China Economic Net, Beijing, June 23. Recently, the Fujian Securities Regulatory Bureau issued a decision on taking regulatory measures against Limin and Lin Yuqiu ([2022] No. 31).Rockchip Microelectronics Co., Ltd. (hereinafter referred to as "Rockchip", 603893.SH) disclosed the "2021 Audit Report" on March 22, 2022, showing that in 2021, Rockchip will receive a total of VAT immediately. The total amount of refunds was 45.4975 million yuan, accounting for 14.22% of the audited net profit in 2020.Rockchip failed to perform its temporary disclosure obligations on the above matters in a timely manner, violating Articles 3, 22 and 24 of the Administrative Measures for Information Disclosure of Listed Companies (Order No. 182 of the China Securities Regulatory Commission).
Li Min, as the chairman and general manager of Rockchip, and Lin Yuqiu, as the secretary of Rockchip's board of directors, failed to perform the duty of diligence and due diligence in accordance with Article 4 of the "Administrative Measures for Information Disclosure". Article 1 is primarily responsible for the above-mentioned problems.According to Article 52 of the "Measures for the Administration of Information Disclosure of Listed Companies", the Fujian Securities Regulatory Bureau decided to take administrative supervision measures for Li Min and Lin Yuqiu.Limin and Lin Yuqiu are now required to bring their valid ID documents to the Fujian Securities Regulatory Bureau at 9:30 a.m. on June 30, 2022 for a regulatory interview.Talking place: Conference Room 302, 3rd Floor, Building A, Building 10, Area B, Fuzhou Software Park, No. 89, Software Avenue, Tongpan Road, Fuzhou City.
Rockchip's official website shows that Rockchip Electronics Co., Ltd. ("Rockchip", stock code: 603893) was established in 2001, headquartered in Fuzhou, with branches/subsidiaries in Shenzhen, Shanghai, Beijing, Hangzhou and Hong Kong , focusing on integrated circuit design and research and development, has developed into a leading Internet of Things (IoT) and Artificial Intelligence Internet of Things (AIoT) processor chip company.
Limin is the largest shareholder of Rockchip, holding 37.79% of the shares.Limin has been the chairman and company director of Rockchip since June 25, 2018, and the general manager since August 1, 2018.
Lin Yuqiu has been the deputy general manager and board secretary of Rockchip since August 1, 2018.
Article 3 of the Measures for the Administration of Information Disclosure of Listed Companies (Order No. 182 of the China Securities Regulatory Commission) stipulates that the information disclosure obligor shall perform the information disclosure obligation in a timely manner in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear, and easy to understand. There shall be no false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance.However, unless otherwise provided by laws and administrative regulations.
Before insider information is disclosed in accordance with the law, insiders of insider information and persons who illegally obtain insider information shall not disclose or disclose such information, and shall not use such information to conduct insider trading.No unit or individual may illegally require information disclosure obligors to provide information that needs to be disclosed according to law but has not been disclosed.
Where securities and their derivatives are publicly offered and traded both domestically and overseas, the information disclosed by the obligor of information disclosure in the overseas market shall be disclosed in the domestic market at the same time.
Article 22 of "Measures for the Administration of Information Disclosure of Listed Companies" stipulates that when a major event occurs that may have a greater impact on the trading price of the listed company's securities and its derivatives, the listed company shall immediately disclose the event before investors know it, and explain the event. the cause, current state and possible impact.The major events mentioned in the preceding paragraph include:
(1) Major events specified in Paragraph 2, Article 80 of the Securities Law;
(2) The company is liable for a large amount of compensation;
(3) The company has made provision for impairment of large assets;
(4) The company's shareholders' equity is negative;
(5) The main debtor of the company becomes insolvent or enters bankruptcy proceedings, and the company fails to make sufficient bad debt provision for the corresponding creditor's rights;
(6) The newly promulgated laws, administrative regulations, rules and industry policies may have a significant impact on the company;
(7) The company conducts equity incentives, shares repurchase, major asset restructuring, asset spin-off and listing or listing;
(8) The court has ruled that the controlling shareholder is prohibited from transferring the shares it holds; more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, escrow, set up a trust or restricted in voting rights according to law, etc., or there is a risk of forced transfer. ;
(9) Major assets are sealed up, seized or frozen; major bank accounts are frozen;
(10) The listed company expects a loss or a substantial change in its operating results;
(11) The main or all business has come to a standstill;
(12) Obtaining additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company's assets, liabilities, equity or operating results;
(13) Appoint or dismiss the accounting firm that audits the company;
(14) Significant voluntary changes in accounting policies and accounting estimates;
(15) Being ordered to make corrections by the relevant authorities or the decision of the board of directors to make corrections due to errors in the information disclosed in the previous period, failure to disclose as required or false records;
(16) The company or its controlling shareholders, actual controllers, directors, supervisors, and senior management personnel are subject to criminal punishment, and are subject to investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations, or subject to administrative punishment by the China Securities Regulatory Commission, or subject to major administrative penalties by other competent authorities punish;
(17) The company's controlling shareholder, actual controller, director, supervisor, and senior management personnel are suspected of serious violations of disciplines and laws or duty-related crimes and have been detained by the discipline inspection and supervision authority and affect their performance of duties;
(18) Other directors, supervisors, and senior managers of the company other than the chairman or manager are unable to perform their duties normally for three months or more due to physical or work arrangements, or have been taken by competent authorities for suspected violations of laws and regulations. Coercive measures and affect the performance of their duties;
(19) Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of a listed company has a great influence on the occurrence or progress of a major event, it shall promptly notify the listed company in writing of the relevant information that it knows, and cooperate with the listed company in fulfilling its information disclosure obligations.
Article 24 of the Measures for the Administration of Information Disclosure of Listed Companies stipulates that a listed company shall perform its obligation of information disclosure of major events in a timely manner at any of the following time points that first occurs:
(1) When the board of directors or the board of supervisors forms a resolution on the major event;
(2) When the parties concerned sign a letter of intent or agreement on the major event;
(3) When the director, supervisor or senior management becomes aware of the occurrence of the major event.
If one of the following circumstances occurs before the time point specified in the preceding paragraph, the listed company shall disclose the status quo of the relevant matter and the risk factors that may affect the progress of the event in a timely manner:
(1) It is difficult to keep the major event confidential;
(2) The major event has been leaked or there are rumors in the market;
(3) Abnormal transactions of the company's securities and derivatives thereon.
Article 51 of the Measures for the Administration of Information Disclosure of Listed Companies stipulates that the directors, supervisors and senior managers of listed companies shall be responsible for the authenticity, accuracy, completeness, timeliness and fairness of the company's information disclosure, but there is sufficient evidence Except that it has performed its duty of diligence and due diligence.
The chairman, manager and secretary of the board of directors of a listed company shall bear primary responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the information disclosed in the company's interim report.
The chairman, manager, and financial officer of a listed company shall bear primary responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the company's financial and accounting reports.
Article 52 of the Measures for the Administration of Information Disclosure of Listed Companies stipulates that if information disclosure obligors and their directors, supervisors and senior managers violate these Measures, the CSRC may take the following regulatory measures in order to prevent market risks and maintain market order :
(1) Order to make corrections;
(2) Regulatory talks;
(3) Issue a warning letter;
(4) Order to make a public statement;
(5) ordering periodic reports;
(6) Ordering the suspension or termination of merger and acquisition activities;
(7) Other regulatory measures that may be taken according to law.
The following is the original text:
Decision on taking regulatory talks against Limin and Lin Yuqiu
Limin and Lin Yuqiu:
The "2021 Audit Report" disclosed by Rockchip Microelectronics Co., Ltd. (hereinafter referred to as Rockchip) on March 22, 2022 shows that Rockchip has received a total of 45,497,543.78 yuan in value-added tax refunds in 2021. , accounting for 14.22% of the audited net profit in 2020.Rockchip failed to perform its temporary disclosure obligations on the above matters in a timely manner, violating Articles 3, 22, Article 24 provides.
Li Min, as the chairman and general manager of Rockchip, and Lin Yuqiu, as the secretary of Rockchip's board of directors, failed to perform the duty of diligence and due diligence in accordance with Article 4 of the "Administrative Measures for Information Disclosure". It is primarily responsible for the above-mentioned issues.In accordance with the provisions of Article 52 of the "Administrative Measures for Information Disclosure", our bureau has decided to take administrative supervision measures against you.You are now required to bring your valid ID documents to the Fujian Securities Regulatory Bureau at 9:30 a.m. on June 30, 2022 for a regulatory interview.Talking place: Conference Room 302, 3rd Floor, Building A, Building 10, Area B, Fuzhou Software Park, No. 89, Software Avenue, Tongpan Road, Fuzhou City.
If you are not satisfied with these supervisory and administrative measures, you may file an application for administrative reconsideration with the China Securities Regulatory Commission within 60 days from the date of receipt of this decision, or you may file an application with the competent people within 6 months from the date of receipt of this decision. Court proceedings.During the period of reconsideration and litigation, the above-mentioned supervision and management measures will not cease to be implemented.
