2月18日晚间,安徽证监局开出2020年首张行政处罚决定书,对面值退市第三股华信国际及控股股东上海华信责令改正,给予警告,并处以六十万元罚款。

虚增利润超4亿元构成信披违法
根据决定书内容,华信国际违法事实主要为未按规定披露关联交易事项及对外担保事项、通过虚构业务虚增营业收入和利润;控股股东上海华信指挥、安排、参与虚构业务,导致年度报告存在虚假记载及重大遗漏。
首先,2015年-2017年度,华信国际与青岛保税某社国际贸易有限公司、杭州新华某化国际贸易有限公司等25家关联公司发生销售、购货等关联交易,累计金额分别为3.5亿元、52.3元、82.1亿元,占公司最近一期经审计净资产比例分别为13.07%、180.45%、259.86%。上述关联交易公司未能及时识别并披露,直至2019年度才补充确认。
其次,华信国际通过虚构保理业务和原油转口贸易业务, 导致2016、2017年度分别虚增营业收入近77亿元、73亿元,虚增利润总额1.8亿元、2.4亿元,占当期披露利润总额32%、38%。
虚构保理业务方面,华信国际通过关联方作为上游供应商与盐城某丰、洛阳某发、科某电子等三家公司签订销售协议,同时,控股股东上海华信及其关联方等作为上述三家公司的下游客户签订购买协议。华信国际关联方把对三家公司的应收账款向华信国际子公司华信保理进行应收账款保理后,上海华信等下游客户在保理期限到期后转款给上述三家公司,三家公司收到资金后随即转给华信保理,保理业务闭合。上述交易不涉及货物实际交割,不具有商业实质,构成虚假交易。
虚构原油转口贸易业务方面,控股股东上海华信与冀某国际、淮某国际、广某国际等三家公司签订原油买卖委托协议,指定华信国际子公司华信天然气作为三家公司的上游供应商,同时安排相关方作为上述三家公司的下游客户。上下游合同同时签订,走款资金由华信方统一安排,三家公司收到下游货款后立即支付上游华信天然气货款。上述交易不涉及货物实际交割,不具有商业实质,构成虚假交易。
值得一提的是,上述虚假交易上下游所有销售合同、单据签等均由华信方提供,连接上下游的“中间关键公司”只负责签字盖章。
与此同时,2018年2月,华信国际未履行内部程序违规为控股股东上海华信及其关联方提供连带担保,累计担保金额5.5亿元,占公司最近一期经审计净资产的15.61%。
“能源+金融”帝国覆灭
虽为面值退市第三股,华信国际也曾风光无限。
2004年,华星化工(华信国际前身)登陆资本市场。2013年,上海华信通过认购非公开发行股份一跃成为控股股东,从此开启了华信国际业务调整变革的“飞速发展”之路。背靠控股股东资源优势,公司通过剥离原有农化业务、开展产业并购,构建“能源+金融”的双翼格局,经营规模快速扩张,跻身营收百亿俱乐部,叠加连年推出的高送转方案,推动股价步步上扬。从2013年初到2015年6月,华信国际总市值从30多亿元上升到近500亿元。
值得关注的是,华信国际能源业务以境外投资为主,金融业务主要依托于石化产业链保理,两项业务均存在较高风险。
2017年,公司财务报表被会计师事务所出具无法表示意见的审计意见,且多数董事、高管无法保证年度报告的真实、准确、完整。因保理及转口业务出现大量逾期应收账款,导致公司可供经营活动支出的货币资金严重短缺。数据显示,2017年公司应收账款余额为44.71亿元,逾期应收账款余额近25亿元,然而仅计提了不足2000万的坏账准备;与此同时,流动负债达33亿元,逾期债务达8亿元,而货币资金仅3亿元。
2018年,华信国际的财务危机全面爆发。能源贸易业务和金融业务应收账款逾期规模进一步扩大,整体资金短缺、流动性缺乏,业务总量大幅萎缩。当年,公司营业收入为9.86亿元,同比下滑94%;因计提坏账准备33.25亿元陷入大幅亏损,净利润为-12亿元。会计师认为,公司持续经营存在重大不确定性。2019年前三季度,公司营业收入尚不足1亿元。
基本面的剧变致使公司股价陷入颓势。自2018年4月后,华信国际股价一路下挫,虽有小幅波动,但一直徘徊在2元以下。2019年9月4日,因公司股票连续二十个交易日的每日收盘价均低于股票面值,深交所对华信国际做出终止上市决定;11月1日,华信国际被摘牌,后续将会退至老三板。
值得一提的是,控股股东华信国际因多起借款、买卖合同、债券交易纠纷深陷债务危机,多次被列为失信被执行人,所持股份也遭轮候冻结。
目前,因公司部分股东的账户托管单元较多且存在较多股权质押、司法冻结及轮候冻结的情形,初始登记工作未能如期办理,预计在全国股转系统挂牌转让的时间将延期至2020年3月11日。
On the evening of February 18, the Anhui Securities Regulatory Bureau issued the first administrative penalty decision in 2020, delisting the third share at face valueHuaxin Internationaland Shanghai Huaxin, the controlling shareholder, ordered corrections, issued a warning, and imposed a fine of 600,000 yuan.

An inflated profit of more than 400 million yuan makes credit disclosure illegal
According to the content of the decision, Huaxin International's illegal facts were mainly that it failed to disclose related transactions and external guarantee matters in accordance with regulations, inflated operating income and profits through fictional business; the controlling shareholder Shanghai Huaxin directed, arranged, and participated in the fictional business, which led to false records and major omissions in the annual report.
First, from 2015 to 2017, Huaxin International had sales and purchase related transactions with 25 affiliated companies, including Qingdao Free Trade Co., Ltd. and Hangzhou Xinhua Chemical International Trade Co., Ltd., with cumulative amounts of 350 million yuan, 52.3 yuan, and 8.21 billion yuan respectively, accounting for 13.07%, 180.45%, and 259.86% of the company's most recent audited net assets, respectively. The related trading companies mentioned above failed to be identified and disclosed in a timely manner, and additional confirmation was not made until 2019.
Second, Huaxin International inflated operating income by nearly 7.7 billion yuan and 7.3 billion yuan respectively in 2016 and 2017 through fictional factoring business and crude oil re-export trade business, and inflated total profit of 180 million yuan and 240 million yuan, accounting for 32% and 38% of total disclosed profits in the current period.
In terms of fictional factoring business, Huaxin International signed sales agreements with three companies including Yancheng Mofeng, Luoyang Mofa, and Ke Electronics through related parties as upstream suppliers. At the same time, the controlling shareholder Shanghai Huaxin and its affiliates signed purchase agreements as downstream customers of the above three companies. After the accounts receivable from the three companies were factored by Huaxin Factoring, a subsidiary of Huaxin International, by Huaxin International's subsidiary, downstream customers such as Shanghai Huaxin transferred money to the above three companies after the factoring period expired. The three companies received the funds and immediately transferred them to Huaxin Factoring, and the factoring business was closed. The above transactions do not involve actual delivery of goods, have no commercial substance, and constitute false transactions.
In terms of the fictional crude oil re-export trade business, Shanghai Huaxin, the controlling shareholder, signed crude oil trading commission agreements with three companies, including Ji Mou International, Huai Mou International, and Guang Mou International, designating Huaxin Natural Gas, a subsidiary of Huaxin International, as the upstream supplier of the three companies, while also arranging relevant parties as downstream customers for the three companies mentioned above. The upstream and downstream contracts were signed at the same time, and the funds to be transferred were arranged uniformly by Huaxin. The three companies paid for the upstream Huaxin Natural Gas immediately after receiving payment for the downstream purchase. The above transactions do not involve actual delivery of goods, have no commercial substance, and constitute false transactions.
It is worth mentioning that all upstream and downstream sales contracts, document signatures, etc. of the above false transactions are provided by Huaxin, and the “intermediate key companies” connecting upstream and downstream are only responsible for signing and sealing them.
Meanwhile, in February 2018, Huaxin International failed to comply with internal procedures to provide joint guarantees to the controlling shareholder Shanghai Huaxin and its related parties. The cumulative guarantee amount was 550 million yuan, accounting for 15.61% of the company's most recent audited net assets.
”Energy+Finance”The empire is destroyed
Although it was the third stock to be delisted at face value, Huaxin International also had a lot of popularity.
In 2004, Huaxing Chemical (predecessor of Huaxin International) entered the capital market. In 2013, Shanghai Huaxin quickly became the controlling shareholder by subscribing for non-publicly issued shares. Since then, Huaxin has embarked on the path of “rapid development” of Huaxin's international business adjustment and transformation. Rely on the controlling shareholderResource advantageBy divesting the original agrochemical business, carrying out industrial mergers and acquisitions, and constructing a “energy+finance” two-wing pattern, the company rapidly expanded its scale of operations, joined the 10 billion revenue club, and added to the high transfer plan introduced year after year to push stock prices up step by step. From the beginning of 2013 to June 2015, Huaxin International's total market capitalization rose from more than 3 billion yuan to nearly 50 billion yuan.
It is worth noting that Huaxin International Energy's business mainly invests abroad, and its financial business mainly relies on factoring in the petrochemical industry chain. Both businesses have high risks.
In 2017, the company's financial statements were issued audit opinions that could not be expressed by accounting firms, and most directors and executives were unable to guarantee the truthfulness, accuracy, and completeness of the annual report. Due to the large amount of overdue accounts receivable in factoring and re-export business, there is a serious shortage of monetary capital that the company can spend on its operating activities. According to data, in 2017, the company's accounts receivable balance was 4.471 billion yuan, and the balance of overdue accounts receivable was nearly 2.5 billion yuan. However, less than 20 million in bad debt provisions were taken into account; at the same time, current liabilities reached 3.3 billion yuan, overdue debts reached 800 million yuan, while monetary capital was only 300 million yuan.
In 2018, Huaxin International's financial crisis broke out in full swing. The scale of overdue accounts receivable from the energy trade business and financial business has further expanded. There is a shortage of overall capital, lack of liquidity, and the total volume of business has shrunk drastically. In that year, the company's revenue was 996 million yuan, down 94% from the previous year; the net profit was -1.2 billion yuan due to bad debt preparation and a sharp loss of 3,325 million yuan. Accountants believe that there is significant uncertainty about the continued operation of the company. In the first three quarters of 2019, the company's revenue was less than 100 million yuan.
Drastic changes in fundamentals have caused the company's stock price to decline. Since April 2018, Huaxin International's stock price has been falling all the way down. Although there have been slight fluctuations, it has remained below 2 yuan. On September 4, 2019, since the daily closing price of the company's stock was below the face value of the stock for 20 consecutive trading days, the Shenzhen Stock Exchange decided to terminate the listing of Huaxin International; on November 1, Huaxin International was delisted and will later fall back to the old third board.
It is worth mentioning that Huaxin International, the controlling shareholder, has been mired in a debt crisis due to many disputes over loans, sales contracts, and bond transactions. It has been listed as an untrustworthy executee many times, and its shares have also been frozen while waiting to be frozen.
Currently, due to the large number of account trusteeship units for some shareholders of the company and more equity pledges, judicial freezes, and waiting to be frozen, the initial registration process has not been processed as scheduled. It is expected that the listing and transfer period on the national equity transfer system will be extended until March 11, 2020.