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Zhongxin Jingwei, May 22, due to suspected failure to disclose the occupation of non operating funds of related parties in a timely manner and major omissions in regular reports, Jiangsu Securities Regulatory Bureau plans to impose a fine of 3 million yuan on Jiangsu Nanwei Pharmaceutical Co., Ltd. (hereinafter referred to as Nanwei Shares, securities referred to as ST Nanwei), a fine of 4.5 million yuan on Li Ping, the company's actual controller and chairman, and a fine of 4.5 million yuan on directors The Chief Financial Officer Xiang Qinhua will be fined 900000 yuan, with a total of 8.4 million yuan proposed.
ST Nanwei announced in the evening of the 22nd that the company had received the Notice of Administrative Punishment in Advance (hereinafter referred to as the Notice) issued by Jiangsu Securities Regulatory Bureau.
Screenshot of ST Nanwei Announcement According to the Notification, the facts that Nanwei, Li Ping and Xiang Qinhua are suspected of breaking the law are as follows:
1、 Related persons of Nanwei Shares
Since the listing of Nanwei Shares in August 2017, Li Ping has always been the actual controller, chairman and general manager of Nanwei. Since 2020, the actual controller of Changzhou Zenith Power Technology Co., Ltd. (hereinafter referred to as Zenith Power) is Li Ping. Since its establishment in April 2018, the actual controller of Ningbo Meishan Bonded Port Hemu Leying Investment Partnership (Limited Partnership) (hereinafter referred to as Hemu Leying) is Li Ping. According to Item 4 of Article 216 of the Company Law of the People's Republic of China, Item 3 of Article 71 of the Administrative Measures for Information Disclosure of Listed Companies (CSRC Order No. 40, hereinafter referred to as the "Information Disclosure Measures" of 2007), and Item 3 of the Administrative Measures for Information Disclosure of Listed Companies (CSRC Order No. 182, hereinafter referred to as the "Information Disclosure Measures") promulgated in 2007 According to the provisions of Item 4 of Article 62, Li Ping, Zenith Power and Hemu Leying are the related persons of Nanwei Co., Ltd. during the involved period.
2、 Nanwei Shares is suspected of failing to disclose the occupation of non operating funds of related parties in a timely manner
From March 2020 to December 2022, Nanwei Shares transferred its loans from banks to related parties such as Li Ping, Zenith Power Supply and Hemu Leying through intermediaries such as suppliers Changzhou Bisheng Printing Factory and Changzhou Plastic Color Printing Co., Ltd., resulting in non operating capital occupation of related parties by Nanwei Shares, totaling 336 million yuan. Among them, on March 23, 2020, Nanwei Shares occupied 10 million yuan, accounting for 1.80% of the Company's audited net assets in 2018, which met the disclosure standard of the interim report. Nanwei Shares did not disclose in time, nor did it disclose the subsequent occupation of funds in time.
3、 Nanwei Shares is suspected of having major omissions in regular reports
From March 2020 to June 2022, the non operating funds occupied by related parties of Nanwei Co., Ltd. totaled 300.5 million yuan, including 92 million yuan in 2020, and the balance was 0; The amount incurred from January to June 2021 is 110 million yuan, and the balance is 0; The annual amount incurred in 2021 is 135 million yuan, and the balance is 0; From January to June 2022, the amount incurred is 73.5 million yuan, and the balance is 20 million yuan. The amount of non operating funds occupied by the aforesaid related parties accounted for 13.13%, 15.93%, 20.61% and 11.11% of the net assets recorded in Nanwei's 2020 annual report, 2021 semi annual report, 2021 annual report and 2022 semi annual report respectively. Nanwei Shares failed to comply with Paragraph 1 of Article 31 and Item 4 of Article 40 of the Standards for the Contents and Forms of Information Disclosure by Companies Offering Securities to the Public No. 2 - Contents and Forms of Annual Reports (CSRC Announcement (2017) No. 17), and the Standards for the Contents and Forms of Information Disclosure by Companies Offering Securities to the Public No. 2 - Contents and Forms of Annual Reports (CSRC Announcement (2021) 15) Paragraph 1 of Article 45, Item 4 of Article 54, Article 32 and Item 4 of Article 39 of the Standards for the Contents and Forms of Information Disclosure by Companies that Offer Securities to the Public No. 3 - Contents and Forms of Semi annual Report (CSRC Announcement [2021] No. 16) Disclosed in the semi annual report of 2022.
As of April 26, 2023, the related parties have returned all occupied funds and interests. On April 28, 2023, Nanwei Shares disclosed the occupation and liquidation of non operating funds of related parties in 2022.
Jiangsu Securities Regulatory Bureau believes that the above two illegal acts of Nanwei Shares are suspected of violating the provisions of the first, second, and third paragraphs of Article 78, Article 79, and the first and second paragraphs of Article 80 of the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law), and constitute the illegal circumstances described in the first and second paragraphs of Article 197 of the Securities Law.
For the company's failure to disclose the illegal acts of the non operating funds occupied by related parties in a timely manner, Li Ping, the chairman and general manager, as the main person in charge of the company's information disclosure, organized and planned the funds occupied by related parties, and failed to organize the information disclosure of Nanwei Shares in a timely manner. Xiang Qinhua, the director and chief financial officer, was responsible for the company's financial work, learned about and cooperated with the fund occupation, The above two persons are directly responsible for the illegal act.
Li Ping, the chairman and general manager of the board of directors, was fully responsible for the company's operation and management, and organized and planned the related parties' occupation of funds of Nanwei Shares. Xiang Qinhua, the director and chief financial officer, was aware of and cooperated with the occupation of funds. They failed to be diligent and responsible to ensure the integrity of the relevant periodic reports, Is the person in charge directly responsible for the violation.
Li Ping, the actual controller, organized and implemented the fund occupation of Nanwei Shares by related parties, which led to the company's illegal information disclosure, and was suspected of constituting the illegal situation organized and directed by the actual controller as described in the first and second paragraphs of Article 197 of the Securities Law.
Jiangsu Securities Regulatory Bureau plans to decide:
1、 In accordance with Paragraph 1 of Article 197 of the Securities Law of the People's Republic of China, for the illegal act of not disclosing the occupation of non operating funds of related parties in a timely manner:
（1） Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. will be given a warning and fined one million yuan;
（2） Li Ping was given a warning and fined 1.5 million yuan, including 500000 yuan as the chairman and general manager of Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. and 1 million yuan as the actual controller of Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd;
（3） Xiang Qinhua was given a warning and fined 300000 yuan.
2、 According to the provisions of Paragraph 2 of Article 197 of the Securities Law of the People's Republic of China, for the illegal acts with major omissions in the relevant periodic reports:
（1） Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. was warned and fined 2 million yuan;
（2） Li Ping was warned and fined 3 million yuan, including 1 million yuan as the chairman and general manager of Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. and 2 million yuan as the actual controller of Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd;
（3） Xiang Qinhua was given a warning and fined 600000 yuan.
In combination of the above two items:
1、 Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. was warned and fined 3 million yuan;
2、 Li Ping was given a warning and fined 4.5 million yuan;
3、 Xiang Qinhua was given a warning and fined 900000 yuan.
Public information shows that Jiangsu Nanfang Weicai Pharmaceutical Co., Ltd. is mainly engaged in the research, development, production and sales of transdermal products, medical adhesive tape and bandages, first-aid kits, sports protection products, protective products, nursing supplies and other products. It is a high-tech enterprise integrating research, development, manufacturing and sales of pharmaceutical products.
In 2023, ST Nanwei will achieve a revenue of 600 million yuan, a year-on-year increase of 10.03%; Net profit attributable to the parent company lost 147 million yuan, down 906.35% year on year. ST Nanwei said in the annual report that the decrease in net profit attributable to the parent company was mainly due to the oversupply of protective articles and fierce price competition; Accrued credit impairment losses and asset impairment losses increased. In the first quarter of this year, ST Nanwei realized a net profit attributable to its parent of 1.7451 million yuan, a year-on-year decrease of 74.82%. (Zhongxin Jingwei APP)
