Shaogang Songshan received shenzhen Regulatory letter 3.2 billion yuan related transactions letter PI violations

2022-04-27 0 By

Beijing, March 24 — The management Department of listed companies of Shenzhen Stock Exchange yesterday issued a regulatory letter (Regulatory Letter of Company Department [2022] No. 60) to Shaogang Songshan (000717.SZ).According to the regulatory letter, from January to February 2022, the daily related party transactions between Shaogang Songshan and China Baowu Iron & Steel Group Co., Ltd. amounted to 3.210 billion yuan, accounting for 33.76% of Shaogang Songshan’s audited net assets in 2020.Shaogang Songshan did not timely perform the review procedures and information disclosure obligations for the daily related transactions. It did not perform the review procedures of the board of Directors and the general meeting of shareholders until March 7 and March 23, respectively, as well as the relevant information disclosure obligations.The above behavior of SHAOgang Songshan violates the provisions of Articles 1.4, 2.1.1, 2.1.7, 6.3.7 and 6.3.19 of the Stock Listing Rules (Revised in 2022) of Shenzhen Stock Exchange.Relevant regulations: Article 1.4 of the Stock Listing Rules (Revised in 2022) :Issuers, listed companies and their directors, supervisors and senior managers, shareholders or the holder of the depositary receipts, actual controllers, changes the acquirer, and other rights and interests of the main body, the material assets reorganization, refinancing, major trading, bankruptcy matters, such as the relevant parties, provide service for the main body of the intermediary agencies and related personnel,As well as other entities that undertake relevant obligations for listing, information disclosure, suspension, resumption of trading, delisting and other matters stipulated by laws and regulations, shall abide by laws and regulations, these Rules and other provisions of the Stock Exchange.”Stock listing rules (2022 revision)” article 2.1.1: listed companies and related information disclosure obligor shall, according to the laws and regulations, these rules and other provisions of this is, in a timely and fair disclosure of information, and ensure the information disclosed by the true, accurate and complete, concise and clear, easy to understand, can not have false records, misleading statements or major omissions.The term “relevant information disclosure agent” in these Rules refers to the subject other than the listed company that undertakes the information disclosure obligation as stipulated in Article 1.4 of these Rules.Article 2.1.7 of The Stock Listing Rules (Revised in 2022) : Listed companies and relevant information disclosure agents shall disclose material information within the time limit prescribed in these Rules, and shall not intentionally choose the time of disclosure.Article 6.3.7 of the Stock Listing Rules (Revised 2022) :In addition to the provisions of this article 6.3.13 rules, the listed company with associates to clinch a deal amount more than $thirty million, and the absolute values of the listed company’s latest audited net assets of more than 5%, and submitted to the shareholders meeting shall timely disclosure, shall also be disclosed in accordance with the requirements of the rules of this article 6.1.6 audit report or evaluation report.The CSRC and the STOCK Exchange may, in accordance with the principle of prudence, require the company to submit related related transactions to the general meeting of shareholders for deliberation, and apply relevant auditing or evaluation requirements in accordance with the provisions of the preceding paragraph.Where the company submits to the shareholders’ meeting for deliberation in accordance with other laws and regulations or its articles of association, or voluntarily submits to the shareholders’ meeting for deliberation, it shall disclose the audit report or evaluation report conforming to the requirements of Article 6.1.6 of these Rules, except as otherwise provided by the Institute.The company may be exempted from auditing or evaluation in the case of any of the following transactions between it and its affiliates :(1) daily related transactions as stipulated in article 6.3.19 of these rules;(2) Each party contributes its capital in cash with its affiliate, and the proportion of equity of each party in the invested entity shall be determined according to the proportion of its capital contribution;(3) other circumstances as provided for in this Article.Article 6.3.19 of The Stock Listing Rules (Revised in 2022) : If a listed company and its affiliates have related related transactions listed in Items (2) to (6) of Article 6.3.2 of the Rules, they shall timely disclose and perform the review procedures in accordance with the following standards as stipulated in Articles 6.3.6 and 6.3.7 of the Rules:(I) For the daily related transactions occurring for the first time, the Company shall perform review procedures and timely disclose the transaction amount involved in the agreement;If there is no specific transaction amount in the agreement, it shall be submitted to the shareholders’ meeting for deliberation;(2) If major terms of the agreement change significantly during actual implementation or the agreement needs to be renewed upon expiration, the review procedure shall be performed and timely disclosure shall be made based on the transaction amount involved in the revised or renewed agreement;(3) for the annual number of daily connection transaction, often because of the need to enter into a new daily connection transaction agreement to be in accordance with the provisions of this paragraph subparagraph (a) will each agreement submitted to the board of directors or the general meeting of shareholders, the company can according to the category of a reasonable estimate daily annual amount of related party transactions, perform review procedures and timely disclosure;If the actual execution exceeds the estimated amount, the party shall timely go through the deliberation procedure and make disclosure based on the excess amount;(4) If the term of daily connected party transaction agreement signed by the company and its affiliated party exceeds three years, the company shall perform relevant review procedures and make disclosure every three years.The company shall classify, summarize and disclose the actual performance of daily connected transactions in its annual report and semi-annual report.Letter of Supervision on SGIS Songshan Co.,Ltd. Corporate Supervision Letter [2022] No. 60 Board of Directors of SGIS Songshan Co.,Ltd.From January to February in 2022, the daily related party transactions between your company and China Baowu Iron & Steel Group Co., Ltd. and other related parties amounted to RMB 3.210 billion, accounting for 33.76% of your company’s audited net assets in 2020.Your company did not timely perform the review procedures and information disclosure obligations for the aforesaid daily related transactions. It did not perform the review procedures of the board of Directors and the general meeting of shareholders and the relevant information disclosure obligations until March 7 and March 23, respectively.The above behavior of your company violates the provisions of Articles 1.4, 2.1.1, 2.1.7, 6.3.7 and 6.3.19 of the Stock Listing Rules (Revised in 2022) of the institute.Please the board of directors of the company pay full attention to the above problems, learn lessons, rectify in time, and prevent the recurrence of the above problems.At the same time, remind you of the company and the directors, supervisors and senior management staff strictly abide by the “securities law” the company law and other laws and regulations, and the “stock listing rules” the standardized operation of listed companies to guide “regulation, true, accurate and complete, timely and fair information disclosure obligations, put an end to such events.This is to inform shenzhen Stock Exchange listed company management on March 23, 2022