Announcement on the Company and Related Parties Receiving the "Notice of Administrative Penalty Pre-Disclosure"
Shenzhen Tiandi (Group) Co., Ltd. (hereinafter referred to as "the Company" or "Tiandi") disclosed on August 30, 2023, the announcements regarding the receipt of the "Notice of Case Filing" from the China Securities Regulatory Commission (CSRC) (Announcement No. 2023-056) and the announcement regarding the receipt of the "Notice of Case Filing" by the Company's actual controller, Mr. Lin Hongrun (Announcement No. 2023-057). Due to the Company's and actual controller Mr. Lin Hongrun's suspected violations of information disclosure laws, the CSRC has decided to file a case against the Company and the actual controller. The Company and related parties have recently received the "Notice of Administrative Penalty Pre-Disclosure" [2024] No. 14 issued by the Shenzhen Securities Regulatory Bureau of the CSRC. The specific circumstances are announced as follows:
Main Content of the Administrative Penalty Pre-Disclosure
Shenzhen Tiandi (Group) Co., Ltd., Mr. Lin Hongrun, Mr. Wu Hanxiong, Mr. Lin Jianrui, Ms. Lin Sicun, Mr. Zhao Luxiang, and Mr. Luo Zhongwei: The investigation into the case of Tiandi and Lin Hongrun's suspected violations of information disclosure laws has been completed by our bureau, and we intend to impose administrative penalties on you. We hereby inform you of the facts, reasons, basis for the proposed administrative penalties, and your rights.
It has been found that Tiandi is suspected of the following illegal facts:
- Failure to Disclose Guarantee Matters as Required
Shenzhen Tiandi Baocai New Materials Co., Ltd. (hereinafter referred to as "Tiandi Baocai") is a wholly-owned subsidiary of Shenzhen Tiandi New Materials Co., Ltd. On April 22, 2021, under the arrangement of the actual controller Lin Hongrun, Tiandi Baocai provided a pledge guarantee for Guangzhou Tongxin Trading Co., Ltd.'s (hereinafter referred to as "Guangzhou Tongxin") bank loan of 125 million yuan using its 128 million yuan bank time deposit. The loan was ultimately used to repay loans from companies related to Lin Hongrun. On October 21, 2021, when the bank loan from Guangzhou Tongxin was due, Lin Hongrun arranged bridge financing to renew the loan in a "repay old with new" manner and again provided a pledge guarantee using Tiandi Baocai's 128 million yuan fixed deposit. On December 29, 2021, Lin Hongrun arranged bridge financing to repay the loan and released the above-mentioned pledge guarantee. Both guarantee matters were not conducted in accordance with the required approval procedures. The amounts involved in these two guarantees accounted for 21.37% and 20.63% of the Company's most recent audited net assets, respectively. In the first half of 2021, the total amount of external guarantees by Tiandi was 125 million yuan, accounting for 20.16% of the net assets in the "2021 Semi-Annual Report." In 2021, the cumulative amount of external guarantees by Tiandi was 250 million yuan, accounting for 44.72% of the net assets in the "2021 Annual Report."