On October 13, Shenzhen Securities Regulatory Bureau disclosed the written decision on administrative penalty.
It has been found that the following illegal facts exist in the Great Wall of China:
First, falsely increase profits through fictional factoring
On December 14, 2017, Shenzhou Great Wall International Engineering Co., Ltd. (hereinafter referred to as International Engineering Company), a wholly-owned subsidiary of the Great Wall of China, signed a "non-recourse domestic factoring contract" with Shenzhen Qianhai Shihong Commercial factoring Co., Ltd. (hereinafter referred to as Shihong factoring). It is agreed that the International Engineering Company will claim a total of RMB 232 million in 39 accounts receivable from Hunan New Falcon Science and Education Co., Ltd. Transferred to Shihong factoring, which provides non-recourse factoring services, the total amount of factoring financing is 201.3 million yuan. After investigation, there is no substantial transfer of the corresponding creditor's rights of the accounts receivable, and the factoring financing paid by Shihong factoring is actually provided by the Great Wall of China and its related parties.
Through the above fictional factoring business, the Great Wall of China falsely increased its annual profit by 43.1942 million yuan in 2017, resulting in false records in the 2017 Annual report of the Great Wall of China.
II. Failure to disclose the provision of financial assistance in accordance with the regulations
In 2017, the International Engineering Company signed 18 "loan contracts" with Beijing Anlusen Building Materials Co., Ltd. (hereinafter referred to as Anlusen), Beijing Hongda Guangfa Construction Services Co., Ltd. (hereinafter referred to as Grand Guangfa), and Beijing Puya Architectural Decoration Engineering Co., Ltd. (hereinafter referred to as Puya Construction). Agreed to provide loans of 406 million yuan to three companies The International Engineering Company and Wuhan Jiutai Weiye Iron and Steel Co., Ltd. (hereinafter referred to as Wuhan Jiutai) signed a "current fee Agreement", agreeing to provide Wuhan Jiutai with a loan of 200 million yuan, totaling 606 million yuan. Among them, Anlusen, Hongda Guangfa and Puya Construction repaid 406 million yuan in 2017, and Wuhan Jiutai repaid 200 million yuan in 2018.
The above 606 million yuan loan accounts for 34.11% of the audited net assets of 1.778 billion yuan of the Great Wall of China at the end of 2016, and belongs to the external financial assistance that should be disclosed. The Great Wall of China failed to fulfill its information disclosure obligations in time, nor did it disclose it in the 2017 Annual report, resulting in major omissions in the 2017 Annual report.
III. Failure to disclose matters of external guarantee in accordance with the regulations
On April 18, 2018, Central Plains Trust Co., Ltd. (hereinafter referred to as Central Plains Trust) signed a "Trust loan contract" with China Great Wall (Fugou) High Speed Railway Investment Co., Ltd. (hereinafter referred to as Fugou Investment). It is agreed that Zhongyuan Trust will issue trust loans of 520 million yuan to Fugou Investment. On the same day, the Great Wall of China signed a tripartite "balance compensation agreement" with Central Plains Trust and Fugou Investment. The Great Wall of China undertakes the obligation to make up the difference of the 520 million yuan trust loan. The contract stipulates that the Great Wall of China shall undertake the obligation to make up the difference between the principal debt and interest of the principal debt under the Fugou investment trust loan, and the Great Wall of China must unconditionally undertake the obligation to make up the difference for any sum of funds payable that the Fugou investment is not repaid on time. On April 19, 2018, Zhongyuan Trust granted a loan of 520 million yuan to Fugou Investment. On October 16, 2019, the Great Wall of China disclosed in the "announcement on Information Disclosure self-examination and rectification measures" that the company should bear the corresponding guarantee liability.
The above guarantee accounts for 24.17% of the audited net assets of the Great Wall of China at the end of 2017 of 2.151 billion yuan, and is a matter of external guarantee that should be disclosed. The Great Wall of China failed to fulfill its information disclosure obligations in time, nor did it disclose it in the 2018 Annual report, resulting in major omissions in the 2018 Annual report.
The above facts are proved by relevant contracts, transfer records of bank accounts involved, financial vouchers, information notes, inquiry records, periodic reports, interim announcement documents, meeting documents and other evidence.
The above actions of the Great Wall of China violate Article 63, paragraph 6 of Article 66, paragraph 1 of Article 67 and paragraph 3 of paragraph 2 of Article 67 of the Securities Law of 2005, and "the content and format Standards for the Disclosure of Corporate Information of publicly issued Securities No. 2-the content and format of the Annual report (revised in 2017)" (Securities Regulatory Commission notice (2017) 17) Article 41 It constitutes an illegal act of information disclosure mentioned in paragraph 1 of Article 193 of the Securities Law of 2005. On April 13, October 16 and October 28, 2019, the Great Wall of China successively disclosed the "announcement on Supplementary consideration of external Financial Assistance", "announcement on Information Disclosure self-examination and rectification measures", etc., acknowledging that the above-mentioned accounts receivable factoring business is not a real factoring business, and disclosed the above-mentioned external financial assistance and external guarantee.
Chen Lue was the chairman and legal representative of Great Wall of China at that time, organized and planned fictitious factoring, external financial assistance and external guarantee matters, and signed the 2017 Annual report and 2018 Annual report. He is directly responsible for the violation of information disclosure of Great Wall of China. At the same time, as the actual controller of the Great Wall of China, it instructs and instructs to engage in illegal acts of information disclosure and conceal the information that should be disclosed, at the same time, it constitutes the actual controller mentioned in Article 193, paragraph 3, of the Securities Law of 2005, instructing the actual controller to engage in the illegal act of information disclosure.
Tang Xianyong, then deputy general manager and chief financial officer of the Great Wall of China, participated in fictional factoring, was aware of external financial assistance and guarantees, and signed the 2017 Annual report. He is directly responsible for the illegal disclosure of information in the relevant interim reports and periodic reports of the Great Wall of China.
Li Erlong was then vice chairman and deputy general manager of the Great Wall of China, general manager and legal representative of the International Engineering Company, and since November 2018, he has been the general manager of the company, participated in fictional factoring, knew about foreign financial support, and signed the 2017 Annual report and 2018 Annual report. He is directly responsible for the illegal disclosure of information in the interim and periodic reports of the Great Wall.
Ren A-ping was the financial manager of the Great Wall of China at that time and was involved in fictional factoring, which led to false records in the 2017 Annual report of the Great Wall of China, and was directly responsible for the illegal disclosure of information in the relevant periodic reports of the Great Wall of China.
Tian Wei served as general manager of the Great Wall of China from July 2017 to November 2018. According to law, he shall bear the primary responsibility for the authenticity and completeness of the interim report and financial report, and sign and confirm the "2017 Annual report." he is directly responsible for the illegal disclosure of information in the relevant interim and periodic reports of the Great Wall of China.
Yang Chunling was then Secretary of the Board of Directors of the Great Wall of China and has been the Chief Financial Officer of the company since November 2018, and shall bear the primary responsibility for the authenticity and completeness of the interim report and financial report in accordance with the law. she signed and confirmed the 2017 Annual report and 2018 Annual report, and was directly responsible for the illegal disclosure of information in the interim and periodic reports of the Great Wall.
Peng Lizhi, then deputy general manager of the Great Wall of China, was in charge of Fugou investment. when signing the interest examination and approval form related to Fugou investment, he should have paid attention to understanding the debt and guarantee, but failed to do his duty diligently; his signature confirmed that the "2017 Annual report" and "2018 Annual report" were directly responsible for the illegal disclosure of information in the relevant interim and periodic reports of the Great Wall of China.
The then directors, supervisors and senior managers Wang Xiaojun, Fang Xianzhong, Zhang Jian, Liang Rong, Cui Hongli, Liang Yong, Huang Shengde, Qin Yuanxin, Pang Aisheng and Wu Xiaoming signed and examined and confirmed the periodic reports during the corresponding term, shall ensure that the information disclosure is true, accurate and complete, but fails to diligently and conscientiously, and is other persons directly responsible for illegal disclosure of information related to the Great Wall of China.
Tian Wei argued that during his tenure as general manager from July 2017 to November 2018, he was only responsible for reducing costs and increasing efficiency, did not know about the illegal acts involved, and requested that his treatment be different from other responsible persons who actually participated in the illegal acts.
Our bureau believes that as the then general manager, Tian Wei should bear the main responsibility for the authenticity and integrity of the company's information disclosure in accordance with the law. Our bureau has fully considered the actual situation of Tian Wei's duties, duties and duration of service, and distinguished from those who organize, participate in and commit illegal acts, and do not accept his defense opinions.
In accordance with the facts, nature, circumstances and the degree of social harm of the illegal acts committed by the parties concerned, and in accordance with the provisions of paragraphs 1 and 3 of Article 193 of the Securities Law of 2005, the Shenzhen Securities Regulatory Bureau decided:
First, the Great Wall of China shall be ordered to correct, given a warning and fined 600000 yuan.
Second, give Chen a warning and impose a fine of 900000 yuan, of which the person directly in charge is fined 300000 yuan and the actual controller is fined 600000 yuan.
Give a warning to Li Erlong and Tang Xianyong and impose a fine of 300000 yuan respectively; give a warning to Ren Aping and impose a fine of 200000 yuan.
Tian Wei, Yang Chunling and Peng Lizhi were warned and fined 100000 yuan respectively.
Wang Shaojun, Fang Xianzhong, Zhang Jian, Liang Rong, Cui Hongli, Liang Yong, Huang Shengde, Qin Yuanxin, Pang Aisheng, and Wu Xiaoming were warned and fined 30,000 yuan respectively. (Wen / Sina Finance Hao Xian)