Three warning letters of illegal receipt of Rongfeng holding and related party transaction letter of Maanshan Rural Commercial Bank

According to the administrative supervision measures (hjzj [2020] No. 190) recently published on the website of Shanghai regulatory bureau of China Securities Regulatory Commission (CSRC), Rongfeng Holding Group Co., Ltd. (hereinafter referred to as “Rongfeng holding”, 000668. SZ) has the following problems in Information Disclosure: < / P > < p > 1. On December 2, 2019, the company and Anhui MAANSHAN Rural Commercial Bank Co., Ltd Ma’anshan rural commercial bank provided discount business of commercial acceptance bill to the company with the amount of no more than RMB 400 million, accounting for 47.12% of the company’s latest (2018) audited net assets. The acting chief financial officer of the company is the director of Ma’anshan rural commercial bank, and the above matters constitute related party transactions. However, the company will not hold the board of directors and the general meeting of shareholders to review the above matters until April 23, 2020 and May 15, 2020 respectively, and will make supplementary disclosure on April 25, 2020. The above behaviors violate the provisions of the first paragraph of Article 2, the first paragraph of Article 30 and Article 48 of the measures for the administration of information disclosure of listed companies (Order No. 40 of CSRC). < / P > < p > upon investigation, Shanghai Gongbao submitted a binding offer letter to the seller nbg on June 7, 2018. On October 17, 2018, the chairman of the company received a letter from nbg on behalf of Shanghai Gongbao. According to the letter, as Shanghai Gongbao failed to meet the relevant conditions proposed by nbg, the board of directors of nbg decided to terminate further discussion with Shanghai Gongbao on the acquisition of ethniki Hellenic general insurance S.A. However, the company has not disclosed the above progress of the acquisition of ethniki Hellenic general insurance S.A. The above behaviors violate the provisions of the first paragraph of Article 2 and Article 32 of the measures for the administration of information disclosure of listed companies (Order No. 40 of CSRC). < / P > < p > 3. From January 1, 2019 to October 28, 2019, Beijing Rongfeng Real Estate Development Co., Ltd. and rongkong Industrial Investment Co., Ltd., the holding subsidiaries of the company, purchased financial products with their own funds, totaling 115 million yuan, accounting for 13.55% of the company’s latest (2018) audited net assets. The company did not disclose in time when the accumulated purchase of financial products reached 10% of the company’s latest audited net assets, and did not disclose the occurrence of entrusted financial management in the 2019 annual report. The above behaviors do not comply with the provisions of item 3, paragraph 1, Article 41 of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (2017 Revision) (CSRC announcement [2017] No. 17), and violate the provisions of item 1, Article 2, item 10, Article 21 and item 30 of the administrative measures for information disclosure of listed companies (CSRC Order No. 40) The provisions of paragraph 1 and paragraph 2 (2) of Article 33 and paragraph 1 of Article 33. < / P > < p > according to item 3 of Article 59 of the measures for the administration of information disclosure of listed companies, Shanghai regulatory bureau has decided to issue a warning letter to Rongfeng holdings, requiring the company to improve its awareness of standardized operation and do a good job in information disclosure. According to the inquiry of China Economic Net, Rongfeng holdings was founded on September 2, 1988 with a registered capital of 147 million yuan. It was listed on the Shenzhen Stock Exchange on December 10, 1996. As of September 30, 2020, shengshida Investment Co., Ltd. is the largest shareholder, holding 59.9261 million shares, accounting for 40.81%. < / P > < p > according to the announcement on related party transactions of commercial bill discount business issued by the company on April 25, 2020, the company applied to Ma’anshan rural commercial bank for commercial acceptance bill discount business due to the need of business development, with the amount of no more than 400 million yuan and the term of one year. Chongqing Rongfeng Jilian Real Estate Development Co., Ltd., the holding subsidiary of the company, provides mortgage guarantee for the use right of Cimushan plot in division F of tanzishi group, Nan’an District, Chongqing. The purpose of the company’s application for discount business of commercial acceptance bill is to speed up the capital turnover and reduce the cost of capital use. From the beginning of 2019 to the announcement date, in addition to this related transaction, the company and Ma’anshan rural commercial bank have other related transaction amount of 9.9 million yuan. < p > < p > Article 2 of the administrative measures for information disclosure of listed companies (Order No. 40 of the CSRC) stipulates that information disclosure obligors shall truly, accurately, completely and timely disclose information, and shall not have false records, misleading statements or major omissions. Information disclosure obligors shall disclose information to all investors at the same time. The information disclosed in the overseas market by a company that issues securities and their derivatives and is listed in the domestic and overseas markets shall be disclosed in the domestic market at the same time. < p > < p > Article 30 of the administrative measures for information disclosure of listed companies (Order No. 40 of China Securities Regulatory Commission) stipulates that when a major event occurs that may have a greater impact on the trading prices of securities and derivatives of listed companies, and the investors have not yet known about it, the listed company shall immediately disclose it, stating the cause, current status and possible impact of the event. The major events mentioned in the preceding paragraph include: < / P > < p > (11) the company is suspected of violating laws and regulations and investigated by the competent authorities, or subject to criminal punishment or major administrative punishment; the company’s directors, supervisors and senior managers are suspected of violating laws and regulations and investigated by the competent authorities or taking compulsory measures; < / P > < p > (13) the board of directors’ opinions on the issue of new shares or other refinancing plans and equity incentive parties Relevant resolutions are formed; (14) The court ruled that controlling shareholders are prohibited from transferring their shares; more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auctioned, entrusted, set up a trust, or their voting rights are restricted according to law; < / P > < p > (XX) due to errors in the previously disclosed information, failure to disclose according to regulations, or false records, they are ordered to make corrections by relevant authorities or decided by the board of directors Correction; < p > < p > Article 48 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) stipulates that the directors, supervisors, senior managers, shareholders holding more than 5% of the shares, their concerted action persons and actual controllers of a listed company shall timely submit the list of related persons of the listed company and the description of the related relationship to the board of directors of the listed company. A listed company shall perform the deliberation procedures of related party transactions and strictly implement the avoidance voting system of related party transactions. All parties to the transaction shall not evade the deliberation procedures and information disclosure obligations of the listed company through concealing the related party relationship or adopting other means. < p > < p > Article 32 of the administrative measures for information disclosure of listed companies (Order No. 40 of China Securities Regulatory Commission) stipulates: after a listed company discloses a major event, if the disclosed major event has a progress or change that may have a greater impact on the trading price of the listed company’s Securities and its derivatives, the progress or change and the possible impact shall be disclosed in a timely manner. < / P > < p > (3) the issuance and changes of the company’s stocks and bonds, the total amount of stocks and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the top 10 shareholders of the company; < / P > < p > Article 33 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) stipulates that the major events specified in Article 30 of these measures occurred in the holding subsidiaries of listed companies, which may be harmful to the listed companies If the transaction price of securities and their derivatives has a great impact, the listed company shall perform the obligation of information disclosure. In case of any event that may have a great impact on the transaction price of the listed company’s securities and their derivatives, the listed company shall perform the obligation of information disclosure. Article 59 of the measures for the administration of information disclosure of listed companies stipulates that if the information disclosure obligors and their directors, supervisors and senior managers, as well as the shareholders, actual controllers and purchasers of listed companies and their directors, supervisors and senior managers violate the measures, the CSRC may take the following regulatory measures: < / P > < p > 1 The company and Anhui Ma’anshan Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Ma’anshan rural commercial bank”) signed the “commercial acceptance discount agreement”. Ma’anshan rural commercial bank provides you with commercial acceptance discount business, with the amount of no more than 400 million yuan, accounting for 47.12% of the company’s latest (2018) audited net assets. The acting chief financial officer of your company is the director of Ma’anshan rural commercial bank. The above matters constitute related party transactions. However, your company will not hold the board of directors and the general meeting of shareholders respectively to review the above matters until April 23, 2020 and May 15, 2020, and will make supplementary disclosure on April 25, 2020. < / P > < p > the above behaviors violate the provisions of Article 2 (1), Article 30 (1) and Article 48 of the measures for the administration of information disclosure of listed companies (Order No. 40 of CSRC). < / P > < p > 2. On February 12, 2018, your company disclosed the announcement of intention to jointly acquire the equity of ethniki Hellenic general insurance S.A. with related parties, and intended to acquire the wholly-owned insurance subsidiary of National Bank of green (nbg) with Shanghai Gongbao Business Consulting Co., Ltd. (hereinafter referred to as “Shanghai Gongbao”) as a joint venture S. A. no less than 75% equity. On February 27, 2018, your company disclosed the announcement of intention to jointly acquire the equity of ethniki Hellenic general insurance S.A. with related parties (Updated) and the supplementary announcement of intention to jointly acquire the equity of ethniki with related parties, supplementing some contents disclosed on February 12, 2018. On May 3, 2018, your company disclosed the announcement on the progress of joint acquisition with related parties of the equity interests of ethniki Hellenic general insurance S.A., stating that Shanghai Gongbao received the notice letter from Goldman Sachs and Morgan Stanley, the financial advisers of nbg, the seller, on May 1, 2018, and was officially invited to participate in a new round of bidding as one of the two bidders. < / P > < p > upon investigation, Shanghai Gongbao submitted a binding offer letter to the seller nbg on June 7, 2018. On October 17, 2018, the chairman of your company received a letter from nbg on behalf of Shanghai Gongbao. According to the letter, as Shanghai Gongbao failed to meet the relevant conditions proposed by nbg, the board of directors of nbg decided to terminate further discussion with Shanghai Gongbao on the acquisition of ethniki Hellenic general insurance S.A. However, your company has not disclosed the above progress of the acquisition of ethniki Hellenic general insurance S.A. < / P > < p > the above behaviors violate the provisions of paragraph 1 of Article 2 and Article 32 of the administrative measures for information disclosure of listed companies (Order No. 40 of CSRC). < / P > < p > 3. From January 1, 2019 to October 28, 2019, your holding subsidiaries Beijing Rongfeng Real Estate Development Co., Ltd. and rongkong Industrial Investment Co., Ltd. purchased financial products with their own funds, totaling 115 million yuan, accounting for 13.55% of the company’s latest (2018) audited net assets. Your company did not disclose in time when the accumulated purchase of financial products reached 10% of the company’s latest audited net assets, and did not disclose the occurrence of entrusted financial management in the 2019 annual report. < / P > < p > the above behaviors do not comply with the provisions of item 3, paragraph 1, Article 41 of the standards for the content and format of information disclosure of companies offering securities to the public No.2 – the content and format of annual reports (2017 Revision) (CSRC announcement [2017] No.17), and violate the provisions of item 1, Article 2 and item 10, Article 21 of the administrative measures for information disclosure of listed companies (CSRC order No.40) The first and second paragraph of Article 30 and the first paragraph of Article 33. < / P > < p > according to item 3 of Article 59 of the measures for the administration of information disclosure of listed companies, our bureau has decided to take administrative supervision measures to issue a warning letter to your company. Your company should improve its standard operation