China-Singapore Jingwei, December 29, Saurer Intelligence and the company's executives were collectively fined.
Saurer Intelligent announced after trading on the 29th that the company received the "Administrative Penalty Decision" issued by the Xinjiang Securities Regulatory Bureau on December 29, 2023.
*: Shanghai Stock Exchange**.
The Xinjiang Securities Regulatory Bureau said that after investigation, Saurer Intelligent has the following illegal facts:
1. From 2019 to 2021, Saurer Intelligent had non-operating capital transactions that were not truthfully disclosed. From January 1, 2019 to December 31, 2021, Saurer Machinery and Saurer Jiangsu, subsidiaries of Saurer Intelligent Holdings, directly or indirectly engaged in related party transactions with the controlling shareholder and its affiliates through third-party companies such as Jinsheng Paper and Zhuoya Automobile. Among them, in 2019, Saurer Intelligent lent funds to related parties with a total of 32.3 billion yuan, and the cumulative amount of funds borrowed by Saurer from related parties in 2020 and 2021 was 149.5 billion yuan.
Saurer Intelligent failed to disclose the above-mentioned related party transactions in a timely manner as required and failed to disclose the above-mentioned related party transactions in the 2019, 2020 and 2021 periodic reports as required, and there were material omissions in the periodic reports.
The details are as follows: 1) Saurer Intelligence and its holding subsidiaries are related to Jinsheng Industrial and Jinsheng Assets. It has been ascertained that Jinsheng Industrial is the controlling shareholder of Saurer Intelligence. The actual controllers of Saurer Intelligence, Jinsheng Industry and Jinsheng Assets are Pan Xueping, and Jinsheng Industry and Jinsheng Assets constitute related parties of Saurer Intelligence.
2) The capital transactions between Saurer and its affiliates from 2019 to 2021. In 2019, Saurer Machinery, a subsidiary of Saurer Intelligence, lent a total of 32.3 billion yuan, accounting for 653%。As of the end of 2019, Saurer Smart has recovered the above-mentioned borrowed funds.
In the whole year of 2020, Saurer Machinery, a subsidiary of Saurer Intelligence, borrowed a total of 61.3 billion yuan, and it has been found that the above funds are all ** in Jinsheng assets, accounting for 1559%。Saurer returned the above-mentioned borrowed funds in 2020 and 2021.
In 2021, Saurer Machinery, a subsidiary of Saurer Intelligence, and Saurer Jiangsu borrowed a total of 88.2 billion yuan. It has been ascertained that the above-mentioned funds are all ** from the controlling shareholder Jinsheng Industrial and its related parties, accounting for 26 of Saurer Intelligence's audited net assets in 202177%。As of the end of 2021, Saurer Smart has repaid the above-mentioned borrowed funds.
2. In 2021 and 2022, Saurer Intelligent had related relationships and accounts receivable of related parties were not truthfully disclosed.
On October 15, 2021, Zheng Mouqing, the actual controller of Xinjiang Fumanyuan, transferred 92% of his equity to Jinsheng Paper. It has been ascertained that Jinsheng Industrial has controlled the capital, operation, purchase and sales, personnel and other aspects of Xinjiang Fumanyuan since October 15, 2021, and should be identified as a related party in accordance with the Company Law of the People's Republic of China and other provisions. As of December 31, 2021, the closing balance of Saurer Intelligence's receivables from Xinjiang Fumanyuan was 9$1.4 billion;As of December 31, 2022, the closing balance of Saurer Intelligence's receivables from Xinjiang Fumanyuan was 91.1 billion yuan, Saurer Intelligent did not disclose in the 2021 annual report and 2022 regular report that the accounts receivable had constituted an operating receivable of a related party. Saurer Intelligence did not disclose the relationship with Xinjiang Fumanyuan and the nature of accounts receivable in the 2021 and 2022 annual reports, and there were material omissions in the regular reports.
The Xinjiang Securities Regulatory Bureau believes that Saurer Intelligence's failure to timely disclose the related party transactions of non-operating capital transactions and the material omissions in the regular report violates the provisions of Paragraphs 1 and 2 of Article 78 of the ** Law and the provisions of Paragraph 1 and Paragraph 2 of Article 80, and constitutes an illegal act under the second paragraph of Article 197 of the ** Law.
The Xinjiang Securities Regulatory Bureau pointed out that Saurer Intelligence was the subject of the above-mentioned illegal information disclosure;Pan Xueping, the chairman and actual controller of Saurer Intelligence, is the person in charge who is directly responsible for all the above-mentioned information disclosure violationsIn addition, Pan Xueping, as the actual controller of Saurer Intelligence, concealed the above-mentioned illegal acts, which violated the provisions of Article 80, Paragraph 3 of the ** Law, and constituted an illegal act of "or concealing relevant matters resulting in the occurrence of the above circumstances" as stated in the second paragraph of Article 197 of the ** LawZeng Zhengping, secretary of the board of directors of Saurer Intelligence, was responsible for the approval of the capital transactions between Saurer Machinery, Jinsheng Paper and Zoya Automobile from 2019 to 2021, and signed and confirmed in the annual reports of Saurer Intelligence from 2019 to 2022, and was the other person directly responsible for all the above-mentioned information disclosure violationsZhang Yueping, chairman of the board of supervisors of Saurer Intelligence, who is also the director and general manager of Jinsheng Industry and a director with management functions of Litai Xingshi (Taicang) Holdings, should have known the actual situation of the equity change of Xinjiang Fumanyuan, failed to effectively supervise the disclosure of information of Saurer Intelligence, and signed and confirmed in the 2021 and 2022 annual reports of Saurer Intelligence that he was the other person directly responsible for Saurer Intelligence's failure to disclose the relationship with Xinjiang Fumanyuan and the illegal acts of accounts receivable of related parties.
Based on the facts, nature, circumstances and degree of social harm of the parties' illegal acts, and in accordance with the provisions of Article 197, Paragraph 2 of the ** Law, the Xinjiang Securities Regulatory Bureau decides:
1. Saurer Intelligent Technology Co., Ltd. was ordered to make corrections, given a warning, and fined 1.5 million yuan
2. Pan Xueping was given a warning and fined 2 million yuan, of which 800,000 yuan was imposed as the directly responsible person in charge and 1.2 million yuan was fined as the actual controller
3. Zeng Zhengping was given a warning and fined 600,000 yuan
4. Zhang Yueping was given a warning and fined 500,000 yuan.
In terms of impact, Saurer Intelligent said that the situation involved in the "Administrative Penalty Decision" received by the company this time did not touch the situation of major illegal forced delisting stipulated in the "Shanghai **Stock Exchange** Listing Rules", and as of the disclosure date of this announcement, the company's production and operation are normal. The company would like to express its sincere apologies to the majority of investors and ask for their understanding.
According to public information, Saurer Intelligent is mainly engaged in the research and development, production and sales of intelligent textile equipment and core components, with production bases and sales companies distributed in 13 countries and regions such as China, Germany, Switzerland, India, etc., and users in more than 130 countries and regions around the world, of which the production bases are located in China, India, Switzerland, Singapore and the United Kingdom. The actual controller of the company is Pan Xueping.
In terms of performance, in the first three quarters of 2023, Saurer Intelligence's operating income was 429.5 billion yuan, an increase of 20 percent year-on-year7%；Net profit attributable to shareholders of listed companies 04.9 billion yuan, down 837%。Regarding the decline in profits, the company said that it was mainly due to the completion of the winder business in the previous period, and the investment income was recognized 72.5 billion yuan, and there was no business ** transaction in this period.
In the secondary market, as of December 29**, Saurer Smart News 269 yuan shares, the company's total market value of 4.8 billion yuan. (Zhongxin Jingwei app).
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