根据公告，卓朗科技存在以下违法事实：① *ST Tianjin Troila Information Technology's subsidiary fabricated sales Business, inflated revenue and profits, resulting in false records in the annual reports from 2019 to 2023, leading to a forced (Delisted) for serious violations, with Stocks being suspended from trading starting December 26, 2024. ② The China Securities Regulatory Commission decided to order Tianjin Troila Information Technology Co., Ltd. to correct its practices, issue a warning, and impose a fine of 10 million yuan.
According to Caixun on December 25, today marks the first company to be forced (Delisted) for serious violations after the new delisting regulations were issued, with *ST Tianjin Troila exiting the A-share stage.
*ST Tianjin Troila announced that the company received the "Administrative Penalty Decision" issued by the China Securities Regulatory Commission, which found that its subsidiary Tianjin Troila Technology Development Co., Ltd. fabricated sales Business of Servers, Software, and system integration services, inflating revenue and profits, resulting in false records in the annual reports from 2019 to 2023. The amount of falsely recorded revenue for 2021 and 2022 totaled 0.995 billion yuan, accounting for 57.85% of the total disclosed annual revenue for those two years; the total falsely recorded profit amounted to 0.696 billion yuan, accounting for 56.31% of the total disclosed annual profit for those two years. The aforementioned facts trigger the conditions for a forced (Delisted) due to serious violations, and the company's Stocks will be suspended from trading starting December 26, 2024.
According to the announcement, Tianjin Troila Technology has the following illegal facts:
1. Tianjin Troila Technology's regular reports contained false records.
From 2019 to 2023, Tianjin Troila Technology's subsidiary fabricated sales Business of Software and system integration services, where contracts and receipts were determined by Troila Development, products were not actually delivered, and sales revenue came from associated companies, creating a closed loop of funds.
The aforementioned fabricated sales Business resulted in inflated operating revenue for Tianjin Troila Technology from 2019 to 2023, with inflated amounts of 249.1528 million yuan, 489.1289 million yuan, 338.615 million yuan, 656.1278 million yuan, and 82.2545 million yuan, accounting for 21.05%, 45.19%, 41.60%, 72.46%, and 13.22% of the publicly disclosed revenue for each period, respectively; and inflated total profits of 249.1528 million yuan, 309.8993 million yuan, 338.615 million yuan, 357.1319 million yuan, and 82.2545 million yuan, accounting for 33.81%, 7.68%, 41.26%, 86.08%, and 50.27% of the absolute value of the publicly disclosed profits for each period.
2. Tianjin Troila Technology did not disclose external guarantees as required.
On September 19, 2019, Tianjin Troila Information Technology's subsidiary, Heng Tai Hui Jin, signed a mortgage contract with Tianjin Rural Commercial Bank, providing a guarantee for the debt of Xinhua Aviation Co., Ltd. with 27 turbo fan engines as collateral, valued at 0.491 billion yuan, accounting for 71.89% and 14.82% of Tianjin Troila Information Technology's audited net assets at the end of 2019 and 2020, respectively. Tianjin Troila Information Technology failed to timely disclose the aforementioned external guarantee, leading to significant omissions in the annual reports for 2019 and 2020.
The China Securities Regulatory Commission decided that Tianjin Troila Information Technology violated relevant provisions of the Securities Law due to false sales and failure to disclose external guarantees, and was ordered to rectify, warned, and fined 10 million yuan.
According to the findings in the 'Decision Letter' received, the company's Stocks will be subject to mandatory delisting for major violations, and trading will be suspended starting December 26, 2024.
In April of this year, the China Securities Regulatory Commission released the 'Opinions on Strictly Implementing the Delisting System,' known as the 'strictest' delisting new regulations in history. The new regulations specify four types of delisting scenarios: financial, normative, major violations, and trading, setting specific standards for each type of delisting.
In terms of delisting due to major violations, the new regulations expand the scope of mandatory delisting for major violations, lowering the limits, amounts, and proportions of financial fraud delisting, and increasing cases of continuous fraud leading to delisting. It distinguishes three levels: one year for false recording amounts of '0.2 billion yuan, accounting for 30%'; two years for 'a total of 0.3 billion yuan, accounting for 20%'; three years or more being recognized as false recording will lead to delisting.
In the secondary market, ST Tianjin Troila's stock price has continuously hit the daily limit down for four consecutive trading days, closing today at 1.24 yuan per share, with a total market value of 4.23 billion yuan.
