Announcement on Receiving the "Notice of Administrative Penalty" from the Guangdong Regulatory Bureau of the China Securities Regulatory Commission
Wichuang Group Co., Ltd. (hereinafter referred to as "the Company") disclosed announcements on December 23, 2023, and December 25, 2023, regarding the receipt of the "Notice of Investigation" from the China Securities Regulatory Commission (CSRC) (Announcement No. 2023-070), the "Notice of Investigation on the Company's Proposed Acquirer" (Announcement No. 2023-071), and the "Notice of Investigation on the Company's Major Shareholder" (Announcement No. 2023-073). The Company, its proposed acquirer Liu Jun, and the controlling shareholder of the Company’s major shareholder, Taizhou Zhongshu Weike Equity Investment Partnership (Limited Partnership), Jiangsu Sunshine Group Co., Ltd., and its actual controller Lu Keping, are under investigation by the CSRC for suspected violations of information disclosure laws. On May 9, 2024, the Company disclosed the "Notice of Investigation" (Announcement No. 2024-016) regarding its suspected failure to timely disclose annual reports and other information. Recently, the Company received the "Notice of Administrative Penalty" (Guangdong CSRC Penalty Document [2024] No. 26 and No. 25) from the Guangdong Regulatory Bureau of the CSRC, and the relevant situation is announced as follows:
Main Content of the "Notice of Administrative Penalty" (Guangdong CSRC Penalty Document [2024] No. 26)
Wichuang Group Co., Ltd., Liu Jun, Lu Keping, Lu Yu, Lu Yongsheng, Wen Jingjing, Chen Xiang, Xu Chaohui, Zhang Shuhan, Zhou Feng, Liang Chunhui, Cao Xiuming, and Chen Xiaomeng: The investigation into the suspected violations of information disclosure laws by Wichuang Group Co., Ltd. (hereinafter referred to as "Wichuang") and others has been completed, and the bureau intends to impose administrative penalties and market entry bans on you. The facts of the violations, the reasons and basis for the penalties, and your rights are hereby notified.
Upon investigation, the following violations of information disclosure laws by Wichuang, Liu Jun, and Lu Keping were established:
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Lu Keping failed to inform Wichuang of the change in actual controller, and Wichuang did not timely disclose the relevant situation as required. The 2023 semi-annual report of Wichuang contained false records. Lu Keping, as the actual controller of Jiangsu Sunshine Group Co., Ltd. (hereinafter referred to as "Sunshine Group"), controlled Taizhou Zhongshu Weike Equity Investment Partnership (Limited Partnership) and decided the nomination of more than half of the members of Wichuang's board of directors, thus obtaining control of Wichuang's board. Lu Keping became the actual controller of Wichuang no later than June 19, 2023, but did not inform Wichuang of this situation. Wichuang's semi-annual report disclosed that "the actual controller of the company did not change during the reporting period" and "the ultimate controlling party has no actual controller," which contained false records.
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Liu Jun failed to timely fulfill the reporting obligations regarding the agreement for acquisition, and Lu Keping did not inform Wichuang of significant changes in control. On September 20, 2023, Lu Keping's Sunshine Group signed a "Framework Agreement for Equity Transfer Cooperation" with Liu Jun's Jiangxi Xiling Energy Co., Ltd. (hereinafter referred to as "Xiling Energy"), and all parties partially fulfilled their obligations. According to the agreement, Xiling Energy would obtain control of Wichuang's controlling shareholder Zhongshu Weike through investment relations, constituting an indirect acquisition of the listed company. Liu Jun, as the actual controller of Xiling Energy, would become Wichuang's actual controller within the next twelve months. Liu Jun did not timely fulfill the reporting obligations after the agreement was reached, and Wichuang also failed to timely fulfill the information disclosure obligations.