Produced by Radar Finance and Economics Lei Zhu Bar |Long Sail edDeep sea
On January 30, the company received the "Administrative Penalty Decision" issued by the China Securities Regulatory Commission.
Zhang Jianfang was the actual controller of Kanglongda, and was the chairman and general manager of Kanglongda at that time.
After investigation, Kanglongda and others have the following illegal facts: 1. Zhang Jianfang failed to inform the listed company of the "Memorandum of Cooperation" in a timely manner, resulting in Kanglongda failing to announce in a timely manner On May 26, 2019, Zhang Jianfang signed the "Memorandum of Cooperation" with Zhou, Huang Moufeng, etc., to agree on matters such as the cooperative acquisition of the target company to carry out private network communication business, the private placement and acquisition of assets by the listed company, the transfer of equity and the business arrangements of the listed company, and Zhang Jianfang can follow up with no less than 18500 million yuan to transfer 100% of the equity of its Shaoxing Shangyu Dongda Knitting *** hereinafter referred to as Dongda Knitting to Zhou, Huang Moufeng and others (Dongda Knitting holds 36 listed companies63% equity).
On November 18, 2019, Kanglongda signed the "Equity Transfer Agreement" to acquire 51% of the equity of Beijing Yiheng Internet Technology Development, hereinafter referred to as Beijing Yiheng), which was announced on November 19, 2019. On April 24, 2020, Kanglongda announced the "Non-public Issuance of A Shares". On October 9, 2020, Kanglongda received the approval of the China Securities Regulatory Commission. On August 31, 2021, Kanglongda's non-public offering was terminated.
The above-mentioned acquisition of Beijing Yiheng to carry out private network communication business and launch of non-public offering** are basically consistent with the provisions of the Memorandum of Cooperation. The content of the "Memorandum of Cooperation" involves major events such as the issuance and transfer of control of Kanglongda, and is in a state of actual performance before the termination of the cooperation by the partner, which is a major event that should be disclosed in a timely manner as stipulated in Item 3 and Item 8 of the second paragraph of Article 80 of the ** Law, and Kanglongda shall make a timely announcement in accordance with the provisions of the first paragraph of Article 80 of the ** Law. However, Zhang Jianfang did not inform Kanglongda of the signing of the "Memorandum of Cooperation" in time, resulting in Kanglongda's failure to announce it in time.
2. Kanglongda failed to timely disclose the major risks of the listed company involved in the "Termination of Cooperation Basic Agreement" Since August 2020, Zhang Jianfang believes that the materials of the private network communication business carried out by Beijing Yiheng from January to March 2020 are abnormal and the payment collection is abnormal, and Zhou has not timely injected assets related to business integrity and business value such as technical personnel, patented technology, and "new products for training" with high gross profit margins in accordance with the relevant provisions of the "Memorandum of Cooperation". Zhang Jianfang believes that the private network communication business carried out by Kanglongda is a platform business, which has no technical value, but occupies a large amount of capital of listed companies, and there is a greater risk for listed companies.
On December 30, 2020, Kanglongda received a payment of 14,717 from January to March 2020 for the purchase and sale of 3 equipment contracts of Aerospace Shenhe Technology (Beijing).320,000 yuan. However, in the same month, Zhejiang Yiheng Yuexun Technology Development, a wholly-owned subsidiary of Beijing Yiheng, signed a new batch of equipment purchase and sales and material procurement contracts, and paid the above main payment as prepaid materials (the amount of equipment purchase and sales contracts was 21246680,000 yuan, material procurement contract amount of 16,352580,000 yuan). In addition, the raw materials purchased by Zhejiang Yiheng in May and July 2020 were delayed in delivery. Since January 2021, Zhang Jianfang has been discussing with Zhou, Huang Moufeng and others about the specific terms of the "Termination of Cooperation Basic Agreement". On April 13, 2021, Zhang Jianfang sent three agreements, including the "Basic Agreement on Termination of Cooperation", to Chen Weili, then secretary of the board of directors and chief financial officer of Kanglongda.
On May 6, 2021, Zhang Jianfang, Zhou Moufeng, Huang Moufeng and others signed the "Basic Agreement on Termination of Cooperation", etc., agreeing to completely terminate the private network communication business with June 30, 2021 as the deadline. As of May 31, 2021, the total amount of overdue accounts receivable, overdue prepaid accounts, inventory and goodwill of Beijing Yiheng (consolidated) was 32,68310,000 yuan, accounting for 1487%, accounting for 2923%, which belongs to the major events stipulated in Item 12, Paragraph 2, Article 80 of the ** Law, and Item 10 of Article 22 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC, hereinafter referred to as the new "Information Disclosure Measures"), which is a major event stipulated in the "Expected Losses or Substantial Changes in the Operating Performance of Listed Companies", shall be announced in a timely manner in accordance with the provisions of Paragraph 1 of Article 80 of the ** Law. However, Kanglongda failed to disclose the "Termination of Cooperation Basic Agreement" and the major risks of the listed company involved in a timely manner. The relevant risks were not publicly disclosed until August 2, 2021, when Kanglongda issued the "Reminder Announcement on the Company's Major Risks".
Kanglongda's 2020 annual report contains false records, and Kanglongda's private network communication business in 2020 uses the net method to recognize operating income of 1371710,000 yuan, accounting for 107356 of the operating income of listed companies030,000 yuan of 128%。Since Kanglongda and Beijing Yiheng only provided financial facilities in the process of business development, the income should not be included in the operating income according to the "Accounting Standards for Business Enterprises No. 14 - Revenue", and Kanglongda's 2020 annual report is suspected of inflating the operating income by 1371710,000 yuan.
In 2020, Kanglongda's private network communication business adopted the total amount method to recognize the revenue, and on April 30, 2022, Kanglongda corrected the accounting error and reduced the operating income by 6003460,000 yuan, accounting for 5 of the operating income of listed companies59%。The above two items together accounted for 687%, Kanglongda's 2020 annual report contained false records, which violated the provisions of Article 78, Paragraph 2 of the ** Law. The above-mentioned illegal facts are proved by evidence such as explanations, relevant contract agreements, announcements, fund payment vouchers, and Kanglongda's 2020 annual report, which are sufficient to determine.
According to the facts, nature, circumstances and degree of social harm of the parties' illegal acts, and in accordance with the provisions of paragraphs 1 and 2 of Article 197 of the ** Law, the CSRC decided: 1. Order Kanglongda to make corrections, give a warning, and impose a fine of 3 million yuan; 2. Zhang Jianfang was given a warning and fined 1.5 million yuan as the actual controller; As the person in charge who was directly responsible for Kanglongda's failure to timely fulfill its information disclosure obligations in accordance with the law and the illegal acts of false records in the 2020 annual report, he was fined 600,000 yuan and 900,000 yuan respectively. The above-mentioned violations are combined with a fine of 3 million yuan. 3. Chen Weili was given a warning, and as other directly responsible persons for Kanglongda's failure to timely fulfill its information disclosure obligations in accordance with the law and false records in the 2020 annual report, a fine of 400,000 yuan and 600,000 yuan was imposed respectively. The above-mentioned violations are combined with a fine of 1 million yuan.
In this regard, Wu Lijun, a professional lawyer specializing in claims at Shanghai Haihui Law Firm, told Radar Finance that if a listed company's misconduct causes losses to investors, it should compensate the injured shareholders. In view of this, all injured investors who are still holding it from the first time to August 1, 2021 can make a claim. Statute of limitations: August 1, 2024. or for the first time** and still holding it on 30 October 2022** can make a claim. Statute of limitations: October 30, 2025. Damaged investors can use the public account"Let's help"(Lei Zhu Code: 01) sign up and participate in the claim for free. There are no fees until you receive the claim.
According to the data, Kanglongda was established in 2006, a member of Shaoxing Shangyu Dongda Knitting, located in Shaoxing City, Zhejiang Province, is an enterprise mainly engaged in the manufacturing of special equipment. The registered capital of the enterprise is 16383910,000 yuan, more than 99% of the counterparts in Zhejiang Province, paid-in capital of 16,383910,000 yuan, and has completed the private placement in 2020.