Editor's note: The Administrative Measures for the Sponsorship Business of Issuance and Listing stipulate that sponsor institutions, their sponsor representatives, and other personnel engaged in sponsor business shall abide by laws, administrative regulations and relevant regulations of the China Securities Regulatory Commission, the China Securities Regulatory Commission, the China Stock Exchange, and the China Association of Sponsors, abide by business rules and industry norms, be honest and trustworthy, be diligent and conscientious, practice honestly, and dutifully recommend the issuer to issue and list on the market, and continue to supervise the issuer to fulfill its obligations such as standardized operation, keeping promises, and information disclosure.
On December 3, Hezong Technology announced that the company received a notice of filing a case issued by the China Securities Regulatory Commission, and the China Securities Regulatory Commission decided to file a case against the company due to suspected violations of information disclosure laws and regulations.
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Bread Finance researchers combed through public information and found that Hezong Technology had previously been concerned by the exchange for violating the rules of information disclosure.
Hezong Technology was listed in 2015, and the sponsors were Shenwan Hongyuan** and Hualong **. As the issue of information disclosure violations has been exposed one after another, did the above-mentioned sponsor fulfill its supervision obligations during the supervision period?
Repurchase "no-show" was punished for violating the letter disclosure many times
According to the announcement on November 13, Hezong Technology will start to implement a share repurchase plan from November 10, 2022, and plans to spend 20 million yuan to 40 million yuan to repurchase shares within 12 months. However, the share repurchase period expired, and the company did not implement the repurchase during the repurchase period.
On November 17, the Beijing Securities Regulatory Commission issued the "Decision on Administrative Supervision Measures", and took administrative supervision measures to order the company to correct. On the same day, the Shenzhen Stock Exchange also issued a letter of concern to Hezong Technology on this matter, and the company's behavior is suspected of violating the "GEM ** Listing Rules (Revised in August 2023)" and other relevant regulations, and the Shenzhen Stock Exchange will initiate disciplinary proceedings against Hezong Technology and related violators.
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In this regard, Hezong Technology replied that during the repurchase period, affected by factors such as the industrial environment and the market, the company's performance declined sharply, and the company's financing difficulty increased, resulting in certain liquidity pressure. In order to ensure the normal development of the company's business and give priority to meeting the needs of production and operation funds, the company failed to complete the repurchase.
Bread Finance researchers combed through public information and found that Hezong Technology had previously been concerned by the exchange for violating the rules of information disclosure.
In April 2022, the company's accounting firm was changed to Dahua Certified Public Accountants. In August, the company and its senior executives were issued a regulatory letter by the Shenzhen Stock Exchange due to the failure to perform the review procedures and information disclosure obligations in a timely manner for external guarantees.
In November 2022, for violating the relevant provisions of the Administrative Measures for Information Disclosure of Listed Companies, Hezong Technology and related executives were issued a warning letter by the Beijing Regulatory Bureau of the China Securities Regulatory Commission.
According to the Self-Regulatory Guidelines for Listed Companies on the Shenzhen ** Exchange No. 11 - Evaluation of Information Disclosure (Revised in 2023), the information disclosure evaluation results are divided into four grades from high to low: A (excellent), B (good), C (qualified), and D (unqualified).
According to public data, in 2022-2023, the evaluation results of the information disclosure evaluation of Hezong Technology will drop from B to C.
In the secondary market, as of December 5, the data shows that the ** price of Hezong Technology is 382 yuan shares, the stock price during the year exceeded 20%.
Shenwan Hongyuan** and Hualong** do their supervisory responsibilities?
Bread Finance researchers combed through public information and found that the sponsor and continuous supervision agency of the initial public issuance of Hezong Technology in 2015 and the non-public issuance in 2016 was Shenwan Hongyuan**, and the continuous supervision period was until December 31, 2018. According to the announcement, Shenwan Hongyuan** received 23 million yuan in underwriting and sponsorship fees.
In December 2020, the China Securities Regulatory Commission (CSRC) issued a warning letter to the Beijing Regulatory Bureau of the China Securities Regulatory Commission (CSRC) for failing to perform the relevant review procedures and announcing the related party transaction with its subsidiary Hunan Yacheng in March 2018.
It is worth noting that in May 2019, Shenwan Hongyuan** stated in the sponsorship summary report of Hezong Technology: "The sponsor believes that the information disclosure work of Hezong Technology during the continuous supervision period is in line with the relevant regulations of the Shenzhen ** Stock Exchange, and each period of regular and temporary announcements has made disclosures and supplementary disclosures to ensure that the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions." ”
Hualong ** is the sponsor of the non-public offering of Hezong Technology in 2020, with a continuous supervision period from June 2, 2021 to December 31, 2023, and an underwriting sponsor fee of 909620,000 yuan.
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According to the warning letter issued by the Beijing Supervision Bureau of the China Securities Regulatory Commission in November 2022, the guarantee matters of Hezong Technology were not truthfully disclosed in the 2021 semi-annual report and annual report.
According to the 2021 annual continuous supervision and tracking report of Hualong **, the sponsor did not find that there were information disclosure problems in the relevant reporting period.
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According to Article 21 of the Self-Regulatory Guidelines for Listed Companies on the Shenzhen ** Stock Exchange No. 13 - Sponsor Business, sponsors and sponsor representatives should actively and continuously pay attention to whether the listed company and the relevant information disclosure obligor have any matters that should be disclosed but have not been disclosed under the ** Listing Rules.
Article 23 of the Guidelines shows that the sponsor and the sponsor representative shall continue to pay attention to and urge the listed company and its controlling shareholders and actual controllers to earnestly fulfill their commitments, and if the listed company and its controlling shareholders and actual controllers fail to fulfill their commitments, the sponsor and the sponsor representative shall urge the relevant parties to formulate rectification plans and perform their information disclosure obligations in a timely manner.
As the sponsors at the time, did Shenwan Hongyuan** and Hualong **, as the sponsors at the time, dutifully perform their supervision obligations during the supervision period?
Shenwan Hongyuan, Hualong **: Regulatory measures have been taken for sponsorship business violations many times
Bread finance researchers combed through public information and found that in recent years, Shenwan Hongyuan** and Hualong ** have been punished or warned by regulators many times, involving projects such as Lanzhou Manor and Blue Mountain Technology.
In 2020, in the process of sponsoring Lanzhou Manor's application for non-public offering**, Hualong ** had violations such as failing to verify the suspected bribery of the chairman of the applicant, and the China Securities Regulatory Commission issued a warning letter to Hualong ** and the relevant responsible persons.
In November 2021, as the sponsor of the initial public offering of Bluemountain Technology, Hualong failed to be diligent and conscientious in the Bluemountain Technology project, and there were false records in the issuance documents issued, and the China Securities Regulatory Commission ordered Hualong to make corrections, gave a warning, confiscated business income of 1.5 million yuan, and imposed a fine of 3 million yuan.
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In April 2022, Shenwan Hongyuan**, as the sponsor representative, was verbally warned by the Beijing Stock Exchange for information disclosure violations. In July, Shenwan Hongyuan**, as the lead underwriter, was required to submit a written commitment due to over-allotment violations.
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