Reference is made to the announcements of GF Securities Co., Ltd. dated April 17 and July 17, 2023, in relation to the Company's receipt of the Notice of Case Filing (CSRC Li An Zi No. 0382023005) (0382023005) and the Advance Notice of Administrative Penalties (Chu Fa Zi No. 40) (40) issued by China Securities Regulatory Commission (the CSRC) on April 17 and July 17, 2023, respectively.
On September 22, 2023, the Company received the Written Decision of Administrative Penalties (No. 65) (65) issued by the CSRC, major details of which are as follows: According to the relevant requirements under the Securities Law of the People's Republic of China (the 2005 Securities Law) as revised in 2005 and amended in 2014, the CSRC has conducted a case filing for investigation and a hearing with respect to the violation of laws and regulations by GF Securities, and now the investigation and hearing are concluded. Upon the investigation, GF Securities is involved the following facts of illegal act: GF Securities served as the sponsor (lead underwriter) in the 2018 non-public issuance of shares by Misho Ecology & Landscape Co., Ltd. ("Misho Ecology"), signatures for which were under the hands of Wang Xin and Yang Leijie, as sponsor representatives.
There were misstatements in the letter of recommendation and other documents issued by GF Securities. GF Securities did not exercise due diligence during the period of acting as a sponsor (lead underwriter), including not duly checking the procedural design of bank deposit account with large amount, not duly implementing the verification procedures of Misho Ecology's bank deposits; not duly implementing the verification procedures of account receivables and the procedures for due diligence; not duly implementing the field visit procedures for the projects financed by the proceeds from the 2018 non-public issuance of shares; not duly checking and verifying the material bank borrowings contracts of Misho Ecology; failing to obtain sufficient evidence in due diligence investigation and exercise independent judgement on the content of the application materials, securities offering and fund-raising documents of Misho Ecology without the support of professional opinions from securities service institutions. The CSRC is of the opinion that, during the process of providing sponsorship services to Misho Ecology in respect of the 2018 non public issuance of shares, GF Securities failed to comply with business rules and industry norms and to carefully verify offering application materials of Misho Ecology with due diligence, and there are misstatements in the documents issued, including the letter of sponsorship, constituting illegal acts as stipulated in Article 192 of the 2005 Securities Law.
GF Securities's act of failure to carefully verify the authenticity and accuracy of the fund-raising documents under the offering of Misho Ecology violated the provision of Rule 28 of the Measures for the Administration of Securities Issuance and Underwriting (Order of CSRC No. 144), constituting "other acts in violation of securities underwriting business" as stated in Article 191 of the 2005 Securities Law. For GF Securities's illegal acts described above, the persons directly responsible for Misho Ecology project are sponsor representatives, namely Wang Xin and Yang Leijie.
Based on the fact, nature, circumstance and the harmfulness to the public caused by the breach by the relevant parties, the CSRC made the following decisions pursuant to the Item (3) of Article 191 and the Article 192 of the 2005 Securities Law: an order to GF Securities to rectify, warn and confiscate the sponsorship business income of RMB 943,396.23, and to pay a fine of RMB 943,396.23; confiscate illegal income of RMB 7,830,188.52 from underwriting stocks, and to pay a fine of RMB 500,000. a warning to Wang Xin and Yang Leijie, respectively, and a fine of RMB 250,000 against each of them. The illegal acts mentioned in the Written Decision of Administrative Penalties received by the Company did not lead to the circumstances of mandatory delisting as stipulated under rules 9.5.1, 9.5.2 and 9.5.3 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (August 2023 revision) due to the serious breach of laws.
Currently, all business operations of the Company remain normal, and it will continue to follow the business philosophy of compliance and robustness, further strengthen the internal control system for investment banking business, heighten the awareness of standardized operation and fulfill the obligation of diligence, so as to comprehensively improve the quality of its investment banking business.