昨日晚间，交大昂立公告，公司于2024年12月2日收到上海证监局出具的警示函。警示函显示，公司存在的违规事项包括：2016年和2018年年度报告中高管薪酬披露不实；未经董事会和股东大会审议，擅自解除与2022年度财务报告审计机构的业务约定；对2011年度至2021年度及2022年度各季度相关财务报表进行追溯调整，更正金额和比例较大，反映出会计核算不规范和信息披露不真实。① The management of Jiaoda Onli held a media communication meeting today to respond to the issues mentioned in the warning letter received from the Shanghai Securities Regulatory Commission yesterday. ② Regarding the issue of false disclosure of executive compensation, Jiaoda Onli stated that this matter specifically concerns the former management team's purchase of group insurance, which was then refunded back to personal accounts through policy cancellation. ③ The company has sued the current executives and related personnel, and the case has been filed, involving an amount of 21.0393 million yuan.
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On December 4th, Financial Alliance reported (Reporter Cui Ming) that following the warning letter from the Shanghai Securities Regulatory Commission received yesterday, the management of Jiaoda Onli (600530.SH) held a media communication meeting today to address the issues raised in the warning letter.
Last night, Jiaoda Onli announced that the company received a warning letter from the Shanghai Securities Regulatory Commission on December 2, 2024. The warning letter indicated that the company had violations including: false disclosure of executive compensation in the annual reports for 2016 and 2018; unilaterally terminating the business agreement with the auditing firm for the 2022 financial report without the review of the board of directors and the shareholder meeting; retrospective adjustments to financial statements for the years 2011 to 2021 and each quarter of 2022, with significant correction amounts and ratios, reflecting irregular accounting practices and untruthful information disclosure.
Xia Jinghua, assistant to the president of Jiaoda Onli, stated that the company's decision to publicly voice its concerns at this stage is because he feels that some key issues involving the interests of all shareholders are currently being covered up. The 'executive compensation’ mentioned in the warning letter is one of the key issues being concealed.
According to the warning letter, the Shanghai Securities Regulatory Commission believes that the disclosure of executive compensation in the 2016 and 2018 annual reports of the company was false. This behavior violated Article 2, Paragraph 1 of the Administrative Measures for the Disclosure of Information by Listed Companies (CSRC Order No. 40).
The management of Jiaoda Onli stated at the press conference that the company believes that the related facts do not constitute flaws in information disclosure regarding the issuance of compensation by the listed company without due procedures. According to the management and the company’s long-term legal advisor Liu Xiaojiang, the so-called false disclosure of executive compensation actually involves five former executives—Yang Guoping, Zhu Minjun, Lou Jianying, Li Hong, and Li Kangming—who used company funds to purchase group insurance, which was then refunded to personal accounts.
It is understood that from 2016 to 2019, Yang Guoping served as the chairman of the company; Zhu Minjun served as vice chairman and president; Lou Jianying served as vice president and financial director; Li Hong served as the secretary of the board of directors; and Li Kangming served as vice president.
Regarding the issue of the former management's reduction of group insurance after purchasing it and refunding it to personal accounts, Xia Jinghua stated that the company had made explanations to the regulatory institutions. "We believe that the current liability determination has weakened the responsibility of the then management, and the company opposes this."
Xia Jinghua mentioned that since the refund actions occurred in 2016 and 2018, the data retained by the company is not complete, and it was only discovered through the records of the company's official seal that the refund matters existed. "Currently, it cannot be ensured whether there are other cases of fund occupation, and the current management will continue to take action to clarify the situation."
On December 3rd, Jiaotong University Angli disclosed an announcement regarding the company's accumulative involvement in litigation and arbitration. The announcement revealed that Jiaotong University Angli has sued Yang Guoping and the other five former executives for damaging the company's interests, and the case has been filed, with a symbol amount of approximately 21.0393 million yuan.
