Reporter |
Guangyuyuan (600771. SH) more than 60,000 shareholders may have broken out in a cold sweat, and the company almost became the "pioneer" of the new delisting rules.
On December 28, 2023, Guangyuyuan received the "Notice of Case Filing" issued by the China Securities Regulatory Commission, and the China Securities Regulatory Commission decided to file a case against the company due to suspected violations of information disclosure laws and regulations. A few months later, on March 25, 2024, the company received the "Prior Notice of Administrative Punishment and Market Ban" issued by the Shanxi Supervision Bureau of the China Securities Regulatory Commission, and on April 10, 2024, the company and relevant parties officially received the "Administrative Penalty Decision" and "Market Ban Decision" from the Regulatory Bureau.
According to the disclosure, the disclosure of the "buyout sales" model in the annual report of Guangyuyuan from 2016 to 2021 was untrue, and in the case that the subsidiary Shanxi Guangyuyuan Chinese Medicine Co., Ltd. (hereinafter referred to as Shanxi Guangyuyuan) and some downstream commercial companies had an agreement that "the product is unsalable and close to the expiration date, it can be returned unconditionally" Accounting policy, recognize sales revenue in advance, and at the same time, the treatment of sales expenses is incorrect, and some sales expenses have inaccurate attribution periods or accounting treatment does not comply with the provisions of the accounting standards for business enterprises. The above situation has led to false records in the annual report from 2016 to 2022 and the semi-annual report of 2023. The details are as follows:
- In 2016, the inflated operating income was 70.7481 million yuan, accounting for 7.55% of the disclosed operating income in the current period, the inflated sales expenses were 18.5812 million yuan, accounting for 4.31% of the disclosed sales expenses in the current period, and the inflated profit was 43.8283 million yuan, accounting for 23.39% of the total disclosed profit in the current period.
- In 2017, the inflated operating income was 132 million yuan, accounting for 11.26% of the disclosed operating income in the current period, and the inflated sales expenses were 89.8461 million yuan, accounting for 17.42% of the disclosed sales expenses in the current period: taking into account the impact of relevant impairments, the inflated profit was 201 million yuan, accounting for 66.18% of the total disclosed profit in the current period.
- In 2018, the inflated operating income was 324 million yuan, accounting for 20.04% of the disclosed operating income in the current period, the inflated sales expenses were 64.2651 million yuan, accounting for 10.22% of the disclosed sales expenses in the current period, and the inflated profit was 334 million yuan, accounting for 73.95% of the total disclosed profit in the current period.
- In 2019, the inflated operating income was 14.195 million yuan, accounting for 1.17% of the disclosed operating income in the current period, the inflated sales expenses were 66.8968 million yuan, accounting for 12.36% of the disclosed sales expenses in the current period, and the inflated profit was 73.3803 million yuan, accounting for 46.45% of the total disclosed profit in the current period.
- In 2020, the inflated operating income was 21.5924 million yuan, accounting for 1.95% of the disclosed operating income in the current period, the inflated sales expenses were 24.2086 million yuan, accounting for 4.19% of the disclosed sales expenses in the current period, and the inflated profit was 21.0623 million yuan, accounting for 120.29% of the total disclosed profit in the current period.
- In 2021, the inflated operating income was RMB239 million, accounting for 27.96% of the disclosed operating income for the period, the inflated sales expenses were RMB104 million, accounting for 13.35% of the disclosed sales expenses for the current period, and the inflated profit was RMB270 million, accounting for 76.66% of the absolute value of the total disclosed profit for the current period.
- In 2022, the inflated operating income was 136 million yuan, accounting for 13.68% of the disclosed operating income in the current period, the inflated sales expenses were 60.8339 million yuan, accounting for 7.13% of the disclosed sales expenses in the current period, and the inflated profit was 155 million yuan, accounting for 36.87% of the absolute value of the total disclosed profit in the current period.
- In the first half of 2023, the inflated operating income was 29.7093 million yuan, accounting for 4.48% of the disclosed operating income in the current period, the inflated sales expenses were 14.3754 million yuan, accounting for 3.93% of the disclosed sales expenses in the current period, and the inflated profit was 44.0847 million yuan, accounting for 269.86% of the total disclosed profit in the current period.
The above-mentioned illegal facts are supported by evidence such as relevant announcements, meeting resolutions, financial materials, business contracts, explanations of the situation, industrial and commercial materials, and records of interrogations, which are sufficient to determine. According to the relevant regulations, Guangyuyuan constitutes an act of false information disclosure.
Ultimately, the SFC decided:
Guangyuyuan shares were given a warning and fined 8 million yuan.
Zhang Bin was given a warning and fined 5 million yuan.
Fu Shuhong was given a warning and fined 2.5 million yuan.
Zhang Zhengzhi was given a warning and fined 2.5 million yuan.
Wang Junbo was given a warning and fined 1 million yuan. Yang Hongfei was given a warning and fined 800,000 yuan.
Li Zhong was given a warning and fined 800,000 yuan.
Zhao voter was given a warning and fined 500,000 yuan.
In addition, due to the seriousness of the violation of the law by the relevant person Zhang Bin, the Regulatory Bureau decided to impose a 10-year ban on Zhang Bin from entering the securities market, during which he shall not continue to serve as a director, supervisor or senior manager of the original securities issuer, nor shall he engage in securities business, securities service business or serve as a director, supervisor or senior manager of another securities issuer in any other institution.
It is reported that Zhang Bin was the then chairman, general manager and director, Fu Shuhong was the then director, chief financial officer and deputy general manager, Zhang Zhengzhi was the then supervisor, Wang Junbo was the then chief financial officer, Yang Hongfei was the then director, general manager and deputy general manager, Li Zhong was the then deputy general manager, and Zhao Xuanxuan was the independent director and convener of the audit committee of the board of directors.
According to the data, Guangyuyuan has been listed since 1996, mainly engaged in the production and sales of traditional Chinese medicine products and health wine, with 66,300 shareholders as of the end of September 2023. On April 10, the company disclosed that director Zhang Bin and director and president Miao Hui both resigned for "personal reasons" and no longer held any positions in the company after resignation.
It is worth noting that almost half a month after Guangyuyuan received the "Prior Notice of Administrative Punishment and Market Prohibition" on March 25, 2024, the new "National Nine Articles" were promulgated, and in order to implement the spirit, the China Securities Regulatory Commission immediately issued the "Opinions on the Strict Implementation of the Delisting System", and according to the latest delisting standards, "the amount of false records in the main financial indicators such as operating income, total profit, and net profit disclosed by the company in any year reaches more than 200 million yuan and exceeds 30% of the amount of the corresponding account disclosed in that year , or if the total amount falsely recorded in the main financial indicators reaches more than 300 million yuan for two consecutive years and exceeds 20% of the total amount of the corresponding accounts disclosed in the two years, or if the main financial indicators are falsely recorded for three consecutive years, they will be forcibly delisted. At the same time, "the forced delisting of 'fraud for 3 consecutive years or more' is applicable to false records in 2020 and subsequent years."
According to the situation of Guangyuyuan, the company's main financial indicators have been falsely recorded for three consecutive years and have met the quantitative threshold. However, according to the transitional arrangement, "the newly revised compulsory delisting for material violations shall be implemented from the date of issuance of the new regulations, and the new and old will be divided according to the time of issuance of the prior notice of administrative punishment". Since the prior notice was issued before the issuance of the new policy, it seems that Guangyu is far from being included in the scope of application of the new regulations.
Guangyuyuan said that according to the facts stated in the "Decision", the company judged that the illegal acts involving information disclosure did not touch the "Shanghai Stock Exchange Stock Listing Rules" (revised in August 2023) The mandatory delisting of major illegal categories has not been touched. The company's production, operation management and business activities are normal, and once again I would like to extend my sincere apologies to the majority of investors for this matter. The company will conscientiously learn lessons, further improve the internal control system, continue to improve the internal control management system, strengthen the company's risk prevention capabilities, standardize financial accounting in strict accordance with the accounting standards for business enterprises, improve the quality of financial information disclosure, and effectively safeguard the interests of the company and its shareholders.