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Bet on the top of the agreementWsoppokertexasholdemgameSubstantially inflated profits
More than a year after the case was placed on file for investigation, special messages (rights protection) were sent (000070Wsoppokertexasholdemgame.SZ) the truth of financial fraud has emerged.
Special message announced on May 12 that the company received the "advance notice of Administrative punishment and Market ban" issued by Shenzhen Securities Regulatory Bureau (hereinafter referred to as "advance notice"), in order to fulfill the performance promise, falsely increase income, falsely increase or falsely reduce operating costs and profits, resulting in false records in the 2015-2019 annual report of special information disclosure. The company and a number of related responsible persons will be punished, with a total fine of more than 23 million yuan.
Affected by this, today's special message is suspended for one day, and trading will resume tomorrow when the market opens. The company's stock will be subject to other risk warnings as required, which will be changed from "special message" to "ST special letter" for short.
It is worth noting that on April 30, the Shanghai and Shenzhen Stock Exchange just revised and formally issued the relevant delisting rules.WsoppokertexasholdemgameThere are other risk warning system (ST) indicators applicable to financial fraud, and this special message financial fraud is "wearing a hat" because of touching the above new rules.
Counterfeiting for five consecutive years
The notice in advance reveals the details of the financial fraud of the special message over the past five years. According to the disclosure, the total profit of special information increased by 1039 respectively from 2015 to 2018.Wsoppokertexasholdemgame330,000 yuan, 91.7346 million yuan, 56.2461 million yuan and 11.6292 million yuan. The total profit in 2019 was falsely reduced by 21.0806 million yuan, accounting for 8.17%, 34.74%, 16.58%, 3.29% and 5.33%, respectively. This also means that its total inflated profit over the past five years (after deducting the false decrease) is as high as 148.9 million yuan.
Specifically, Shenzhen Special East Intelligence Technology Co., Ltd. (hereinafter referred to as "Special East Intelligence"), a subsidiary of special information, mainly carries out financial fraud by means of inter-temporal adjustment of operating costs, fictional business, and so on.
On the one hand, from 2015 to 2019, Special Dongzhi falsely reduced or increased operating costs by undercounting or delaying the purchase of customer materials and adjusting operating costs across periods. From 2015 to 2018, the operating costs were falsely reduced by 10.3933 million yuan, 91.7346 million yuan, 56.2461 million yuan and 11.6292 million yuan respectively, and the operating cost increased by 64.9477 million yuan in 2019.
On the other hand, fictional business is also one of the means of financial fraud. In 2019, Dongzhi made up its sales business with Shenzhen Youhua Communication Technology Co., Ltd., China Mobile Group Terminal Co., Ltd., by forging purchase orders and related logistics documents, resulting in a false increase of 328 million yuan in operating income, 284 million yuan in operating cost and 43.8671 million yuan in total profit.
Special hair Dongzhi "desperate risk" to choose financial fraud, the root can be traced back to a performance commitment at the time of the acquisition in 2015. On April 8, 2015, Special Information signed the "Agreement on issuing shares and paying cash to purchase assets" with four shareholders of Shenzhen Dongzhi Technology Co., Ltd. (renamed "Special Dongzhi"), including Chen Chuanrong. Pay cash and issue shares to purchase 100% stake in Special Dongzhi. On November 4, 2015, special Dongzhi completed the equity change and became a wholly-owned subsidiary of special information. Since November 30, 2015, the special message will include the special Dongzhi in the scope of the consolidated statement.
There is a gambling agreement behind the acquisition. Special message and special Dongzhi three natural person shareholders signed a "profit compensation agreement", three natural person shareholders promised that the total cumulative net profit of special Dongzhi from 2015 to 2017 is not less than 143 million yuan. Chen Chuanrong separately promised that the net profit of Special Dongzhi in 2018, 2019 and 2020 would not be less than 58.6 million yuan.
The reporter inquired about the "profit compensation Agreement" and found that the two parties agreed that if the accumulated actual net profit of Dongzhi in the three years from 2015 to 2017 is lower than the cumulative promised net profit, then Party B (former natural person shareholder) shall compensate Party A (special information). The amount of performance compensation = (cumulative commitment net profit during the performance commitment period-accumulated actual net profit during the performance commitment period) / cumulative commitment net profit during the performance commitment period x the underlying asset transaction price. The upper limit of compensation shall not exceed the transaction price of the underlying asset.
According to financial people in the industry, if it is calculated that the price of the underlying asset is 190 million yuan (not taking into account the impairment), the actual profit gap from 2015 to 2017 is relatively large, and the compensation amount of the above-mentioned natural person shareholders may directly reach the compensation ceiling of 190 million yuan in three years.
However, due to the lack of specific financial information from Dongzhi, the accuracy of the estimate still needs to be considered. The reporter also consulted the special information investor relations office on the above information, and as of the press time, the phone has not been connected yet.
A huge ticket fell.
Under financial fraud, special messages are facing huge fines. According to the disclosure, the Shenzhen Securities Regulatory Bureau intends to decide to give a warning to the special message and impose a fine of 8 million yuan.
Some executives were also given hefty fines. Jiang Qinjian, then chairman and general manager of the special message, was given a warning and fined 4 million yuan; Chen Chuanrong, then director and general manager of Dongzhi, and Yi Zongxiang, then director and deputy general manager of Dongzhi, were given a warning and fined 3.5 million yuan and 2 million yuan respectively. It is worth noting that the above three people all hold important positions in Tefa Dongzhi, and Jiang Qinjian served as chairman of the special message from September 14, 2017 to July 16, 2021. Chen Chuanrong was then director and general manager of Dongzhi, a performance commitment compensation obligor, responsible for the overall operation and management of Dongzhi, and organized and planned financial fraud; Yi Zongxiang was then director and deputy general manager of Dongzhi, and organized and planned financial fraud.
Due to the serious circumstances of the illegal acts, the Shenzhen Securities Regulatory Bureau also plans to decide that Jiang Qinjian will be banned from the securities market for 10 years, Chen Chuanrong for 8 years, and Yi Zongxiang for 6 years.
In addition, five senior executives and people involved were fined more than one million yuan. After adding up all the above fines, it is proposed that the total fine will be about $23.5 million.
Tefa Information may also face recovery from shareholders due to financial fraud in the future. Xu Feng, a lawyer from Shanghai Jiucheng Law Firm, told reporters that investors who bought Tefa Information shares between April 26, 2016 and April 30, 2022, and sold or continued to hold shares after April 30, 2022, as well as investors who bought Tefa Information shares between April 26, 2016 and May 13, 2023, and sold or continued to hold shares after May 13, 2023, may have room for compensation. Specific losses must be calculated on a case-by-case basis based on the Supreme Court's judicial interpretation of false statements on infringement.
Tefa Information has been in a state of loss or low profit in recent years. According to the financial report, from 2020 to 2023, Tefa Information's net profit was 11.45 million yuan,-618.5 million yuan, 13.27 million yuan, and-272.5 million yuan respectively. However, in the first quarter of this year, the special message seems to have improved. The net profit attributable to the parent company was 14.1791 million yuan, a year-on-year increase of 236.88%.