.81% from August 16, 2019 to November 23, 2020, accumulating 68%. On November 4, 2020, your shares in the company decreased by 5%, but you failed to fulfill your reporting and announcement obligations in time in accordance with the provisions of the securities law and the administrative measures for the acquisition of listed companies. You did not disclose the short form equity change report until November 27, 2020. At the same time, Chen Xiufeng did not stop trading as required and continued to reduce the company’s shares from November 4 to November 23 675%. < / P > < p > your above behavior violates the provisions of article 1.4, article 2.3.1, article 2.3.10 and article 5.1.1 of the GEM Listing Rules (revised in 2020). Please pay full attention to the above problems, learn from them, rectify them in time, and prevent them from happening again. < / P > < p > our department reminds you that the controlling shareholders and actual controllers of listed companies must, in accordance with the relevant provisions of the national laws and regulations, the GEM Listing Rules and the guidelines for the standardized operation of listed companies on the gem, buy and sell the company’s stocks in compliance with the regulations, and earnestly and timely perform the obligation of information disclosure. < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. The content of this article is for reference only, and does not constitute an investment proposal. 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