信息披露违规

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江化微: 江阴江化微电子材料股份有限公司关于最近五年被证券监管部门和交易所采取监管措施或处罚情况的公告
Zheng Quan Zhi Xing· 2025-08-22 10:18
采取监管措施或处罚情况的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 江阴江化微电子材料股份有限公司(以下简称"公司")于 2025 年 08 月 向特定对象发行股票方案的议案》等相关议案。根据相关要求,公司将最近五年 是否被证券监管部门和交易所采取处罚或监管措施的情况公告如下: 证券代码:603078 证券简称:江化微 公告编号:2025-033 江阴江化微电子材料股份有限公司 关于最近五年被证券监管部门和交易所 "经查明,2022 年 10 月 28 日,公司原副总经理、董事会秘书汪洋从公司离 职后,于 2022 年 11 月 7 日担任江苏澄星磷化工股份有限公司(以下简称"澄星") 副总裁、董事会秘书,根据《上海证券交易所股票上市规则》第 6.3.3 条规定, 公司全资子公司江阴江化微贸易有限公司、江化微全资子公司四川江化微电子材 料有限公司与 ST 澄星发生的交易构成关联交易,交易金额为 15,903,436.95 元,超过公司 2022 年末经审计净资产的 0.6%,对于上述日常关联交易,公司迟 至 2024 ...
超80亿元担保金额未披露!南京新百三任董事长同遭监管处罚,实控人袁亚非去年被罚十年市场禁入
Jin Rong Jie· 2025-08-22 08:05
Core Viewpoint - Nanjing Xinjiekou Department Store Co., Ltd. is facing significant regulatory scrutiny due to multiple violations related to information disclosure, which raises concerns about its governance and operational sustainability [2][8]. Group 1: Regulatory Violations - The Shanghai Stock Exchange has issued disciplinary actions against Nanjing Xinjiekou and its three former chairmen for failing to disclose guarantees and related party transactions in a timely manner [2][8]. - Two core subsidiaries of Nanjing Xinjiekou failed to disclose external guarantees, with a total of 8 billion yuan (approximately 1.2 billion USD) in undisclosed guarantees from 2018 to 2021 [4][5]. - The company also did not disclose the occupation of funds by its controlling shareholder, transferring 492 million yuan (approximately 70 million USD) to related parties without proper disclosure [6]. Group 2: Financial Performance - Nanjing Xinjiekou has experienced a continuous decline in net profit for three consecutive years, with a reported net profit of 230 million yuan (approximately 32 million USD) in 2024, a decrease of about 70% compared to 2022 [9]. - The company's operational efficiency is declining, as evidenced by an increase in accounts receivable turnover days from 63.80 days in 2021 to 71.75 days in 2024 [9]. - Inventory levels have surged from 288 million yuan (approximately 41 million USD) at the end of 2022 to 827 million yuan (approximately 118 million USD) by the first quarter of 2025, marking an increase of over 287% [9].
南京新百三任董事长齐遭上交所纪律处分,实控人袁亚非去年被罚十年市场禁入
Xin Lang Cai Jing· 2025-08-22 00:57
Core Viewpoint - Nanjing Xinjiekou Department Store Co., Ltd. (Nanjing Xinjie, 600682) faced disciplinary actions from the Shanghai Stock Exchange due to failures in timely reviewing and disclosing external guarantee matters, leading to penalties for three chairmen [1][4] Group 1: External Guarantees - Nanjing Xinjie’s subsidiary, Nanjing Xinjie Real Estate Development Co., Ltd., had external guarantees from 2018 to 2021 amounting to 20.95 billion, 13.76 billion, 15.37 billion, and 19.49 billion respectively [2] - Another subsidiary, Taizhou Danrui Biotechnology Co., Ltd., had external guarantees of 5.31 billion and 5.47 billion in 2019 and 2020 respectively [2] Group 2: Related Party Transactions - Nanjing Xinjie failed to disclose fund occupation by its controlling shareholder, Sanpower Group, which involved indirect payments totaling 4.92 billion in July and August 2017 [3] - Sanpower Group did not submit a list of related parties as required, leading to undisclosed transactions totaling 193.35 million and additional transactions of 90 million and 107.5 million in 2017 and 2018 [4] Group 3: Regulatory Actions - The Shanghai Stock Exchange issued public reprimands to Nanjing Xinjie, Sanpower Group, and several executives including the actual controller and former chairmen due to the aforementioned issues [4] - The China Securities Regulatory Commission (CSRC) imposed fines of 4 million on Sanpower Group and 2 million on the actual controller, along with a 10-year market ban for the controller [6] Group 4: Company Background - Nanjing Xinjie, established in August 1952 and listed in 1993, is a "Chinese Time-honored Brand" and primarily operates in modern commerce, health care, and biomedical sectors, with major revenue from the health care industry [5]
重要合作协议“迟到”近1个月 大连友谊控股股东信披违规收警示函
Mei Ri Jing Ji Xin Wen· 2025-08-21 14:35
Core Viewpoint - Dalian Friendship's governance issues have resurfaced during a sensitive period of stock price volatility and anticipated half-year losses, following a warning letter from the Dalian Securities Regulatory Bureau regarding information disclosure violations by its controlling shareholder, Wuxin Investment Holding [1][2][3] Group 1: Information Disclosure Violation - Wuxin Investment Holding failed to timely inform Dalian Friendship about a significant strategic cooperation agreement signed on July 22, 2025, which was disclosed to the market only on August 15, 2025, resulting in a 24-day delay [2][3] - The strategic cooperation agreement involves Wuxin Investment, Wuhan Credit Investment Group, Wuhan Kaisheng Economic and Trade Development, and Dalian Friendship's former controlling shareholder, Dalian Friendship Group, aiming to enhance operational effectiveness and explore diversified cooperation [2][3] Group 2: Regulatory Response - The Dalian Securities Regulatory Bureau determined that Wuxin Investment's failure to disclose the agreement constituted a violation of the relevant regulations under the "Management Measures for Information Disclosure of Listed Companies," leading to the issuance of a warning letter [3] - The violation will be recorded in the capital market integrity database [3] Group 3: Company Impact and Financial Performance - Dalian Friendship stated that the regulatory measures against its controlling shareholder would not affect its normal business operations and emphasized the need for improved compliance awareness [4] - However, the company is facing operational pressures, with a projected net loss of between 30 million to 38 million yuan for the first half of 2025, a significant increase from a loss of 26.41 million yuan in the same period last year [5] - The losses are attributed to three main factors: land value-added tax penalties from its real estate subsidiary, declining sales revenue and gross margin due to regional competition in its retail stores, and increased financial expenses from rising external debt [5]
上海金融法院披露十大案例:上市公司的哪些“尾巴”易被抓?
Di Yi Cai Jing Zi Xun· 2025-08-21 07:01
Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten cases related to securities false statements, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate information disclosure regulations [1][2]. Group 1: Securities False Statement Cases - The five typical cases of securities false statement responsibility disputes focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][3]. - In the case of *ST Jintai, executives were found liable for failing to fulfill share buyback commitments, resulting in a compensation of approximately 780,000 yuan to investors [2]. - Shanghai Electric was held responsible for not timely disclosing performance losses, leading to false records in its 2020 annual report, and was denied the "safe harbor" rule exemption [2][3]. - In the financial fraud case of Zhong An Ke, three internal directors were held liable for relying excessively on intermediaries, while three independent directors were exempted from liability [2][3]. Group 2: Regulatory Enforcement Cases - The five regulatory enforcement cases focus on frequent violations such as "shell-preserving" financial fraud, performance-related financial manipulation, and abuse of control rights [3][4]. - Specific cases include *ST Jintai's executives violating buyback commitments, financial fraud in subsidiaries of Shanghai Shiji, and illegal share reductions by the controlling shareholder of Feikai Materials [4]. Group 3: Legal Responsibility Clarification - Recent judicial practices have introduced new types of disputes, including the legal applicability of different market segments and the identification of responsibilities for aiding fraudsters [5]. - The cases emphasize that information disclosure obligations cannot be evaded under the guise of predictive information and clarify the legal responsibilities of public commitments made by listed companies [5]. Group 4: Strict Enforcement and Accountability - The regulatory approach emphasizes strict enforcement and increased penalties for violations, particularly targeting key individuals responsible for financial fraud [6]. - For instance, the former chairman of Delisted Fuxin was found guilty of violating important information disclosure laws, while penalties were imposed on the controlling shareholder of Feikai Materials for illegal share reductions [6]. - The Shanghai Financial Court has received a total of 18,040 securities false statement responsibility disputes, with a total amount in dispute of 7.646 billion yuan, involving 26,956 investors [6][7].
重要协议“迟到”近一个月 大连友谊控股股东因信披违规收警示函
Mei Ri Jing Ji Xin Wen· 2025-08-20 16:23
Core Viewpoint - The company faces governance issues due to a delay in disclosing a significant strategic cooperation agreement, leading to regulatory scrutiny and potential market concerns [2][3][4]. Group 1: Regulatory Actions - The controlling shareholder, Wuxin Investment Holdings, received a warning letter from the Dalian Securities Regulatory Bureau for failing to disclose important information in a timely manner [3][4]. - The warning specifically pertains to a strategic cooperation agreement signed on July 22, 2025, which was not disclosed until August 15, 2025, resulting in a 24-day delay [2][3]. Group 2: Strategic Cooperation Agreement - The strategic cooperation agreement involves Wuxin Investment Holdings, Wuhan Credit Investment Group, Wuhan Kaisheng Economic and Trade Development, and the former controlling shareholder, Dalian Friendship Group [3]. - The agreement aims to terminate a previous cooperation agreement from 2016 and outlines resource allocation to enhance Dalian Friendship's operational performance, including potential shareholding and retail business collaborations [3]. Group 3: Market Impact and Financial Performance - The company reported significant stock price volatility, with a cumulative decline of over 20% in three consecutive trading days prior to the disclosure of the regulatory warning [5][6]. - Dalian Friendship's half-year performance forecast indicates a projected net loss of between 30 million to 38 million yuan for the first half of 2025, worsening from a loss of 26.41 million yuan in the same period last year [6]. - The reasons for the anticipated loss include tax penalties from real estate operations, declining sales and profit margins in physical retail due to regional competition, and increased financial expenses from rising debt [6].
重要协议“迟到”近一个月,大连友谊控股股东因信披违规收警示函
Mei Ri Jing Ji Xin Wen· 2025-08-20 16:19
Core Viewpoint - The company faces governance issues due to a delay in disclosing a significant strategic cooperation agreement, leading to regulatory scrutiny and potential market concerns [1][2][3]. Group 1: Regulatory Actions - The controlling shareholder, Wuxin Investment Holdings, received a warning letter from the Dalian Securities Regulatory Bureau for failing to disclose a strategic cooperation agreement in a timely manner [2][3]. - The agreement, signed on July 22, 2025, involved multiple parties and was not disclosed until August 15, 2025, resulting in a 24-day delay [1][2]. Group 2: Financial Performance - The company anticipates a net loss of between 30 million to 38 million yuan for the first half of 2025, a significant increase from a loss of 26.41 million yuan in the same period last year [4]. - The reasons for the expected loss include tax penalties from real estate operations, declining sales and profit margins in physical retail due to regional competition, and increased financial expenses from rising debt [4]. Group 3: Market Reactions - The company's stock experienced significant volatility prior to the disclosure of the regulatory warning, with a cumulative drop of over 20% in closing prices over three trading days [4]. - Despite the governance issues, the company claims that its normal operations will not be affected and plans to encourage the controlling shareholder to adhere to regulatory standards [4].
一实控人被逮捕未及时披露,收警示函!公司涉嫌单位行贿,被立案
梧桐树下V· 2025-08-20 14:37
Core Viewpoint - The company, Haosai Technology Group Co., Ltd., is facing regulatory scrutiny due to allegations of bribery involving its controlling shareholder, Dai Baolin, who has been arrested. This has led to a significant decline in the company's financial performance and a change in its controlling shareholders [2][5]. Financial Performance - For the first half of 2025, the company reported total revenue of 158.06 million yuan, a decrease of 46.60% compared to the same period last year [7][8]. - The net profit attributable to shareholders was -33.71 million yuan, representing a decline of 538.56% year-on-year [7][8]. - The net cash flow from operating activities was -27.42 million yuan, a significant drop from 619.85 thousand yuan in the previous year [8]. Shareholding Structure - On July 29, 2025, Dai Baolin signed a voting rights entrustment agreement, transferring all voting rights of his 35,128,385 shares (23.36% of total shares) to Dai Congqi [5][6]. - Following this agreement, the controlling shareholders changed to Dai Congqi and Liu Qingmei, with Dai Baolin and others acting in concert with them [5][6]. Business Overview - The company's main business includes landscape lighting and new energy charging, with lighting services covering design, construction, sales, procurement, and operation [6]. - The company primarily serves government departments, large state-owned enterprises, and other clients, utilizing bidding and negotiation methods to secure contracts [6].
凯旺科技:收到河南证监局行政监管措施决定书及深交所监管函
Zhong Guo Zheng Quan Bao· 2025-08-20 13:24
针对上述同一事项,深交所监管函指出,凯旺科技上述行为违反了深交所《创业板股票上市规则(2024 年修订)》第1.4条、第5.1.1条的规定;陈海刚作为公司董事长、邵振康作为公司财务总监兼董事会秘 书未能恪尽职守、履行忠实勤勉义务,对公司上述违规行为负有重要责任,违反了深交所《创业板股票 上市规则(2024年修订)》第1.4条、第4.2.2条、第5.1.2条的规定。公司董事会和相关当事人充分重视 上述问题,吸取教训,及时整改,杜绝上述问题的再次发生。 以上行为违反《上市公司信息披露管理办法》(证监会令第182号)第三条第一款规定。公司董事长兼总 经理陈海刚、财务总监兼董事会秘书邵振康对上述违规行为负主要责任。根据《上市公司信息披露管理 办法》第五十二条规定,河南证监局决定对公司及陈海刚、邵振康采取出具警示函的行政监管措施,并 记入证券期货市场诚信档案。 中证报中证网讯(王珞)8月20日晚间,凯旺科技发布公告称,公司收到中国证券监督管理委员会河南 监管局出具的《中国证券监督管理委员会河南监管局行政监管措施决定书》以及深圳证券交易所出具的 创业板监管函。 河南证监局行政监管措施决定书指出,凯旺科技于2025年4月2 ...
近2000万罚单,ST香雪拉响药企信披违规警钟
2 1 Shi Ji Jing Ji Bao Dao· 2025-08-20 08:57
Core Viewpoint - Guangzhou Xiangxue Pharmaceutical Co., Ltd. and its actual controller Wang Yonghui have been penalized for information disclosure violations, with fines totaling 6 million yuan for the company and 10 million yuan for Wang Yonghui [2][3][10] Group 1: Violations and Penalties - The company failed to recognize losses from the demolition of villas in its 2019 annual report, resulting in an inflated profit of 53.83 million yuan, which accounted for 45.98% of the total profit for that year [4] - The actual controller Wang Yonghui received a warning and was fined 10 million yuan, with 3 million yuan as the directly responsible supervisor and 7 million yuan as the actual controller [2][3] - The company was also found to have significant omissions regarding non-operating fund occupation by related parties, amounting to 4.852 billion yuan from 2016 to 2020 [4] Group 2: Background and Investigation - The investigation into Xiangxue Pharmaceutical began on September 30, 2024, when the company and Wang Yonghui received a notice of case filing from the China Securities Regulatory Commission (CSRC) [3] - The violations were traced back to 2016, with the formal administrative penalty decision being disclosed on August 16, 2025, marking the end of the investigation phase [3][4] Group 3: Financial Performance and Market Impact - The company has reported continuous net losses from 2021 to 2024, with projected revenues for 2024 between 1.613 billion yuan and 2.013 billion yuan, and net losses estimated between 600 million yuan and 862 million yuan [6] - Following the penalties, the company's stock was suspended for one day and subsequently resumed trading under a risk warning, changing its name to "ST Xiangxue" [6] Group 4: Industry Context and Regulatory Environment - The case of Xiangxue Pharmaceutical is not isolated, as similar violations have occurred in the industry, highlighting a trend of increased scrutiny and penalties for information disclosure violations [7][10] - The new Securities Law implemented in 2020 has significantly increased the penalties for disclosure violations, with the company facing a fine of 6 million yuan and individual fines reaching up to 10 million yuan [10]