Zhongxin Jingwei, February 20 -- On the 20th, the Shanghai Stock Exchange issued an announcement saying that Haiyue Energy Group Co., Ltd. (hereinafter referred to as "ST Haiyue"), the controlling shareholder Tongchuan Huineng Xin Energy (hereinafter referred to as "Tongchuan Huinengxin") and relevant responsible persons will be disciplined.
*: Shanghai Stock Exchange**.
The Shanghai Stock Exchange pointed out that according to the facts and relevant announcements ascertained in the Decision on Issuing Warning Letters to Wang Bin and Zeng Jia of Haiyue Energy Group Co., Ltd. (2023 No. 36) and the Decision on Issuing Warning Letters to Wang Bin, Zeng Jia and Cheng Zhiwei of Haiyue Energy Group Co., Ltd. (2023 No. 125) (hereinafter referred to as the "Warning Letters") issued by the Zhejiang Supervision Bureau of the China Securities Regulatory Commission, ST Haiyue and its controlling shareholder Tongchuan Huineng Xin have the following violations in the performance of their duties in terms of information disclosure and standardized operation.
Occupation of non-operating funds by controlling shareholders and their affiliates.
The Shanghai Stock Exchange said that the "Warning Letter" shows that in 2021 and 2022, ST Haiyue transferred funds to the controlling shareholder Tongchuan Huinengxin and its affiliates through ** business, constituting the occupation of non-operating funds by the controlling shareholder and its affiliates. The Company failed to disclose the non-operating capital transactions with the controlling shareholder and its affiliates as required. At present, the above-mentioned funds have been returned.
According to the announcements disclosed by the company on July 22 and October 28, 2023, the cumulative amount of occupation in 2021 is 22.5 billion yuan, accounting for 7. % of the company's audited net assets in 202012%。Among them, in May and October 2021, 6847 of the company's funds were occupied through Shenyin (Shanghai) **Chain Technology***60,000 yuan, 30 million yuan; In May 2021, through the development of Zhonglin Heze Energy Technology, the company's capital was 8239900,000 yuan; In July 2021, through Yuanhong (Tianjin) International Logistics, the company's capital was 3351310,000 yuan; In September 2021, 11 million yuan of the company's capital was occupied through Zhoushan Qirui Energy. Cumulative repayment amount in 202111115.1 billion yuan, the balance of occupied funds at the end of the period was 07.4 billion yuan, as of the end of May 2022, the 2021 annual capital occupation has been recovered.
At the same time, the cumulative amount of occupancy in 2022 is 68.8 billion yuan, accounting for 21. % of the company's audited net assets in 202139%。Among them, in January 2022, 80.62 million yuan of the company's funds were occupied through Nantong Zhexing Petrochemical Industry; In December 2022, 85.86 million yuan of the company's funds were occupied through Nantong Changye Petrochemical Industry; In October and November 2022, the company's funds were occupied through Shanghai Rongkai Petrochemical ***$8.9 billion; In January 2022, 85.85 million yuan of the company's capital was occupied through Shanghai Changheng Petrochemical Industry; In January 2022, more than 100 million yuan of the company's capital was occupied through Tianjin Jubaichuan Chemical; In May 2022, the company's funds were occupied by the management of shares through Hengbairui **chain***0.5 billion yuan; In May 2022, through Shenyin (Shanghai) **Chain Technology***, the company's funds were occupied by 31 million yuan and 10 million yuan respectively. Cumulative repayment amount for 202233.3 billion yuan, the balance of occupied funds at the end of the period was 35.5 billion yuan, as of the disclosure date of the company's 2022 annual report, the above-mentioned funds have been recovered.
The SSE pointed out that due to the above-mentioned capital occupation of the controlling shareholder and its related parties, the annual audit accounting firm issued a negative opinion on the company's 2022 internal control audit report, and the company was subject to other risk warnings from May 5, 2023.
Inaccurate disclosure of financial data in regular reports.
According to the warning letter, ST Haiyue did not adopt the net method to recognize revenue for part of the company's ** business in 2022 in accordance with the relevant regulations, resulting in the company's 2022 first-quarter, semi-annual and third quarterly reports having misstatement of operating income. On April 29, 2023, the company disclosed the "Announcement on the Correction of Accounting Errors in the Previous Period", stating that the company conducted an in-depth analysis and judgment on whether the company's identity in the relevant distribution business was the main responsible person or the first person in the relevant distribution business according to the comparative income standards and relevant regulatory guidelines, combined with the actual situation of the company's commodity distribution business, and accordingly corrected the relevant data involved in the first quarter of 2022, the half year of 2022, and the third quarter of 2022. Among them, in the first quarter report, semi-annual report, and third quarter report of 2022, operating income and operating costs were reduced by 104 billion yuan, 302.1 billion yuan, 400.9 billion yuan, the proportion of the adjusted amount of operating income to the corrected amount was respectively. 39%, and the ratio of operating cost adjustment to corrected amount was respectively. 90%。
At the same time, in 2021 and 2022, ST Haiyue falsely constituted the first business by occupying funds, inflating operating costs, operating income and total profits, resulting in inaccurate disclosure of financial data in regular reports in 2021 and 2022. On October 28, 2023, the company issued the "Announcement on the Correction of Accounting Errors in the Previous Period", combined with the occupation of non-operating funds, to conduct in-depth analysis and judgment of the company's related ** business involving capital occupation, and accordingly correct the relevant data involved in multiple periodic reports. Among them, in the third quarter report of 2021, the annual report of 2021, the semi-annual report of 2022, the third quarter report of 2022, and the annual report of 2022, the operating income was reduced by 3876680,000 yuan, 14.8 billion yuan, 458020,000 yuan, 458020,000 yuan, 464440,000 yuan, the proportion of the adjusted amount to the amount before correction is respectively. 07%, and the proportion of the adjusted amount to the corrected amount is respectively. 07%。In addition, a number of other items such as operating costs and financial expenses were adjusted.
Failure to respond to regulatory inquiries on major matters in a timely manner in accordance with regulations.
On May 19, 2023, the Shanghai Stock Exchange issued the "Regulatory Inquiry Letter on Information Disclosure in the 2022 Annual Report" to ST Haiyue, requiring the company to disclose the response to the inquiry letter within 10 trading days from the date of receipt of the inquiry letter, and at the same time revise and disclose the periodic report accordingly as required. However, the company postponed the reply to the inquiry letter seven times, and did not disclose the reply to the inquiry letter until July 2, 2023 at the latest.
In summary, ST Haiyue had a number of non-operating capital occupations, inaccurate disclosure of financial data in multiple periodic reports, and failed to respond to regulatory inquiry letters on periodic reports in a timely manner, which seriously affected investors' right to know. The above behavior of the company seriously violates the relevant regulations. The controlling shareholder of the company, Tongchuan Huinengxin, violated the principle of good faith and occupied the funds of listed companies in violation of regulations for a long time, seriously infringing on the interests of listed companies and small and medium-sized investors, and the above behaviors also seriously violated relevant regulations.
In terms of the responsible person, according to the "Warning Letter", Wang Bin, the then chairman and chief financial officer, as the main person in charge of the company, the first person responsible for information disclosure, and the specific person in charge of the company's financial matters, Cheng Zhiwei, the then general manager, as the person in charge of the company's daily operation and management, and Zeng Jia, the then general manager and secretary of the board of directors, as the person in charge of the company's daily operation and management and the specific person in charge of information disclosure affairs, failed to be diligent and conscientious, and was responsible for the capital occupation and inaccurate disclosure in the periodic report during the term of office. In addition, Wang Bin and Zeng Jia were also responsible for the untimely response to the letter of inquiry that occurred during their tenure. The above-mentioned persons have breached the relevant requirements of the **Listing Rules and the undertakings made in the Declaration and Undertaking of Directors (Supervisors and Senior Management).
For the above-mentioned disciplinary matters, the controlling shareholder Tongchuan Huineng Xin and the then general manager Cheng Zhiwei replied that they had no objection, and the reasons for the objections raised by the other relevant responsible persons are as follows:
First, with regard to the occupation of funds, the Company submits that the appropriation of funds is deliberately carried out by the controlling shareholder by taking advantage of its controlling position in a concealed manner, and the Company does not have the subjective intention to cooperate with the controlling shareholder to carry out illegal acts. After the capital occupation occurred, the company actively coordinated with the controlling shareholder to raise funds and return them, without causing losses to the listed company. Wang Bin and Zeng Jia proposed that in order to solve the problem of repayment of the controlling shareholder's loans, and to form the occupation of non-operating funds without harming the interests of the listed company, they have actively urged the controlling shareholder to complete the return of the occupied funds, and have taken remedial measures such as replacing the person in charge of the financial department, cooperating with the investigation, carrying out special training and learning, and internal reminders. Zeng Jia also pointed out that during the period of capital occupation, he only served as the secretary of the board of directors of the company, and was not aware of or participated in the approval of capital occupation within the scope of his duties.
Second, regarding the correction of accounting errors, from 2021 to 2022, the company's new ** business had insufficient information communication in the early stage, and this adjustment mainly involved operating income and operating costs, and did not have an impact on the profit and loss of the listed company.
Thirdly, regarding the untimely reply to the letter of inquiry, the company immediately organized staff to reply after receiving the letter of inquiry, but in order to ensure the accuracy and completeness of the reply to the letter of inquiry, the relevant reply was not disclosed in a timely manner.
In this regard, the Shanghai Stock Exchange believes that, firstly, with regard to the matter of capital occupation, according to the hearing and the response to objections, Wang Bin, then chairman and chief financial officer, and Cheng Zhiwei, general manager, clearly admitted that they led the implementation of the fund occupation violation, and the amount involved was huge, and the relevant facts of the violation were clear and the circumstances were serious. According to the relevant evidentiary materials, the funds occupied by the company were approved by the relevant departments, the general manager and the chairman of the board of directors, and the company's objections such as not knowing about the occupation of funds and the lack of subjective intention of the relevant responsible persons could not be established. The company has been disciplined by the firm for the violation of the occupation of funds in the early stage, the company, the controlling shareholder and the relevant responsible persons have not taken effective measures to rectify it, and the controlling shareholder has occupied the company's funds for a long time, resulting in the company being subject to other risk warnings, seriously damaging the interests of listed companies and small and medium-sized investors, the occupied funds have been returned, and the circumstances such as taking corrective measures are not enough to reduce the adverse impact of the violations, and are not adopted. Considering that the fund occupation matters mainly occurred during Zeng Jia's tenure as secretary of the board of directors, Wang Bin, then chairman and chief financial officer, and Cheng Zhiwei, general manager, bore the main responsibility for the fund occupation matters, and adopted the relevant objections as appropriate.
Second, with regard to the correction of accounting errors, the disclosure of financial data in the company's periodic reports for multiple periods was inaccurate, and some of the accounts had a huge impact on the amount, the facts of the violation were clear, and the reasons such as incorrect internal communication and no impact on profit and loss did not affect the determination of the facts of the violation, which was not adopted.
Third, with regard to the failure to respond to regulatory inquiries on major matters in a timely manner in accordance with regulations, the Company has postponed the reply to the inquiry letter seven times, which has obviously exceeded the reasonable period for verification and response, and the positive organizational response claimed by the Company and the relevant responsible persons is inconsistent with the actual situation, and the relevant objection reasons are not accepted.
In view of the facts and circumstances of the above-mentioned violations, in accordance with the relevant regulations, the SSE made the following disciplinary decisions: to publicly reprimand ST Haiyue and its controlling shareholder Tongchuan Huinengxin, Wang Bin, then chairman and chief financial officer, and Cheng Zhiwei, then general manager, and to circulate criticism to Zeng Jia, then general manager and secretary of the board of directors. For the above-mentioned disciplinary actions, the firm will notify the China Securities Regulatory Commission and the Zhejiang Provincial Local Financial Supervision and Administration Bureau, and record them in the integrity file of the listed company.
According to public information, ST Haiyue is a large-scale comprehensive energy enterprise with energy industry operation and investment as its main business, and was listed on the Shanghai ** Stock Exchange in 2004. At present, it owns companies such as North Petroleum, Ningbo Haiyue, and Haiyue Asset Management.
In terms of performance, in the first three quarters of 2023, ST Haiyue achieved a total operating income of 205.2 billion yuan, down 5934%；Net profit attributable to the parent company is 4027550,000 yuan, a year-on-year decrease of 4279%。In the secondary market, as of the 20th**, ST Haiyue rose 229% to 4$91 shares. (Zhongxin Jingwei app).
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