Dinglong Culture: Decisions from the administrative supervision measures received by the Guangdong Securities Regulatory Bureau

Author:Capital state Time:2022.07.08

On the evening of July 7, the A -share company Dinglong Culture (002502.SZ) announced that the Guangdong Securities Regulatory Bureau decided to take administrative supervision measures with alert letter to Dinglong Culture, Long Xueqin, Liu Wenkang, and Wang Xiaoping.

The specific content of "Decision" is as follows:

Dinglong Culture Co., Ltd., Long Xueqin, Liu Wenkang, Wang Xiaoping, after investigation, Dinglong Culture Co., Ltd. has the following violations:

1. Provide the necessary approval procedures and disclosure obligations that have not fulfilled financial funding. On June 22, 2022, Dinglong Culture disclosed in the "Announcement on Supplemental Disclosure of Holding subsidiaries to provide financial funding issues outside" that from January to March 2021, its holding subsidiary Yunnan Zhongtong Technology Co., Ltd. (following below Referred to as Zhong Titan Technology) to provide a loan of 117 million yuan to Jian Shuimingtai Mining Co., Ltd. (hereinafter referred to as Jian Shuimingtai) from Zhongli Technology Holdings subsidiary. 90%of the equity of Jianshui Mingtai, but Jian Shuimingtai has not yet included the scope of the merger statement of China Titanium Technology.

The company did not provide the necessary approval procedures and timely disclosure obligations to the above -mentioned financial funding matters, and violated Article 2 of the "Administrative Measures for the Information Disclosure of Listed Companies" (CSRC No. 40).

2. The necessary approval procedures and disclosure obligations that have not been fulfilled in asset purchase. On June 22, 2022, Dinglong Culture disclosed in the "Announcement on Supplemental Disclosure of the Most Equal Equity Acquisition of Holding Subsidies" that China Titanium Technology was in September 30, 2021 with its holding subsidiary Xundian Jinlin Titanium Mine Co., Ltd. (The following is referred to as Xundian Jinlin) a few shareholders signed the "Equity Transfer Agreement", which stipulated that Titanium Technology acquired 10%of the shares of Xundian Jinlin held by a minority shareholder of Xundian Jinlin at a price of 77.8 million yuan.

On the same day, Zhongli Technology signed the "Equity Transfer Agreement" with a minority shareholder of Jian Shuimingtai, the subsidiary of His Holding subsidiary, and agreed that Zhong Titanic Technology acquired a 10%equity of Jian Shuimingtai held by a minority shareholder of Jian Shuimingtai at a price of 95.2 million yuan. Essence The above transaction amount accounts for 13.12%of the company's net assets at the end of 2020, but the company has not fulfilled the necessary approval procedures and timely disclosure obligations, violating the "Administrative Measures for the Information Disclosure of Listed Companies" (CSRC Order No. 182) Provisions.

Long Xueqin, chairman and general manager of your company, Liu Wenkang, then chief financial officer, and Wang Xiaoping, the director Wang Xiaoping, in accordance with Article 3 of the "Administrative Measures for the Information Disclosure of Listed Companies" (CSRC No. 40) and the "Administrative Measures for the Information Disclosure of Listed Companies "(CSRC Order No. 182) The provisions of Article 4 to fulfill their diligence and responsibility, and have the main responsibility for the company's above -mentioned violations.

According to the provisions of Article 59 of the "Administrative Measures for Listed Companies Information Disclosure" (CSRC Order No. 40) and Article 52 of the "Administrative Measures for Information Disclosure of Listed Companies" (CSRC Order No. 182) Administrative regulatory measures with Dinglong Culture, Long Xueqin, Liu Wenkang, and Wang Xiaoping have a warning letter. You should take lessons carefully, effectively strengthen the study of securities laws and regulations, and fulfill the information disclosure obligations in truth, accuracy, completeness, timely, and fairly in accordance with the law. At the same time, the company should conduct internal accountability in response to relevant responsible persons, report to our bureau to report rectification and internal accountability reports to our bureau within 30 days of receiving this decision, and copy the Shenzhen Stock Exchange.

If you are uncomfortable with this supervision and management measure, you can submit an administrative reconsideration application to the China Securities Supervision and Administration Commission within 60 days from the date of receipt of this decision; you can also use the jurisdiction to people with jurisdiction within 6 months from the date of receipt of this decision. The court filed a lawsuit. During the reconsideration and litigation, the above supervision and management measures are not stopped.

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