Warning letter received by couple of actual controllers of Tianhong laser violation

According to the decision on administrative supervision measures ([2020] No. 120) published on the website of national small and medium-sized enterprise share transfer system on September 25, it is found that Jin Chaolong, the controlling shareholder and actual controller of Suzhou Tianhong laser Co., Ltd. (hereinafter referred to as “Tianhong laser”, 430549), holds 14.6892 million shares of the company (accounting for 20.31% of the total share capital of the company), and all the shares of the company held by Zheng Lijun Shares of 4.7118 million shares (accounting for 6.52% of the total share capital of the company) were judicial frozen by Suzhou intermediate people’s Court of Jiangsu Province in February 2020, with the freezing period from February 24, 2020 to February 23, 2023. The company will make supplementary disclosure on April 13, 2020 if the above-mentioned frozen shares are exercised, which may lead to changes in the company’s controlling shareholders and actual controllers. In June 2020, 14.6892 million shares (20.31% of the total share capital of the company) held by Jin Chaolong, the controlling shareholder and actual controller of Tianhong laser, 4.7118 million shares held by Zheng Lijun (6.52% of the total share capital of the company) and 3.1832 million shares (4.40% of the total share capital) held by Guo Jinping, the controlling shareholder and actual controller of Tianhong laser, were frozen by the people’s Court of Suzhou Industrial Park The freezing period is from June 9, 2020 to June 8, 2023. The company will make supplementary disclosure on July 10, 2020 if the above-mentioned frozen shares are exercised, which may lead to changes in the company’s controlling shareholders and actual controllers. < p > < p > < p > more than 5% of the listed company’s shares held by the shareholders of Tianhong laser were frozen by the judiciary and were not disclosed in time, which violated the provisions of Article 51 of the information disclosure rules of listed companies of national small and medium sized enterprises stock transfer system (issued on January 3, 2020), and constituted an information disclosure violation. < p > < p > in view of the above violations, Jin Zhaolong, the frozen shareholder, controlling shareholder, actual controller, chairman and general manager, and Zheng Lijun, the frozen shareholder, controlling shareholder, actual controller and director, failed to timely inform and assist in disclosure of the judicial freeze, which violated Article 75 of the governance rules of listed companies of national small and medium sized enterprises stock transfer system. Liu Li, Secretary of the board of directors of the company, failed to disclose the judicial frozen information in time, which violated 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 Article 6.1 of the business rules and Article 14 of the detailed rules for the implementation of self-discipline supervision measures and disciplinary actions of the national small and medium-sized enterprise stock transfer system, the first company supervision department of the national stock transfer company decided to take the self-discipline supervision measures of issuing warning letters to Tianhong laser, and took the self regulatory measures of issuing warning letters to Jin Chaolong, Zheng Lijun and Liu Li Legal supervision measures. < p > < p > according to the inquiry of China economic network, Tianhong laser was established on January 9, 2001 with a registered capital of RMB 72.32 million. Jin Chaolong is the legal representative, major shareholder, actual controller, chairman and general manager, with a shareholding ratio of 20.31%. Zheng Lijun is the third largest shareholder with a shareholding ratio of 6.52%. The company was listed on the new third board on January 24, 2014, and the sponsor securities company was Western Securities Co., Ltd. < 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. According to the announcement on judicial freezing of shares issued by Tianhong laser on April 13, 2020, shareholders Jin Chaolong and Zheng Lijun successively received the notice of arbitration of Shenzhen International Arbitration Court ((2019) sgzcs No. 7652-4) and civil ruling of Suzhou intermediate people’s Court ((2020) su05 Caibao No. 10) on February 26, 2020 In the case of equity repurchase dispute of “capital fund partnership enterprise (limited partnership)”, the other party initiated an arbitration application for judicial preservation of the property under the names of Jin Chaolong and Zheng Lijun. Therefore, the company’s shares of 19401000 shares held by the shareholders Jin Chaolong and Zheng Lijun were frozen by the intermediate people’s Court of Suzhou City, Jiangsu Province. The company’s shareholders Jin Chaolong and Zheng Lijun hold 26.83% of the company’s total share capital. Among the shares frozen this time, 15.50300 shares are shares with limited sales conditions, and 3900800 shares are shares with unlimited sales conditions. According to the announcement on judicial freezing of equity and litigation involving controlling shareholders, actual controllers and shareholders issued by Tianhong laser on July 10, 2020, the company has recently received the notice of controlling shareholders Jin Chaolong and Zheng Lijun, and learned that they have received the notice of responding to litigation (2020) No. 2602 of Suzhou industrial park people’s court. Wuxi Yueyan Investment Center (limited partnership), the shareholder of the company, as the plaintiff and the controlling shareholders Jin Chaolong, Zheng Lijun and shareholder Guo Jinping as defendants, filed a lawsuit with the people’s Court of Suzhou Industrial Park. In July 2017, the plaintiff planned to participate in the directional issuance of the company’s shares and signed an agreement with the defendants Jin Chaolong and Zheng Lijun. Now because the company’s performance did not meet the agreement, the defendant failed to fulfill the obligation of share repurchase as agreed, leading the plaintiff to sue the court. Shareholders Jin Chaolong and Zheng Lijun held a total of 19.401 million shares of the company, and Guo Jinping held 3.1832 million shares of the company. Due to the plaintiff’s application for property preservation, the shares held by the above shareholders were frozen by the people’s Court of Suzhou Industrial Park. < p > < p > < p > Article 51 of the information disclosure rules of Listed Companies in the national small and medium sized enterprises stock transfer system (issued on January 3, 2020) stipulates that if more than 5% of the company’s shares held by any shareholder of the listed company are pledged, frozen, judicial auction, custody, set up 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 75 of the governance rules of listed companies of national small and medium-sized enterprises stock transfer system stipulates that shareholders, actual controllers and purchasers of listed companies shall perform their obligation of information disclosure in strict accordance with relevant provisions, timely inform listed companies of changes in control right, rights and interests and other major matters, and ensure that the information disclosed is true, accurate and complete without any falsehood False records, misleading statements or major omissions. The shareholders, actual controllers and purchasers of listed companies shall actively cooperate with the company to fulfill the obligation of information disclosure, and shall not require or assist the company to conceal important information. < p > < p > < p > Article 3 of the information disclosure rules of listed companies of national small and medium-sized enterprises stock transfer system stipulates that listed companies and other information disclosure obligors shall timely and fairly disclose all information (hereinafter referred to as major information) that may have a great impact on the trading prices of the company’s stocks and other securities and investors’ investment decisions, and ensure the authenticity of the information disclosure contents It is true, 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 14 of the detailed rules for the implementation of self regulatory regulatory measures and disciplinary sanctions in the national share transfer system for small and medium-sized enterprises stipulates that in case of any violation of the regulations by the listed company, listed company, purchaser, bankruptcy administrator and relevant subjects, the national equity transfer company may implement the following self-discipline supervision measures: < / P > < p > (1) oral warning, that is, oral warning shall be given to the relevant violations Inform the regulatory object of the actual or risk situation, and ask them to make timely remedy, correction or prevention; < / P > < p > (2) interview, that is, to require the regulatory object to receive questions and admonitions on the relevant violations at the designated time and place, and require them to give explanations and take measures to remedy, correct or prevent them in time. < / P > < p > (4) issue a warning letter, that is, to send a written notice to Inform the regulatory object of the violation facts or risk conditions, and require them to make timely remedy, correction or prevention; < / P > < p > (6) require public correction, clarification or explanation, that is, require the regulatory object to publicly correct the errors and omissions in the information disclosure, or publicly clarify or explain the relevant matters or risk conditions; < / P > < p > (8) require the participants to participate in training or examination within a time limit In other words, the regulatory objects are required to participate in the professional training or examination organized by the designated institutions within a specified period of time to urge them to improve their awareness of law-abiding, professional ethics and practice ability. < / P > < p > (9) to hold an investor’s explanation meeting within a time limit, that is, to require the regulatory object to hold an explanation meeting within a time limit to make public explanations or explanations on specific matters to investors; < / P > < p > (x) suspend the removal of listed companies The shares of the controlling shareholders and actual controllers are restricted, that is, they do not apply for the lifting of the sales restriction of the listed company’s shares held by the relevant personnel within a certain period of time; < / P > < p > (11) it is suggested that the listed companies should replace the relevant personnel, that is, the listed companies should replace the directors, supervisors or senior management personnel, and timely select qualified directors, supervisors or senior management personnel. < / P > < p > < p > 0 In February 2020, 14689240 shares (20.31% of the total share capital) of the company held by Jin Chaolong, the controlling shareholder and actual controller of Tianhong laser, and 4711800 shares (6.52% of the total share capital) of the company held by Zheng Lijun were frozen by Suzhou intermediate people’s Court of Jiangsu Province. The freezing period is from February 24, 2020 to February 23, 2023. The company will make supplementary disclosure on April 13, 2020 if the above-mentioned frozen shares are exercised, which may lead to changes in the company’s controlling shareholders and actual controllers. In June 2020, Jin Chaolong, the controlling shareholder and actual controller of Tianhong laser, held 14689240 shares of the company (accounting for 20.31% of the total share capital of the company), 4711800 shares (6.52% of the total share capital) held by Zheng Lijun, and 3183 shares held by Guo Jinping, acting in concert, 200 shares (accounting for 4.40% of the total share capital of the company) were judicial frozen by the people’s Court of Suzhou Industrial Park. The freezing period is from June 9, 2020 to June 8, 2023. The company will make supplementary disclosure on July 10, 2020 if the above-mentioned frozen shares are exercised, which may lead to changes in the company’s controlling shareholders and actual controllers. < / P > < p > more than 5% of the listed company’s shares held by the shareholders of Tianhong laser were frozen by the judiciary and were not disclosed in time, which violated the provisions of Article 51 of the information disclosure rules of Listed Companies in the national share transfer system for small and medium-sized enterprises (issued on January 3, 2020, hereinafter referred to as the “information disclosure rules”) and constituted an information disclosure violation. < p > < p > in view of the above violations, Jin Zhaolong, the frozen shareholder, controlling shareholder, actual controller, chairman and general manager, and Zheng Lijun, the frozen shareholder, controlling shareholder, actual controller and director, failed to timely inform and assist in disclosure of the judicial freeze, which violated Article 75 of the governance rules of listed companies of national small and medium sized enterprises stock transfer system. Liu Li, Secretary of the board of directors of the company, failed to disclose the judicial frozen information in time, which violated the provisions of Article 3 of the information disclosure rules, and was responsible for the above violations. In view of the above-mentioned facts and circumstances of violation, in accordance with Article 6.1 of the business rules and the implementation rules of self-discipline supervision measures and disciplinary measures of the national small and medium-sized enterprise stock transfer system