Recently, due to tax evasion by holding subsidiaries, listed companies have inflated profits for four consecutive years, and Aipu shares (603020. SH) and the chairman and chief financial officer received warning letters issued by the Shanghai Securities Regulatory Bureau.
It is worth noting that after Aipu shares gained control, the subsidiary failed to complete the performance commitment within the specified time limit, and should also compensate Aipu shares for performance. Now, with the punishment of the subsidiary and the sentencing of the original controller of the subsidiary, Aipu has filed a lawsuit against the original actual controller of the subsidiary, requiring it to repurchase shares.
A total of 51.8 million yuan of inflated profits in four years
Aipu announced yesterday that Wei Zhonghao, chairman and general manager of the company, Feng Linxia, deputy general manager and financial director, and Wang Weihua, deputy general manager and secretary of the board of directors, received the decision on administrative supervision measures of the Shanghai Securities Regulatory Bureau.
On April 27, 2023, the company disclosed the announcement of correction of accounting errors and retrospective adjustment, adjusting the amount of tax evasion to the profit and loss of previous years according to the evasion situation of each year, and adjusting the goodwill impairment loss of previous years due to the impact of tax evasion on future cash flow.
It is reported that Shanghai Mengze Trading Co., Ltd. (hereinafter referred to as "Mengze Trading"), a subsidiary of Aipu Holdings, has evaded taxes. The Company's failure to effectively manage and control its holding subsidiaries to ensure that they operate in accordance with laws and regulations resulted in inaccurate financial data disclosed in the annual reports from 2018 to 2021, affecting investors' right to know.
Among them, the company's net profit attributable to shareholders of the parent company from 2018 to 2020 was overstated by 617,100 yuan, 36.2455 million yuan and 998,500 yuan respectively, accounting for 0.56%, 23.88% and 0.59% of the original disclosed amount, and the net profit attributable to shareholders of the parent company in 2021 was understated by 13.9411 million yuan, accounting for 7.39% of the original disclosed amount. A total of 51.8022 million yuan of inflated profits in four years.
The above-mentioned behavior of Aipu shares violated the provisions of Article 2, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 40 of the CSRC) and Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC).
In addition, regarding the circumstances related to the judgment of tax evasion by Mengze Commerce, Aipu Co., Ltd. stated in the "Announcement on the Receipt of Indictment and Summons by Holding Subsidiaries" disclosed on February 23, 2023 that "after the judgment takes effect, there is a possibility that the company needs to adjust the profit and loss of previous years... It may also have an uncertain impact on the company's net profit in 2022 or in the future", in the "Announcement on the Receipt of the Court Judgment by the Holding Subsidiaries" disclosed on March 25, it was stated that "the company cannot predict the impact of this judgment on the company's previous years, current period and future profits", but only stated in the "Announcement on the Effectiveness of the First Instance Judgment of the Holding Subsidiaries" disclosed on April 11, "" The first-instance judgment takes effect, and the company will carry out accounting treatment in accordance with the relevant accounting standards, which will not have a significant impact on the company's profit in the current period, nor will it have a significant impact on the company's production and operation", the impact on the profit of previous years was not indicated, and the relevant information disclosure was inaccurate.
The above-mentioned behavior of Aipu shares violated the provisions of Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC).
In the past, he bet on capital increase, but now he is in court
Mengze Trading is a trading enterprise whose main business is the domestic sales of concentrated fruit pulp/juice, dried fruits and frozen fruits imported from North America, and is a holding subsidiary of Aipu Co., Ltd., which holds 51% of the shares.
In July 2018, Aipu Co., Ltd. signed the "Investment Agreement" and its annexes with Xu Guangyi, Dai Xiaowen and Mengze Trading, and the company invested in Mengze Commerce and Trade with its own funds through capital increase and transfer of Xu Guangyi and Dai Xiaowen's equity, totaling 51 million yuan and obtaining 51% of the equity of Mengze Trading. At the same time, the parties agreed to jointly carry out food trade business through Mengze Commerce.
According to the data disclosed by Aipu in March 2021, Mengze Trading failed to complete its performance commitments during the commitment period (2018-2020). Xu Guangyi and Dai Xiaowen, the original shareholders of Mengze Trading, promised to compensate Mengze Trading for the difference between the audited non-net profit and 50 million yuan (5.72 million yuan) accumulated in accordance with the Investment Agreement B. The compensation method is that Xu Guangyi and Dai Xiaowen donated monetary funds equivalent to the aforementioned difference to Mengze Commerce.
Before Aipu shares further disclosed the completion of performance compensation, paradoxical things followed.
On February 24, 2022, a fire broke out in the warehouse where the products of Aipu were stored in Kerry Zhizhen Logistics (Shanghai) Co., Ltd., involving items worth about 30 million to 33 million yuan from two subsidiaries, including Mengze Trading. As of December 8, 2022, Mengze Trading's loss accounting and claims and other related matters are still in the process of communication and verification with relevant units, and no conclusion has yet been formed.
On December 27, 2022, after the investigation by the Anti-Smuggling Bureau of Shanghai Customs was concluded, Xu Guangyi and Dai Xiaowen of Mengze Company were transferred for prosecution on suspicion of smuggling ordinary goods. After reviewing the case in accordance with the law, the Third Branch of the Shanghai Municipal People's Procuratorate held that the defendants Mengze Company, Xu Guangyi, and Dai Xiaowen violated customs laws and regulations, evaded customs supervision, and smuggled imported goods involved in the case by understating prices and falsely reporting the place of origin between July 2017 and July 2021, evading more than 1,100 yuan of tax payable.
In March 2023, the Shanghai No. 3 Intermediate People's Court issued a first-instance judgment on the case of Shanghai Mengze Trading Co., Ltd., a holding subsidiary of the Company with a 51% shareholding, on suspicion of smuggling general goods, and defendants Xu Guangyi and Dai Xiaowen on suspicion of smuggling ordinary goods, and sentenced defendants Xu Guangyi and Dai Xiaowen to 10 and three years in prison, respectively. According to the verdict, the first-instance judgment has already entered into force.
According to the Investment Agreement previously signed by the two parties, "if the plaintiff holds the shares, Mengze Company is revoked by the administrative department...... or other circumstances that make it impossible to achieve the purpose of this investment, the plaintiff has the right to request Mengze Company or the two defendants to repurchase all the equity of Mengze Company held by the plaintiff. ”
On March 13, 2024, Aipu announced that the company required the defendants Xu Guangyi and Dai Xiaowen to pay the equity repurchase price of RMB 54.621 million and the loss of interest on overdue payment. At present, the court has accepted the case, and the trial has not yet begun. How it will progress afterwards, Titanium Media App will continue to pay attention. (This article was first published on the Titanium Media App, by |.) Ma Qiong)