Based on this, the information about the companys actual controller in the annual report of Four Rings Biology from 2014 to 2018 has become a false record, while a large number of related party transactions and stock transactions are also not disclosed. Under all kinds of violations, the SFC intends to impose a maximum penalty of 600,000 yuan on Sihuan Biology. All directors and supervisors of the company are warned and fined, while Lu Keping, who controls everything behind him, will face a total fine of 27.34 million yuan and be banned from the market for life.
According to the investigation information of the SFC, as early as 2014, Lu Keping had already started to increase the number of voting rights controlled by him by holding four rings bio-stock through multiple securities accounts and equity instruments.
Specifically, in terms of securities accounts, Lu Keping purchased Sihuan Biological Stocks either by himself or through 13 securities accounts such as Xu Weimin (formerly Sunshine Dong Secret of Jiangsu), Lu Yu (son of Lu Keping), Yu Qinfen (wife of Lu Keping), Wang Hongming, and transferred and deposited cash through Sunshine Group and other bank accounts. Provide funding.
In addition to controlling securities accounts directly, it is more concealed to adopt the method of capital management plan shareholding. Sunshine Group set up the asset management plan of Guanghua No. 5 in the name of a natural person, and then signed an income swap agreement with Guanghua No. 5 and Guangda Securities, which agreed that Guangda Securities would buy Sihuan Biological Stocks. At the same time, Guangda Securities would vote at the shareholdersmeeting according to the wishes of its clients. In addition, Zhang Huifeng (formerly general manager of Sunshine Group Jiangsu Branch) set up Qilu Securities Management - Minsheng Bank - Qilu Xingyue 3 Asset Management Plan to buy Sihuan Biological Stocks. The voting rights of Sihuan Biological Stocks held by Xingyue 3 belong to Lu Keping.
In May 2014, Sihuan Biology held its annual shareholdersmeeting in 2013. The number of voting rights of the account group involved accounted for 100% of the total voting rights of the shareholders meeting. The shareholders participating in the voting of the shareholdersmeeting were all Ru Keping and his unanimous actors. That is to say, since May 2014, Lu Keping has become the actual controller of tetracyclic organisms. From 2014 till now, the above-mentioned control account has appeared in the list of the top ten shareholders of Sihuan Biology.
There is also evidence that in September 2017, Sunshine Group had information on the production, operation and financial affairs of Sihuan Biology and its subsidiaries in its office. Some of the people involved designated Lu Keping as the actual controller of the four-ring organism, and admitted that he reported to Lu Keping. The major management decision of the four-ring organism was decided by Lu Keping.
Trading implies a lot of irregularities
Based on the results of Lu Kepings early investigation on the actual control rights of Four Rings Biology, it has also become a false record that Four Rings Biology said in its annual report for five consecutive years from 2014 to 2018 that the companys equity is decentralized and there are no controlling shareholders and actual controllers. After the confirmation of the accuser, the related transactions that have not been disclosed before also need to be reconfirmed.
According to the SFC investigation, in October 2014, Sihuan Biology subsidiary Xinjiang Edi signed a housing sales contract with Sunshine Group subsidiary Sunshine Real Estate, with the target price of 53456 million yuan. Four ring organisms did not report the related transaction.
In this regard, the SFC intends to give a warning to Sihuan Biology and impose a fine of 600,000 yuan; Sun Guojian, the then chairman, will be given a warning and a fine of 200,000 yuan; other signatory directors and executives will be given a warning and a fine of 30,000 to 60,000 yuan respectively. As for Lu Kepings illegal behavior in information disclosure, the SFC ordered him to correct it, warned him and imposed a maximum penalty of 600,000 yuan.
As early as October 2017, Sihuan Biology was issued a warning letter by Jiangsu Securities and Exchange Regulatory Bureau, which also involved the transaction between Xinjiang Edi and Sunshine Group. At that time, Xinjiang Aidi provided loans to Sunshine Group and two other companies without the approval of the board of directors and the shareholdersmeeting, and failed to fulfill its credit obligations. It is worth noting that this warning letter came from the clue of reporting.
In addition, due to the fact that they were not previously identified as co-actors, Lu Keping and Zhao Hong did not disclose their co-ownership of more than 5% of the four-ring organisms and each increase of 5%, and continued to buy and sell during the restricted trading period. When the total share holdings exceed 30%, they fail to fulfill the obligations of announcing the acquisition of listed companies and Issuing the acquisition offer.
The SFC fines Lu Keping 480,000 yuan and the remaining 4 30,000 yuan for failing to report an increase of 5% and 5% of the remaining four perpetrators. The SFC fines Lu Keping 260,000 yuan for buying and selling stocks during the restricted period, and the remaining 4 people 1,000,000 yuan respectively. For violating the business of purchasing offer, Rukeping shall be fined 260,000 yuan, and the remaining four persons shall be fined 10,000 yuan respectively. So far, the personal fine for Lu Keping has reached 27.34 million yuan.
However, for Mr. Rudd himself, the penalty for banning the market for life is more severe than the fine of less than 30 million yuan.
The Securities Regulatory Commission pointed out that Lu Keping had increased his holdings of four-ring biological stocks since 2014, failed to announce or report in accordance with the law when he reached 5% and increased his holdings by 5%, and there were restrictions on illegal trading of stocks during the trading period. He also ordered four-ring biological stocks to engage in illegal information disclosure activities, which lasted for a long time with particularly bad means. The amount involved is particularly huge, seriously disturbing the market order and causing serious social impact, playing a major role in major illegal activities, resulting in a particularly serious damage to the interests of investors.
In addition to Lu Kepings life-long ban, Sun Guojian, chairman of Sihuan Biology, was also sentenced to five years of market ban. As for the penalty decision of the notice in advance, Sihuan Biology said in the announcement that the company and related parties hereby sincerely apologize to the investors for this matter.
Has been questioned by the largest shareholder
In recent years, the ownership of Sihuan Biology has been controversial. In January 2017, Guangzhou Shengjing, the largest shareholder of Sihuan Biogen, and Deyuan Textile, the Sunshine System launched a temporary proposal to confront each other, during which Guangzhou Shengjing disclosed its doubts about Deyuan Textile and other Sunshine System shareholders.
In the Shenzhen Stock Exchanges second letter of concern, the regulation clearly focused on the relationship between Wang Hongming and Lu Jia. Shenzhen Jiao pointed out that Lu Yu, the son of the actual controller of Sunshine Group, was a shareholder of Sihuan Biology, and asked Wang Hongming to explain his relationship with Lu Yu. However, Wang Hongming denied in his reply that the acquisition of Sihuan Biological Shares comes from his own will, there is no substitute situation, and it does not constitute a concerted action relationship with Lu Yu and other shareholders of Sihuan Biological Shares.
After the Fourth Ring Biological Publication of the Penalty Notification Letter, lawyers have indicated that, according to the legal provisions and relevant cases, loss investors affected by listed companiescredit violations can make claims according to the penalty decision of the SFC. Four ring organisms receive advance notice, which means that the final penalty is only one step away from the supervision, and the damaged investors can be prepared to defend their rights.
Source: China Responsible Editor of Securities Dealers: Yang Bin_NF4368