Produced by Radar Finance and Economics Lei Zhuba Text|Jianbai Editor|Deep Sea
On May 14, ST Huatie issued an announcement on receiving the "Administrative Penalty Decision" from the Guangdong Supervision Bureau of the China Securities Regulatory Commission.
On May 14, 2024, some directors (including the then), supervisors and senior management personnel (including the then) of the company received the "Decision Letter" issued by the Guangdong Supervision Bureau of the China Securities Regulatory Commission, and the relevant content is hereby announced.
After investigation, ST Huatie has the following illegal facts: 1. There are false records in ST Huatie's 2020 annual report and 2021 annual report. (1) 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 procurement 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 million yuan and 120 million 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 million yuan and 19.5122 million 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.
(2) In 2015, Huatie Co., Ltd. acquired 100% of the equity of TongDaiControl (HongKong) Limited (hereinafter referred to as Hong Kong Tongda), thereby indirectly holding 100% of the 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 30.6494 million yuan and 110 million 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 877 million yuan, accounting for 19.01% of the net assets disclosed in the current report, of which 459 million yuan flowed out to related parties and 417 million yuan flowed in from related parties, and in 2020, related party transactions occurred 2.925 billion yuan, accounting for 56.62% of the net assets disclosed in the current report. Among them, 1.403 billion yuan was outflowed to related parties and 1.522 billion yuan was inflowed from related parties, 7.321 billion yuan of related party transactions occurred in 2021, accounting for 138.14% of the net assets disclosed in the current report, of which 3.46 billion yuan was outflowed to related parties and 3.861 billion yuan was inflowed from related parties, and 7.273 billion yuan of related party transactions occurred in 2022, accounting for 232.53% of the net assets disclosed in the current report, of which 4.07 billion yuan was outflowed to related parties and 3.202 billion yuan was inflow from related parties.
Pursuant to Paragraphs 1 and 2 of Article 67 of the Securities Law of 2005, Paragraphs 1 and 2 of Article 78, Paragraphs 1 and 2 of Article 79 and Paragraphs 1 and 3 of Article 80 of the Securities Law, Article 40 of the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 2 - Content and Format of Annual Reports (CSRC Announcement [2017] No. 17), and Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 2 - Content and Format of Annual Reports (CSRC Announcement [2021] No. 15) and with reference to Article 10.2.4 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (revised in 2018 and revised in 2020) and the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange According to the provisions of Item 2 of Article 6.3.6 (Revised in 2022), the above-mentioned related party transactions are material events that should be disclosed in a timely manner and should be disclosed in the periodic report, and Huatie Co., Ltd. failed to disclose the above matters in a timely manner as required, nor did it disclose in the 2019 annual report, 2020 annual report, and 2021 annual report, and did not fully disclose it in the 2022 annual report, which constituted a material omission.
The above facts are supported by evidence such as the relevant company's announcements, the flow of funds in the relevant bank accounts, accounting vouchers and original vouchers, explanations of the situation, and records of interrogations, which are sufficient to determine.
There are false records or major omissions in ST Huatie's regular reports for four consecutive years, and the proportion of major omissions in individual years is large. 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). Based on the facts, nature, circumstances and degree of social harm of the parties' illegal acts, and in combination with the special circumstances under which the illegal acts cross the application of the old and new Securities Laws, and in accordance with the provisions of Article 197, Paragraph 2 of the Securities Law, the Guangdong Securities Regulatory Bureau decided: 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.
In this regard, lawyer Zhang Yanwei, director of Shanghai Renying Law Firm, told Radar Finance that according to the Securities Law and relevant regulations, if a listed company's violations of laws and regulations cause losses to investors, the injured investors can protect their own rights and interests. Investors who bought between January 1, 2019 and July 12, 2023, and held ST Huatie shares at the close of trading on April 29, 2023 or July 12, 2023, can register through the official account "Lei Zhu Bar" (Lei Zhu Code: 88) and participate in the claim for free. There are no fees until you receive the claim.
Tianyancha shows that ST Huatie's business scope includes R&D, production, processing, and sales: railway locomotive and rolling stock accessories, urban rail transit equipment and accessories, etc.