Source | International Investment Bank Research Report
The Shenzhen Stock Exchange's issuance and listing review dynamics once again lock in the continuous counterfeiters: Jin Tongling is approaching the delisting line!
Continuous counterfeiters, 1 yuan! Focus on supervision! Jin Tongling's delisting may have been unbelievable a month ago, because the local government took over a lot of shares. But now it may be officially confronted!
1. The review of the issuance and listing of the Shenzhen Stock Exchange is an official document issued on behalf of the Shenzhen Stock Exchange, which is instructive for market cases. The review update, Issue 4, 2024, "Issuance and Listing Supervision Cases", describes a case of "false records of revenue and profit data in annual reports for many consecutive years", that is, fraud
2. According to the description of "the accounting firm shall be disciplined for not accepting the documents related to the securities business and securities service business issued by it for six months and shall be publicly reprimanded, and the signing accountants shall be disciplined for failing to accept the documents related to the securities business and securities service business issued by the accounting firm for 36 months and 12 months and shall be publicly reprimanded", it can be made clear that this accounting firm is Dahua Law Firm, and the listed company in this case is Jin Tongling.
3. The new China Securities Regulatory Commission has clarified the delisting rules for black sheep. There is a price to be paid for counterfeiting. Although now the controlling shareholder of Jin Tongling is already Nantong state-owned assets. However, with Jinzhou Port, Special Information and other companies being targeted and punished, the so-called state-owned assets can be suspended.
4. Jin Tongling continued to fake, and the stock price opened at 1.15 today, which is not far from 1 yuan. In fact, the reason why they dare not take over now is that if they are determined to be fraudulent by the CSRC, the class action lawsuit will make shareholders pay an unacceptable price, and the Investor Service Center of the CSRC made it clear a few days ago that as an investor protection public welfare institution established by the China Securities Regulatory Commission, it actively plays a professional role, continues to focus on major typical cases in the capital market such as financial fraud, fraudulent issuance, capital occupation, market manipulation, insider trading, etc., and pursues civil liability for all kinds of illegal liability subjects through litigation practice. Effectively safeguard the legitimate rights and interests of investors. And more and more lawyers are doing it.
5. In the case of Jin Tongling, Dahua was punished for not accepting the securities business issued by Dahua for six months, but the most unlucky punishment of this kind may be the listed company, and many companies that have hired Dahua have already been able to attend the meeting. And Dahua is now playing a technical breakthrough of the golden cicada's shelling, if the regulatory department comes to the real thing, this can't be allowed to happen.
The issuance and listing regulatory case points to Jin Tongling
1. Regulatory cases of issuance and listing
Case [There is a false record in the declaration document]
There are false records in the revenue and profit data of a listed company in its annual report for many years. The sponsor and the sponsor representative failed to exercise due diligence during the issuance of shares to specific targets and the continuous supervision stage of the listed company, and there were false records in the relevant application documents.
1. The due diligence work was not diligent and conscientious, and there were false records in the listing sponsorship
After investigation, the sponsor and the sponsor representative did not find that the progress of a number of projects of the listed company was seriously inconsistent with the actual situation. The relevant project has not been started for a long time after the start of the project or has been suspended due to financial reasons. The sponsor and the sponsor representative did not conduct further verification of the material anomalies found during the project visit. The financial data of the listed company during the reporting period are used in the "Sponsorship Letter for Listing of Shares Issued to Specific Targets" issued by the sponsor and the sponsor representative, but the sponsor and the sponsor representative did not carefully verify the professional opinions issued by the annual review agency in combination with the material abnormal information obtained in the due diligence process, and did not find that the application documents and information disclosure materials of the listed company were false, and there were false records in the "Sponsorship Letter for Listing of Shares Issued to Specific Targets".
2. There are false records in the report issued in the continuous supervision stage, and the on-site inspection work is not in place
During the period of serving as the continuous supervision agency and sponsor representative of the listed company in the issuance of shares to specific targets, the sponsor and the sponsor representative issued a number of continuous supervision follow-up reports and inspection reports, and determined that the listed company "did not have problems in information disclosure" and "the disclosed announcements were consistent with the actual situation", and there were inconsistencies between the disclosure of financial data and the actual situation.
The on-site inspection methods listed in the On-site Inspection Report issued by the sponsor mainly include on-site inspections of the main production and business premises, interviews with relevant personnel, etc., but no working papers or work records for the implementation of the interview procedures and visit procedures were provided.
In this case, the listed company inflated or reduced its operating income and profits in various ways, and there were false records in its annual reports for many years.
The sponsor and the sponsor representative failed to be diligent in their due diligence work, and there were false records in the documents such as the listing sponsorship letter issued, and the continuous supervision of the on-site inspection work was not in place.
In addition to taking disciplinary actions such as public reprimand and public identification against listed companies and relevant responsible personnel, the firm also took disciplinary actions such as temporary non-acceptance of documents and public reprimand against intermediaries and personnel who failed to perform their duties diligently: the sponsor was disciplined for not accepting the issuance and listing application documents and information disclosure documents submitted by them for six months and publicly reprimanded, and the two project sponsor representatives were disciplined and publicly reprimanded for not accepting the issuance and listing application documents and information disclosure documents signed by them for two years. Circulate criticism of the two sponsor representatives who continue to supervise; The accounting firm was disciplined for failing to accept the documents related to the securities business and securities service business issued by the accounting firm for six months and publicly reprimanded, and the signing accountants were disciplined for failing to accept the documents related to the securities business and securities service business issued by the accounting firm for 36 months and 12 months, and were publicly reprimanded. In addition, three other intermediaries and practitioners were disciplined by the firm for violating the rules during the continuous supervision period or in the non-public issuance of corporate bonds.
Jin Tongling: Serial counterfeiter
On November 22, 2023, the Shenzhen Stock Exchange issued a letter of concern about Jintongling Technology Group Co., Ltd. (hereinafter referred to as "Jintongling" or the "Company"). According to the letter of concern, from 2017 to 2022, Jin Tongling and its wholly-owned subsidiaries falsely increased their operating income and total profits by falsifying the progress confirmation form of the project image and recognizing the revenue in advance without delivery, resulting in the company's annual report for the corresponding year suspected of having false records. The company's above-mentioned behavior is suspected of violating relevant regulations, and the market impact is bad. In accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Growth Enterprise Market (Revised in August 2023), the Shenzhen Stock Exchange will initiate disciplinary proceedings against the company and relevant parties.
1. Main existing problems (1) Inflating or decreasing the total operating income and profit From 2017 to 2022, Jin Tongling and its wholly-owned subsidiaries, Shanghai Funeng Energy Technology Co., Ltd. and Jiangsu Yunneng Energy Technology Co., Ltd., adjusted the completion progress (performance progress) of the EPC general contracting project by falsifying the project image progress confirmation form and invoice, etc., and inflated or inflated the total operating income and profit of 12 companies, including Daming County Grassroots New Energy Thermal Power Co., Ltd. and Cathay (Taiyuan) Biomaterials Co., Ltd. Jin Tongling and its holding subsidiary, Taizhou Fengling Special Power Station Equipment Co., Ltd., inflated their operating income and total profits by recognizing revenue in advance without delivering goods and not deducting income from sales returns, resulting in false records in the company's annual report for the corresponding year.
(3) Failure to timely and reasonably estimate estimated estimated liabilities On January 28, 2019, the People's Court of Changning City, Hunan Province (hereinafter referred to as the Changning Court) ruled in the first instance that your company and Shanghai Shennong Energy Conservation and Environmental Protection Technology Co., Ltd. (hereinafter referred to as Shanghai Shennong) were in breach of contract and that Hengyang Daewoo Zinc Industry Co., Ltd. (hereinafter referred to as Hengyang Daewoo) should be compensated 12.0415 million yuan. Your company has received the relevant judgment before the disclosure of the 2018 annual report, which is an adjustment item in the Accounting Standard for Business Enterprises No. 29 - Matters after the Balance Sheet Date (Cai Kuai [2006] No. 3, hereinafter referred to as "Accounting Standard for Business Enterprises No. 29"), which constitutes your company's current obligations in 2018.
On March 26, 2021, the Changning Court made another first-instance judgment after the Intermediate People's Court of Hengyang City, Hunan Province remanded the case for retrial, ruling that your company and Shanghai Shennong lost the lawsuit and needed to compensate Hengyang Daewoo 40.131 million yuan. Your company has received the relevant judgment before the disclosure of the 2020 annual report, which is an adjustment item in the Accounting Standard for Business Enterprises No. 29, which constitutes your company's current obligations in 2020. Your company did not fully consider the litigation results in the 2018 Annual Report and 2020 Annual Report, and did not reasonably estimate the estimated liabilities, which did not comply with the provisions of Article 4 of Accounting Standards for Business Enterprises No. 13 - Contingencies (Cai Hui [2006] No. 3) and Article 5 of Accounting Standards for Business Enterprises No. 29. It was not until April 27, 2023 that your company adjusted the undistributed profit at the beginning of 2021 in the "Announcement on the Correction of Major Accounting Errors in the Previous Period" for the above matters.
Dahua was suspended for half a year
On May 13, the official WeChat public account of Dahua issued a statement stating that on May 10, the Jiangsu Securities Regulatory Bureau issued an administrative penalty decision to Dahua: because Dahua failed to be diligent and conscientious during the audit of the annual financial statements of Jintongling Technology Group Co., Ltd. (hereinafter referred to as "Jintongling", 300091), it ordered Dahua to make corrections, confiscate business income of 6.8868 million yuan, impose a fine of 34.434 million yuan, and suspend the securities service business for 6 months. The amount of the fine imposed on Dahua is 5 times the business income, reaching "no one is fined five", and the total amount of fines and confiscations is 44.0208 million yuan.
In addition, the Jiangsu Securities Regulatory Bureau issued warnings to Fan Rong, Yan Lisheng and Hu Zhigang, who signed the CPAs at the time, and imposed fines ranging from 400,000 yuan to 1.5 million yuan.