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一笔600余万业绩补偿款被“张冠李戴”,造成公司财报存在虚假记载,国旅联合将被ST

A performance compensation payment of over 6 million was mistakenly attributed, causing the company's Earnings Reports to contain false entries, and CHINA TOURISM AND CULTURE INVESTMENT GROUP will be subjected to Special Treat.

cls.cn ·  Mar 14 13:38

① In 2019, CHINA TOURISM AND CULTURE INVESTMENT GROUP underestimated Assets and Net income by 6.4243 million yuan, accounting for 3.55% of the absolute value of the disclosed total Net income for the period; in 2020, it overestimated Assets and Net income by 6.4243 million yuan, accounting for 25.86% of the absolute value of the disclosed total Net income for that period. ② CHINA TOURISM AND CULTURE INVESTMENT GROUP was fined 2 million yuan.

On March 14, according to financial reports, due to an incorrect year for a performance compensation amount exceeding 6 million, CHINA TOURISM AND CULTURE INVESTMENT GROUP was determined to have false records in its Earnings Reports and received an administrative punishment notice, leading to the company’s Stocks being designated as ST.

This evening, CHINA TOURISM AND CULTURE INVESTMENT GROUP announced that the company received an 'Administrative Punishment Advance Notice' issued by the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission. According to relevant regulations, the company's Stocks will be suspended for one day on March 17, 2025, and starting from March 18, 2025, other risk warnings will be implemented. The abbreviation of the company’s Stocks will change from 'CHINA TOURISM AND CULTURE INVESTMENT GROUP' to 'ST TOURISM'.

The company disclosed in the announcement that in accordance with the contents stated in the 'Advance Notice', based on Article 9.8.1 of the 'Regulations on the Listing of Stocks on the Shanghai Stock Exchange (revised in April 2024)', 'If a listed company encounters any of the following circumstances, the Shanghai Stock Exchange will implement other risk warnings for its Stocks: (7) The annual report Financial Indicators disclosed by the company based on the facts stated in the administrative punishment advance notice from the China Securities Regulatory Commission contain false records, but do not touch on the cases stipulated in the first paragraph of Article 9.5.2 of this regulation, the aforementioned Financial Indicators include revenue, total profit, Net income, and asset or liability accounts in the balance sheet.' Therefore, other risk warnings will be implemented for the company's Stocks.

The 'Administrative Punishment Advance Notice' issued by the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission (Gan Punishment Letter [2025] No. 2) disclosed by CHINA TOURISM AND CULTURE INVESTMENT GROUP today shows that after investigation, CHINA TOURISM AND CULTURE INVESTMENT GROUP is suspected of the following illegal facts:

CHINA TOURISM AND CULTURE INVESTMENT GROUP signed a 'Profit Compensation Agreement' with the performance commitment party. The performance commitment party promised that Beijing Xinxian Zhongshi Cultural Communication Co., Ltd. (a subsidiary of CHINA TOURISM AND CULTURE INVESTMENT GROUP) would achieve Net income of no less than 31.9 million yuan, 41.5 million yuan, and 54 million yuan respectively for the years 2017-2019. Due to the failure of Xinxian Zhongshi to complete the performance commitment, CHINA TOURISM AND CULTURE INVESTMENT GROUP received 6.4243 million yuan in performance compensation in January 2020. This performance compensation should be included in the Assets and Net income for 2019, but CHINA TOURISM AND CULTURE INVESTMENT GROUP included it in the Assets and Net income for 2020, resulting in an underestimate of Assets and Net income in 2019 by 6.4243 million yuan, accounting for 3.55% of the absolute value of the disclosed total Net income in 2019; overestimation of Assets and Net income in 2020 by 6.4243 million yuan, accounting for 25.86% of the absolute value of the disclosed total Net income in 2020.

The Jiangxi Regulatory Bureau believes that the above actions of CHINA TOURISM AND CULTURE INVESTMENT GROUP are suspected of violating the provisions of Article 78, Paragraph 2 of the 'Securities Law' which states 'The information disclosed by the information disclosing obligation person must be true, accurate, complete, concise and clear, easy to understand, and must not have false records, misleading statements or significant omissions,' constituting the act described in Article 197, Paragraph 2 of the 'Securities Law' of 'The reports submitted or the disclosed information by the information disclosing obligation person contains false records, misleading statements or significant omissions.'

Based on the facts, nature, circumstances of the illegal acts, and the degree of social harm, the Jiangxi Regulatory Bureau intends to decide according to the provisions of Article 197, Paragraph 2 of the 'Securities Law':

1. A correction order is issued to CHINA TOURISM AND CULTURE INVESTMENT GROUP, along with a warning and a fine of 2 million yuan.

2. A warning is given to the company's then-chairman, Zeng Shaoxiong, along with a fine of 0.6 million yuan.

3. A warning is given to the company's then-director and general manager, Peng Cheng, along with a fine of 0.5 million yuan.

4. A warning is given to the company's financial director, Shi Lei, along with a fine of 0.5 million yuan.

The translation is provided by third-party software.


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