Jupeng Food Trust letter received warning letter in violation of regulations

Recently, the national small and medium-sized enterprise share transfer system announced the decision of taking self-discipline supervision measures on Gansu Jupeng Halal Food Co., Ltd. and relevant responsible subjects. It is found out that Gansu Jupeng Halal Food Co., Ltd. (hereinafter referred to as “Jupeng food”, 832332) has the following violation facts: < / P > < p > on October 14, 2019, the controlling shareholder of Jupeng Food Co., Ltd The 36.68 million shares of Jupeng food held by Xiuling (accounting for 40.00% of the total share capital of Jupeng food) were subject to judicial freeze, including the shares frozen this time. If all the frozen shares were exercised, the controlling shareholders and actual controllers of the company would be changed. On December 25, 2019, Jupeng food added to disclose the freezing of the above shares. < p > < p > Jupeng food failed to timely disclose the freezing situation of the shares held by the controlling shareholders, which violated Article 48 of the information disclosure rules of listed companies under the national share transfer system for small and medium-sized enterprises (issued on December 22, 2017) and Article 50 of the information disclosure rules of listed companies under the national share transfer system for small and medium-sized enterprises (issued on January 3, 2020) (hereinafter referred to as the information disclosure rules) One of the provisions constitutes information disclosure violations. Fang FanMei, then the Secretary of the board of directors, failed to inquire the information about the frozen shares held by the company’s shareholders in time, and failed to perform his duties faithfully and diligently, thus violating the provisions of Article 3 of the information disclosure rules, and was responsible for the above violations. In view of the above violation facts and circumstances, according to the provisions of Article 6.1 of the business rules and Article 67 of the information disclosure rules, the national equity transfer company decided to take self-regulation measures to issue warning letters to Jupeng food and Fang FanMei. Jupeng food and Fang FanMei shall perform the obligation of information disclosure in accordance with the business rules, information disclosure rules and corporate governance rules, so as to ensure that the information disclosure is true, complete, accurate and timely. We hereby advise Jupeng food and Fang FanMei to pay full attention to the above problems and learn from them to prevent the recurrence of similar problems. Otherwise, the national stock transfer companies will take further self regulatory measures or disciplinary actions. For the above punishment, the national stock transfer company will be recorded in the integrity archives database of the securities and futures market. The listed company shall timely disclose the corresponding information within 2 transfer days from the date of receiving the self regulatory decision. It was found that Jupeng food was established in Gansu Province on October 25, 1999. Zhang Xiuling was the legal representative, chairman and general manager, while Fang FanMei was the deputy general manager, Secretary of the board of directors and chief financial officer. As of December 31, 2019, Zhang Xiuling is the largest shareholder of the company, with a shareholding ratio of 40.00%. The company was listed on the new third board on April 28, 2015 with the stock code of 832332, and the sponsor securities company was Cinda securities. On November 21, 2019, the sponsor securities company will be changed to Datong securities. < p > < p > < p > < p > Article 9 of the guidelines for the continuous supervision of the sponsor securities companies of the national small and medium-sized enterprise stock transfer system (for Trial Implementation) stipulates that the sponsor securities company shall supervise the listed company to establish, improve and effectively implement the internal management system, including but not limited to the accounting system, financial management and risk control system, as well as external guarantee, major investment, entrusted financial management, related transaction, etc Business decision-making procedures and rules. < p > < p > on December 25, 2019, Jupeng food disclosed the announcement on judicial freezing of shares, which showed that the company’s shareholder Zhang Xiuling held 36.68 million shares of the company, which accounted for 40.00% of the total share capital of the company. Among the shares frozen this time, 29.925 million shares are shares with limited sales conditions, and 6.755 million shares are shares with unlimited sales conditions. The judicial freeze period is from October 14, 2019 to October 13, 2022. The company said the shares involved were controlled by the actual controller. Including the frozen shares, if all the frozen shares are exercised, the controlling shareholder or actual controller of the company may change. On November 21, 2019, the letter of supervision on the listing of small and medium-sized securities companies of Datong Securities Co., Ltd. has been released since November 21, 2019 Securities, Datong securities to perform the duty of continuous supervision. < p > < p > < p > Article 3 of the information disclosure rules of listed companies of national small and medium sized enterprises stock transfer system: listed companies and other information disclosure obligors shall timely and fairly disclose all information (hereinafter referred to as major information) that may have a greater impact on the trading prices of the company’s stocks and other securities and investors’ investment decisions (hereinafter referred to as major information), and ensure the authenticity of the information disclosure content It is accurate and complete without false records, misleading statements or major omissions. The directors, supervisors and senior managers of listed companies shall faithfully and diligently perform their duties to ensure the timely and fair disclosure of information by the company and the truthfulness, accuracy and completeness of the information disclosed. < p > < p > < p > < p > Article 48 of the information disclosure rules of Listed Companies in the national small and medium sized enterprises stock transfer system: after the board of directors has deliberated and approved the plan of profit distribution or capital reserve conversion to share capital, the listed company shall timely disclose the specific contents of the plan, and disclose the implementation announcement of the plan before the equity registration date of the implementation plan. < p > < p > < p > < p > Article 51 of the information disclosure rules of listed companies of the national small and medium sized enterprises stock transfer system: if more than 5% of the company’s shares held by any shareholder of the listed company are pledged, frozen, judicial auction, trusteeship, establishment of trust or restricted voting rights according to law, the company shall be informed in time and disclosed. < / P > < p > the controlling shareholders and persons acting in concert of the listed company at the selection level whose proportion of Pledged Shares accounts for more than 50% of the shares held by them, and if the shares are subsequently pledged, the company shall be informed in a timely manner, and the situation of the pledged shares, the end use of the pledged financing funds and the capital repayment arrangement shall be disclosed. < p > < p > < p > Article 67 of the information disclosure rules of companies listed in the national stock transfer system for small and medium-sized enterprises: in case of violation of these rules, the national stock transfer company may take the following self-discipline supervision measures according to the seriousness of the case: < / P > < P > Article 6.1 of the business rules of the national small and medium sized enterprise stock transfer system (Trial Implementation): the national stock transfer system company may stipulate article 1.4 of these business rules The following self regulatory measures shall be taken by the regulatory objects of the listed companies: < / P > < p > (1) the companies applying for listing, listed companies and other information disclosure obligors, or their directors (boards), supervisors (boards) and senior managers, sponsoring securities companies, securities service institutions and their relevant personnel shall explain, explain and disclose relevant issues; < / P > < p > regulatory objects shall actively cooperate with national shares For the daily supervision of the transfer system company, it shall answer questions within the prescribed time limit, submit explanations according to the requirements of the national stock transfer system company, or disclose the corresponding correction or supplementary announcement. < p > < p > Party: Gansu Jupeng Halal Food Co., Ltd. (hereinafter referred to as Jupeng food), with its domicile at No. 3, Chengbei 2nd Road, Circular Economy Park, Anding District, Dingxi City, Gansu Province. On October 14, 2019, 36680000 shares of Jupeng food (accounting for 40.00% of the total share capital of Jupeng food) held by Zhang Xiuling, the controlling shareholder of Jupeng food, was subject to judicial freeze. Including the frozen shares, if all the frozen shares were exercised, the controlling shareholders and actual controllers of the company would be changed. On December 25, 2019, Jupeng food added to disclose the freezing of the above shares. < p > < p > Jupeng food failed to timely disclose the freezing situation of the shares held by the controlling shareholders, which violated Article 48 of the information disclosure rules of listed companies under the national share transfer system for small and medium-sized enterprises (issued on December 22, 2017) and Article 50 of the information disclosure rules of listed companies under the national share transfer system for small and medium-sized enterprises (issued on January 3, 2020) (hereinafter referred to as the information disclosure rules) One of the provisions constitutes information disclosure violations. Fang FanMei, then the Secretary of the board of directors, failed to inquire the information about the frozen shares held by the company’s shareholders in time, and failed to perform his duties faithfully and diligently, thus violating the provisions of Article 3 of the information disclosure rules, and was responsible for the above violations. In view of the above violation facts and circumstances, in accordance with Article 6.1 of the business rules and Article 67 of the information disclosure rules, our company has made the following decision: < / P > < p > you shall perform the information disclosure obligations in accordance with the business rules, the information disclosure rules and the corporate governance rules, so as to ensure the authenticity, completeness, accuracy of the information disclosure In time. We hereby advise you to pay full attention to the above problems and learn from them to prevent the recurrence of similar problems. Otherwise, our company will take further self-discipline supervision measures or disciplinary actions.