Zhongxin Jingwei, May 14 After Huatie shares (stock abbreviation: ST Huatie) and the actual controller were fined 8 million yuan, 13 more relevant persons in charge were fined.
Huatie Co., Ltd. announced on the evening of the 14th that some directors (including the then), supervisors and senior managers (including the then) of the company received the "Administrative Penalty Decision" (hereinafter referred to as the "Decision") issued by the Guangdong Securities Regulatory Bureau on May 14, 2024 ([2024] No. 13, [2024] No. 14, [2024] No. 15, [2024] No. 16, [2024] No. 17, [2024] No. 18, [2024] No. 19, [2024] No. 20, [ 2024] No. 21, [2024] No. 22, [2024] No. 23, [2024] No. 24, [2024] No. 25).
After investigation, Huatie shares have the following illegal facts:
1. There are false records in the 2020 annual report and 2021 annual report of Huatie Co., Ltd
In 2020 and 2021, Qingdao Yatongda Railway Equipment Manufacturing Co., Ltd. (hereinafter referred to as Yatongda Manufacturing), a subsidiary of Huatie Co., Ltd., carried out false trade and inflated revenue and profits by signing solar cell module purchase contracts and sales contracts with Yili Yuanyin New Energy Technology Co., Ltd. (hereinafter referred to as Yili Yuanyin) and Zhongke Hengtong (Ningxia) New Energy Storage Co., Ltd. (hereinafter referred to as Zhongke Hengtong) respectively. In 2020 and 2021, Huatie Co., Ltd. inflated its operating income by 171,327,433.93 yuan and 119,512,192.15 yuan respectively, accounting for 7.64% and 6.01% of the operating income disclosed in the current report; The total inflated profits were 19,115,044.59 yuan and 19,512,194.35 yuan, accounting for 3.17% and 3.39% of the total profits disclosed in the current report, and there were false records in the relevant periodic reports.
In 2015, China Railway Co., Ltd. acquired 100% equity of Tong Dai Control (Hong Kong) Limited (hereinafter referred to as Hong Kong Tongda), thereby indirectly holding 100% equity of Qingdao Yatongda Railway Equipment Co., Ltd. (hereinafter referred to as Yatongda Equipment) and Yatongda Manufacturing; In 2019, Huatie Co., Ltd. acquired 51% of the shares of Shandong Jiatai Transportation Equipment Co., Ltd. (hereinafter referred to as Shandong Jiatai). The above-mentioned acquisitions formed corresponding asset groups (hereinafter referred to as Hong Kong Tongda Asset Group and Shandong Jiatai Asset Group). In 2020 and 2021, in the process of implementing goodwill impairment tests for the above-mentioned asset groups, Huatie Co., Ltd. did not make reasonable business forecasts based on the actual business conditions of the relevant companies in the Hong Kong Tongda asset group, did not consider the uncertainties in the actual implementation of the relevant businesses carried out by Shandong Jiatai, and was overly optimistic about the business scale forecast of the project landing. In 2020 and 2021, Huatie Co., Ltd. undercounted asset impairment losses of 30,649,440.08 yuan and 109,938,468.61 yuan respectively, and there were false records in relevant periodic reports.
2. Huatie Co., Ltd. failed to disclose related party transactions in accordance with regulations, and there were major omissions in the 2019 annual report, 2020 annual report, 2021 annual report, and 2022 annual report
Xuanrui Guo is the actual controller of Huatie Co., Ltd., and at the same time actually controls five companies, including Yili Yuanyin, Zhongke Hengtong, Qingdao Hengchao Machinery Co., Ltd., Zhongke Hengfeng (Beijing) Technology Co., Ltd., and Beijing Newit Technology and Trade Co., Ltd., which constitute related parties of Huatie Co., Ltd. From 2019 to 2022, Huatie Co., Ltd., Beijing Quantongda Technology Development Co., Ltd. (hereinafter referred to as Beijing Quantongda), Yatongda Equipment, Shandong Jiatai and other subsidiaries had capital transactions with relevant related parties controlled by Xuanruiguo. Among them, in 2019, related party transactions occurred 876,706,408.02 yuan, accounting for 19.01% of the net assets disclosed in the current report, of which 459,297,158.44 yuan flowed out to related parties and 417,409,249.58 yuan flowed in from related parties, and in 2020, related party transactions occurred 292,4756,011.06 yuan, accounting for 56.62% of the net assets disclosed in the current report. Among them, the outflow to related parties was 1403218978.44 yuan, and the inflow from related parties was 1521537032.65 yuan, and related party transactions occurred in 2021 of 7320873238.47 yuan, accounting for 138.14% of the net assets disclosed in the current report. Among them, the outflow to related parties was 3460226797.93 yuan, and the inflow from related parties was 3860646440.54 yuan, and in 2022, related party transactions occurred 7272536867.09 yuan, accounting for 232.53% of the net assets disclosed in the current report, of which 4070455757.09 yuan was outflowed to related parties and 3202081110 yuan was inflow from related parties.
The Guangdong Securities Regulatory Bureau stated that according to the relevant regulations, the above-mentioned related party transactions are major events that should be disclosed in a timely manner and should be disclosed in the periodic report, and Huatie Co., Ltd. did not disclose the above matters in a timely manner as required, nor did it disclose in the 2019 annual report, 2020 annual report, 2021 annual report, and did not fully disclose it in the 2022 annual report, which constituted a material omission.
The Guangdong Securities Regulatory Bureau pointed out that the above-mentioned behavior of Huatie Co., Ltd. violated the provisions of Article 63, Article 67, Paragraph 1 and Paragraph 2, Item 12 of the Securities Law in 2005, Paragraphs 1 and 2 of Article 78 and Paragraph 1 and Paragraph 2 of Article 80 of the Securities Law, and constituted illegal acts under the first paragraph of Article 193 of the Securities Law in 2005 and the first and second paragraphs of Article 197 of the Securities Law.
Zhang Xuan, as the then deputy general manager and chief financial officer of Huatie Co., Ltd., the then supervisor of Beijing Quantongda, and the then director of Shandong Jiatai, organized the signing of contracts and the transfer of funds under the condition of knowing the false business related to the manufacturing of Yatongda, concealed the falsehood of the relevant business when leading the impairment test of Hong Kong Tongda asset group, and failed to conduct a reasonable review of the impairment data of Shandong Jiatai asset group, and was specifically responsible for the contract signing and fund transfer of related party transactions involved in the case, and signed to guarantee the 2019 annual report, 2020 annual report, The 2021 annual report and the 2022 annual report are true, accurate and complete, and are the supervisors directly responsible for the above-mentioned illegal information disclosure.
Yang Yonglin, as the then director and general manager of Huatie Co., Ltd., was responsible for the overall production and operation management of the company during the period involved in the case, failed to be diligent and conscientious, failed to maintain necessary control over subsidiaries such as Yatongda Manufacturing, failed to take effective measures to prudently verify the business status of subsidiaries, failed to prudently assess asset impairment matters, and signed to ensure the truthfulness, accuracy and completeness of the 2020 annual report and 2021 annual report of Huatie Co., Ltd., and is the other person directly responsible for the illegal acts of false records and material omissions in the relevant periodic reports.
Shi Songshan, as the then chairman and director of Huatie Co., Ltd., the then chairman and director of Yatongda Equipment, and the then chairman and director of Yatongda Manufacturing, failed to be diligent and conscientious, and was responsible for the overall operation and management of the company or subsidiaries during some of the periods involved in the case, failed to take effective measures to prudently verify the business status of the subsidiaries, failed to prudently assess the asset impairment matters, and signed to ensure the authenticity, accuracy and completeness of the 2019 annual report, 2020 annual report, 2021 annual report and 2022 annual report of Huatie Co., Ltd., and failed to be diligent and conscientiousare other persons directly responsible for the above-mentioned information disclosure violations.
Jiang Jiong, as the then director and deputy general manager of Huatie Co., Ltd., the then chairman, director and general manager of Yatongda Equipment, and the then chairman, director and general manager of Yatongda Manufacturing, failed to be diligent and conscientious, failed to take effective measures to prudently verify the business status of the subsidiary, and failed to prudently assess the asset impairment matters, and was responsible for the overall operation and management of some subsidiaries during the period involved, and signed to ensure the authenticity, accuracy and completeness of the 2019 annual report and the 2020 annual report of Huatie Co., Ltd. Other persons directly responsible for material omissions in information disclosure violations.
Yuan Jiangang, as the then independent director and chairman of the audit committee of Huatie Co., Ltd., has a professional background in accounting, and should maintain a higher duty of care for the goodwill impairment of Huatie Co., Ltd., failed to be diligent and conscientious, failed to take effective measures to verify the status of the asset group involved in the case, failed to prudently assess the asset impairment matters, and signed to guarantee the authenticity, accuracy and completeness of the 2020 annual report and the 2021 annual report of Huatie Co., Ltd. Other persons directly responsible for the improper impairment of goodwill, resulting in false records and illegal information disclosure in the relevant annual periodic reports.
Chu Hongquan, as the then director and deputy general manager of Huatie Co., Ltd., the director and general manager of Yatongda Equipment, the general manager of Yatongda Manufacturing, and the director of Shandong Jiatai, failed to be diligent and conscientious, and failed to take measures to verify and sign to ensure the truthfulness, accuracy and completeness of Huatie's 2022 annual report after learning that Huatie Co., Ltd. had undisclosed related party transactions, and was the other person directly responsible for the material omission of information disclosure violations in the relevant periodic reports.
Wang Chengwei, as the then vice chairman and general manager of Huatie Co., Ltd., the then chairman of Beijing Quantongda, the then director of Yatongda Equipment, the then director of Yatongda Manufacturing, and the then chairman and director of Shandong Jiatai, failed to be diligent and conscientious, and was responsible for the overall production and operation management of the company or subsidiaries during the period involved in the case, failed to take effective measures to prudently verify the business status of the subsidiary, failed to prudently assess the asset impairment matters, and signed to guarantee the 2019 annual report, 2020 annual report, 2021 annual report of Huatie Co., Ltd., The truthfulness, accuracy and completeness of the 2022 annual report are the other persons directly responsible for the above-mentioned information disclosure violations.
Han Wenlin, as the then director, general manager and deputy general manager of Huatie Co., Ltd., the then chairman and general manager of Shandong Jiatai, and the then director of Beijing Quantongda, failed to be diligent and conscientious, failed to take effective measures to prudently verify the business status of subsidiaries, failed to prudently assess asset impairment matters, was responsible for the overall operation and management of some subsidiaries during the period involved in the case, and signed to ensure the authenticity, accuracy and completeness of the 2020 annual report, 2021 annual report and 2022 annual report of Huatie Co., Ltd. It is the other person directly responsible for the improper impairment of goodwill, resulting in false records in the relevant annual periodic report, as well as material omissions in the relevant periodic report and illegal information disclosure.
Duan Ying, as the then chairman of the board of supervisors of Huatie Co., Ltd. and the assistant to the general manager of Yatongda Manufacturing Co., Ltd., failed to be diligent and conscientious, reviewed the materials related to Yatongda's manufacturing of false business, failed to take effective measures to prudently verify the business status of subsidiaries, failed to prudently assess asset impairment matters, and signed to guarantee the authenticity, accuracy and completeness of Huatie Co., Ltd.'s 2020 annual report, 2021 annual report, and 2022 annual report, and was the other person directly responsible for the illegal acts of false records and material omissions in the relevant periodic reports.
Wang Ying, as the secretary of the board of directors and deputy general manager of Huatie Co., Ltd., the then director of Beijing Quantongda, and the director of Yatongda Manufacturing, failed to be diligent and conscientious, failed to take effective measures to prudently verify the business status of the subsidiary, failed to prudently assess the asset impairment matters, and signed to guarantee the truthfulness, accuracy and completeness of the 2019 annual report, 2020 annual report, 2021 annual report and 2022 annual report of Huatie Co., Ltd., and was the other person directly responsible for the above-mentioned information disclosure violations.
Tang Xiaoming, as the then director of Huatie Co., Ltd. and the then director and general manager of Shandong Jiatai, failed to be diligent and conscientious, failed to take effective measures to prudently verify the business status of the subsidiaries, failed to prudently assess the asset impairment matters, and was responsible for the comprehensive operation and management of some subsidiaries during the period involved in the case, and signed to guarantee the truthfulness, accuracy and completeness of the 2021 annual report and the 2022 annual report of Huatie Co., Ltd. It is the other person directly responsible for the improper impairment of goodwill, resulting in false records in the relevant annual periodic report, as well as material omissions in the relevant periodic report and illegal information disclosure.
As the then supervisor of Huatie Co., Ltd. and the then deputy general manager of Beijing Quantongda, Mingliang failed to be diligent and conscientious, failed to take effective measures to prudently verify the business status of the subsidiary, and signed to ensure the truthfulness, accuracy and completeness of the 2020 annual report, 2021 annual report and 2022 annual report of Huatie Co., Ltd., and was the other person directly responsible for the illegal disclosure of material omissions in the relevant periodic reports.
Liang Weichao, as the deputy general manager of Huatie Co., Ltd. at the time, failed to report in a timely manner and signed to ensure the authenticity, accuracy and completeness of the 2020 annual report, 2021 annual report and 2022 annual report of Huatie Co., Ltd. when he knew that Yili Yuanyin was a related party of Huatie Co., Ltd., and was the other person directly responsible for the illegal acts of material omission information disclosure in the relevant periodic reports.
The Guangdong Securities Regulatory Bureau pointed out that there were false records or major omissions in the regular reports of Huatie shares for four consecutive years, and the major omissions in individual years accounted for a large proportion. According to the company's announcement, as of December 31, 2022, the company's controlling shareholders and other related parties still have a balance of 1,337,858,900 yuan of non-operating funds occupied by funds (including the total principal and interest). The Guangdong Securities Regulatory Bureau has decided that:
1. Give Zhang Xuan a warning and impose a fine of 3 million yuan;
2. Give Wang Chengwei a warning and impose a fine of 800,000 yuan;
3. Yang Yonglin was given a warning and fined 700,000 yuan;
4. Give warnings to Shi Songshan, Jiang Jiong, Han Wenlin, Duan Ying, and Wang Ying, and impose a fine of 600,000 yuan;
5. Give warnings to Yuan Jiangang, Tang Xiaoming, Mingming, and Liang Weichao, and impose a fine of 550,000 yuan;
6. Give a warning to Chu Hongquan and impose a fine of 500,000 yuan.
Previously, Huatie Co., Ltd. and Xuan Ruiguo have been punished for the above violations.
On May 10, Huatie Co., Ltd. announced that it had received the "Decision Letter" ([2024] No. 11 and [2024] No. 12) and the "Market Prohibition Decision" ([2024] No. 1) issued by the Guangdong Securities Regulatory Bureau.
The Guangdong Securities Regulatory Bureau decided to give a warning to Huatie and impose a fine of 8 million yuan. Xuan Ruiguo was given a warning and fined 8 million yuan.
In addition, Xuan Ruiguo organized and instructed to engage in false business, failed to disclose related parties and related party transactions in accordance with regulations, seriously disrupted the order of the securities market, and violated the law seriously.
According to public information, the main business of Huatie Co., Ltd. is the manufacture and sales of core components of rail transit vehicles.
In the secondary market, due to the inability to disclose the 2023 annual report within the statutory period (April 30, 2024), according to relevant regulations, Huatie shares were suspended from the opening of the market on May 6, and closed down 4.82% at 0.79 yuan per share on the last trading day before the suspension (April 30), with a current market value of 1.3 billion yuan. (Sino-Singapore Jingwei APP)