In the chess game of business, every move is full of unknown risks and unexpected surprises. When a simple business transaction turns into a legal game, things start to get incredibly "interesting".
On February 23, the Shenzhen Stock Exchange issued a letter of concern about the "Announcement on Receiving the Notice of Case Filing" disclosed by Creative Information. What could be hidden in this?
The idea of being deceived will start from the end of 2022.
In the 2022 annual report, Creative Information mentioned the cooperation with State Grid Sichuan Integrated Energy Service*** and Sichuan CLP Qixing Information Technology***. This cooperation involves the construction of distributed data centers, aiming to build large-scale distributed edge computing power clusters for customers to support them in building digital infrastructure. At the same time, Creative Information has also further strengthened its technical advantages and service capabilities to first-class and operator customers, providing them with a variety of services such as development, network integration, system integration and operation and maintenance management.
It is understood that in November 2022, Creative Information signed seven "Material Procurement Contracts" with State Grid Sichuan Comprehensive Energy Service *** hereinafter referred to as "Sichuan Comprehensive Energy"), with a total amount of 36.4 billion yuan. According to the announcement disclosed by Creative Information on the evening of February 22, Sichuan Comprehensive Energy paid Creative Information 1998 on December 29, 202280,000 yuan and 19 million yuan, but then it did not continue to make other payments.
In order to ensure that the unpaid money can be recovered in a timely manner, Creative Information has communicated with Guoning Ruineng Green Energy Technology Co., Ltd., the owner of the purchase of goods from Sichuan Comprehensive Energy, on the payment of the "Material Procurement Contract". In the communication, Guoning Ruineng agreed to pay the remaining amount that has not yet been paid directly to the company.
Later, in order to clarify the time and method of payment, Creative Information and Guoning Ruineng signed a "Cooperation Agreement" on November 30, 2023. According to the cooperation agreement, Guoning Ruineng shall unconditionally pay the remaining payment to Creative Information on December 8, 2023, December 20, 2023 and December 28, 20232.5 billion yuan.
However, as of December 8, 2023, Creative Information has not received the outstanding payment from Sichuan Zongneng and Guoning Ruineng.
In this case, Creative Information filed a civil lawsuit and an application for property preservation with the Intermediate People's Court of Chengdu City, Sichuan Province in response to the above-mentioned project dispute. The defendants in the lawsuit are Guoning Ruineng and its controlling shareholder, Tianjin Guoning Ruineng***, according to the court's "Civil Ruling" and "Property Preservation Notice", the court agreed to freeze the five bank accounts of Guoning Ruineng, and the frozen amount is 32.6 billion yuan, but the total amount of funds actually frozen is only 1990,000 yuan.
The matter is not over, and in the process of collecting the money, Creative Information found that it may involve illegal and criminal acts. On January 19, 2024, Creative Information reported the case to the Economic Crime Investigation Brigade of the Qingyang District Bureau of the Chengdu Municipal Public Security Bureau, and received the "Receipt of Acceptance" from the Economic Crime Investigation Brigade of the Qingyang District Bureau of the Chengdu Municipal Public Security Bureau on January 29, 2024, and on February 20, Creative Information received a notice of case filing. The latest development is that the public security organs have opened a case for investigation.
According to the earnings forecast released by Creative Information on the evening of January 30, it is expected that 3500 million to 4A loss of 500 million yuan. Out of prudence, the company has fully accrued the accounts receivable of specific items as bad debts, resulting in a decrease in profit of about 32.5 billion yuan. For the first three quarters of 2023, the revenue of creative information reached 1.1 billion yuan, this 3The amount of $2.5 billion is not insignificant.
Although only nearly 30 million yuan was received in advance, the company fully executed about 3$600 million contract. Some investors asked about creative information on the interactive platform: "During the implementation period, didn't the creative information take corresponding measures?" ”
To this, the creative message replied: In fact, in the dunning process, the creative message has taken a number of measures. The company arranged a special person to go to Sichuan Zongneng to communicate face-to-face with the owner of the purchase to discuss the payment plan. In addition, the company's employees have repeatedly collected money through WeChat, ** and other means, and hired a professional team of lawyers to provide legal support for the project.
The impact of this event on creative information is undoubtedly huge. It is obvious that its financial losses, providing corresponding services, but not receiving due returns, will directly affect the company's liquidity and financial stability. However, as of the close of trading on February 23, its share price was unaffected, and the stock price was 1005 yuan shares, with a market capitalization of 610.6 billion yuan.
Founded in 1996 and listed on the Shenzhen Stock Exchange in 2014, after years of development, Creative Information has independent and controllable core technology products such as operating systems, databases, big data, 5G, satellite Internet, artificial intelligence, Internet of Things, cloud edge computing and other information technologies and solutions, and has invested in the layout of hard core technology products such as industrial CAD software, and has provided digital transformation services for more than 700 large government and enterprise customers in the fields of operators, energy, finance, and transportation.
Affected by a variety of factors, the company's performance is lackluster. From 2018 to 2022, the operating income of creative information was 160.5 billion yuan, 197.1 billion yuan, 200.6 billion yuan, 18$6.7 billion and $219.2 billion yuan, net profit was -4200 million yuan, 10.2 billion yuan, -81.8 billion yuan, -0$4.8 billion and -07.3 billion yuan.
It can be seen that the performance of Creative Information has not been good in recent years, and it has suffered losses for many years, and according to its 2023 performance forecast, it is still in a state of loss. Among them, in 2020, there will be a sudden huge loss in performance, and the net profit loss will be as high as 81.6 billion yuan, setting a record for the highest annual loss since its listing.
Its gearing ratio has also been above 33 since 201838%。
It is worth mentioning that Creative Information has not been stingy in R&D investment, and its R&D expenses have been on an upward trend even though it has fallen into deep losses. According to the financial report, from 2018 to 2022, the R&D expenses of creative information will be 08.3 billion yuan, 09.1 billion yuan, 19.2 billion yuan, 18.3 billion yuan and 22.3 billion yuan.
From the perspective of products, the revenue of creative information is mainly in technology development and services, big data products and solutions, Internet of Things products, databases, 5G, and others. Among them, technology development and services, big data products and solutions are the main revenue**, according to the 2022 annual report, the two businesses account for more than 90%.
Specifically, in terms of big data, Creative Information continues to increase investment in market expansion, technology upgrading, product creation and system support, and comprehensively promotes the intelligent upgrading of big data business. Focusing on the two advantageous industries of government affairs and energy, we will quickly form a comprehensive development trend that integrates product creation, market expansion, ecological construction and brand influence. During the reporting period of 2022, the company's big data business revenue was 8200 million yuan, a year-on-year increase of 1754%, with a gross margin of 2553%。
In terms of technology research and development, Creative Information accelerates the comprehensive upgrade of big data products from "data + integration" to "data + intelligence", continues to focus on the full life cycle management of data elements, and continues to build and improve basic product lines and industry application lines"Double line"Core products.
Through continuous iteration of data governance technology products such as data intelligent perception platform, intelligent big data fusion platform, big data governance platform, low-quality development platform, streaming intelligent edge computing, data middle platform, big data visualization products, agile data self-service platform, etc., a complete digital connection, digital empowerment and digital innovation capabilities have been formed, and on this basis, research and development and promotion of government affairs in the field such as three-brain collaboration, urban signs, event flow, reporting system and low-voltage governance for the energy industry, Scenario-based tool-based technology products such as distribution network interconnection, voltage drop complaints, and accurate early warning for sensitive users.
However, while doing a good job in research and development, we should pay more attention to the implementation of the internal control system in the process of contract signing and fund payment approval, and do a good job in the company's internal control, so as to make the company develop healthily and steadily.
In fact, creative information fraud is not an isolated case. In recent years, many listed companies have frequently exposed contract fraud and fallen into violations, and listed companies have also become victims of fraud.
On December 18, 2017, Shenzhen Sanda A announced that in the stainless steel chain business carried out by Shenzhen Shencai Logistics, a wholly-owned subsidiary, and Wuxi Xinhui Xingzhongbai Materials, a leading business company in the first chain link, the counterparty had contract fraud, and the steel in stock was identified as counterfeit products.
In September 2018, UOL Capital fell into a 10 billion fraud case. UOL Capital announced that the accounts receivable invested by the subsidiary were overdue, and when the debt collection team went to the scene to show the agreement to the debtor, it was found that the debt agreement of the accounts receivable was forged. According to the announcement, all the debts were transferred by the company's second shareholder, Hengyun Pharmaceutical, and the stock of accounts receivable was as high as 101$8.9 billion. With the deepening of the investigation of the 10 billion fraud case, the case of Yan Fei, the former director and general manager of UOL Capital, and Sun Tao, the former director, who were suspected of non-state functionaries, were also exposed one by one.
On the evening of June 23, 2020, BII Development announced that it had received a report from its 50%-owned subsidiary, Yintai Real Estate, that 26.7 million yuan in Yintai Real Estate's bank account had been defrauded through the Internet on June 22 due to telecom fraud by a criminal gang.
On January 4, 2021, Yitong Century issued an announcement that on December 31, 2020, it received the "Criminal Verdict" issued by the Intermediate People's Court of Guangzhou City, Guangdong Province.
In the view of industry insiders, listed companies have been deceived and become victims, but if the company can conduct sufficient due diligence, risk management and control before confirming the transaction project and merging assets, and set up a certain prevention mechanism, the listed company can also avoid the occurrence of such fraud to a certain extent, or minimize the loss. However, some listed companies only find that there are major problems in the business or contract, and even directly affect the performance of the parent company after being deceived for many years, which actually reflects the risk control loopholes and management omissions in the internal business processes of listed companies.
In the eyes of legal professionals, in the process of operation, listed companies encounter criminals and counterparties carefully planned into the world, and constitute a major loss, which is a "black swan" event, and investors can only admit their own losses. However, in the course of operation, if the listed company is deceived or fails to invest due to insider trading, benefit transfer or information disclosure violations, the qualified investors may claim for losses only after the judicial authorities and regulatory authorities intervene and conduct an investigation and determination.
However, all in all, listed companies should be wary of "black swan" events similar to this from the source, such as:
1. Strictly review the content of the contract: Before signing the contract, the company's legal department or professional lawyer should carefully review all the terms and conditions of the contract. Ensure that the obligations, rights, responsibilities, etc. in the contract are clear and in line with the company's interests and policies.
2. Confirm the identity of the other party with multiple parties: before signing a contract with a new partner or businessman, ensure the identity and credit of the other party through a variety of channels. For example, verification through third-party credit rating agencies, corporate credit inquiries**, industry affiliates, etc.
3. Establish an approval process: ensure that the company has established a complete contract approval process, and any contract signing needs to go through an appropriate level of approval procedures. The approval process should clearly stipulate the authority and procedures for approval to prevent unauthorized contract signing.
4. Train employees: Train employees related to contracts to make them understand the common means and prevention methods of contract fraud. Training can include how to identify suspicious contract terms and how to avoid pressure when signing a contract.
5. Strengthen internal control: strengthen internal control measures to ensure transparency and supervision in the process of signing, executing and performing contracts. For example, establish an effective contract management system to record the contract signing process and related documents for audit and supervision.
On the whole, it is not too late to see rabbits and dogs; It's not too late to make amends. Next, Creative Information should establish and improve the internal control system, regularly evaluate the effectiveness and integrity of the internal control system, and disclose the evaluation results to the market.