2024 No. 3.
Parties: Liao Mouyan, male, born in October 196x, Soyute Group Co., Ltd. *** hereinafter referred to as Soyute) was the secretary of the board of directors at the time, address: Nancheng District, Dongguan City, Guangdong Province. In accordance with the relevant provisions of the ** Law of the People's Republic of China (hereinafter referred to as the "** Law"), our bureau conducted an investigation and trial on the illegal disclosure of information in Soyute, and informed the parties of the facts, reasons, basis and rights of the parties in accordance with the law. The parties submitted statements and defenses, but did not request a hearing. The investigation and trial of this case have now been concluded. After investigation, the following illegal facts were found in Souyute:
1. There are false records in the 2020 semi-annual report, 2020 annual report, and 2021 annual report
From 2020 to 2021, Soyute, Soyute subsidiary Dongguan Soyute Chain Management (hereinafter referred to as Dongguan Chain), Xiamen Ruiyuelong Chain Management (hereinafter referred to as Ruiyuelong Chain) intervened in Yisheng Dahua Petrochemical Co., Ltd. (hereinafter referred to as Yisheng Dahua), Xin Dongsen Group (hereinafter referred to as Xin Dongsen Group) and other companies related to purified terephthalic acid (hereinafter referred to as PTA) business, forming a multi-layer circulation chain of procurement and sales. Xin Dong Sen Group or its affiliates as the starting point of the business, Yisheng Dahua subsidiaries and Xin Dong Sen Group affiliates as the end point of the business. PTA goods in the form of goods right confirmation documents, in the form of the transfer of the various subjects involved in the ** chain, the purchase and sales quantities correspond one by oneThe actual control of the goods has not been transferred, and the PTA purchase and sale business carried out has no commercial substance
Through the above methods, Soyute and its subsidiaries Dongguan ** Chain and Rui Yuelong ** Chain carried out PTA ** business without commercial substance, inflating operating income and inflating profits. Soyute's 2020 semi-annual report, 2020 annual report, and 2021 annual report inflated operating income by 1,076,851,571 respectively63 yuan, 1,835,096,08728 yuan, 615,679,26055 yuan, accounting for the proportion of the total operating income of the current period89%, with a reduced profit of 2,123,51131 yuan, 9,030,25137 yuan, 6,200,44447 yuan, accounting for the proportion of the total profit of the current period19%。2. Souyute failed to disclose related party transactions as required, and there were major omissions in the 2021 annual report
There is the following relationship between Zhejiang Dongliyuan **Chain Management*** hereinafter referred to as Dongliyuan) and Shaoxing Dongsheng Knitting *** hereinafter referred to as Dongsheng Knitting) and Shaoxing Dongyuan Knitting *** hereinafter referred to as Dongyuan Knitting): First, from October 2021, Dongliyuan will manage the business approval of Dongsheng Knitting and Dongyuan Knitting. Second, part of the procurement and sales business of Dongyuan knitting and Dongsheng knitting are handled by the staff of Dongliyuan. Third, Dongliyuan, Dongyuan Knitting, and Dongsheng Knitting share an inventory management system account and password. The above-mentioned relationship between Dongliyuan and Dongyuan Knitting and Dongsheng Knitting is in line with the circumstances described in the first paragraph of Article 3 of the Accounting Standards for Business Enterprises No. 36 - Disclosure of Related Parties, which stipulates that "if one party controls, jointly controls or exerts significant influence on the other party, and two or more parties are controlled, jointly controlled or significantly influenced by one party, they constitute related parties". At the same time, according to the principle of substance over form, Dongyuan Knitting and Dongsheng Knitting also have a special relationship with listed companies as mentioned in Item 4 of Article 62 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC).A legal person whose interests of the listed company may or have been skewed in favor of the listed company
From October to December 2021, Dongliyuan and Dongsheng Knitting had a total of 78,394,916 purchase transactions74 yuan, and the total sales transactions with Dongyuan Knitting were 69,951,98898 yuan, and the total amount of the above related party transactions is 148,346,90572 yuan, accounting for 30 percent of the absolute value of net assets recorded in the 2021 annual report disclosed by the listed company79%。Soyute failed to disclose the related relationship between Dongliyuan and Dongyuan Knitting and Dongsheng Knitting and Dongsheng Knitting and the above-mentioned related party transactions in a timely manner as required, nor did it disclose it in the 2021 annual report, and there were major omissions
The above-mentioned facts of the violation are supported by evidence such as the announcement of the listed company, the flow of funds in the relevant bank account, the accounting vouchers and original vouchers, the explanation of the situation, and the records of the interrogation, which are sufficient to make a determination.
Our bureau believes that the 2020 semi-annual report, 2020 annual report, and 2021 annual report searched for special announcement have false records, which violate the provisions of Article 78, Paragraph 2 and Article 79 of the "** Law", and constitute an illegal act under the second paragraph of Article 197 of the "** Law". Souyute's failure to disclose related party transactions in a timely manner and the material omissions in the 2021 annual report violated the provisions of Article 78, Paragraph 1, Article 79, Paragraph 1, Article 80, Paragraph 1, and Paragraph 2, Paragraph 3 of the ** Law, and constituted the illegal acts mentioned in the first and second paragraphs of Article 197 of the ** Law.
According to the third paragraph of Article 82 of the ** Law, directors, supervisors and senior managers shall ensure that the information disclosed is true, accurate and complete. Liao Mouyan was the secretary of the board of directors of Soyute at the time, responsible for the information disclosure of Soyute, did not pay sufficient attention to the lack of supervision and management of Soyute's important financial subsidiaries, failed to take effective measures to fully understand the business situation of the relevant subsidiaries, signed to confirm that the 2020 semi-annual report, 2020 annual report, and 2021 annual report of Soyute were true, accurate and complete, and were not diligent and conscientious, and were other directly responsible persons for the above-mentioned information disclosure violations.
Liao Mouyan submitted it in the written materials of the statement and defenseFirst, he did not have the responsibility of managing and supervising the business and financial accounting of the first-chain subsidiaries in the division of labor, and as the secretary of the board of directors, he did not have a duty of care higher than that of other directors, supervisors and senior executives, and should not be punished according to the division of duties and professional scope. Individual persons directly involved were not subject to administrative punishment, and their punishment was unjust。At the same time, the investigation understands that the subsidiary's business is difficult and professional, and it has been diligent and conscientious and faithfully fulfilled its obligations. The root cause of the undisclosed related party transactions is not the secretary of the board of directors, but the information disclosure issue is only involved after discovering the relevant abnormal relationship between Dongliyuan and Dongsheng Knitting and Dongsheng Knitting in the daily operation supervision and management, and identifying it in accordance with the relevant regulations. In addition, it has reasonable reliance on the opinions of relevant managers and professionals.
Second,There have been no cases in which the secretary of the board of directors has been penalized for "false records" in the financial reports。Third, the prior notice is incorrect in calculating the proportion of the transaction amount of related party transactions to net assets, and the audited net asset value of 2020 should be used. Failure to disclose related party transactions in a timely manner as required does not constitute a material omission. After the end of the "related party transaction" between Dongliyuan and Dongsheng Knitting and Dongyuan Knitting, in fact, it did not cause the listed company to tilt its interests, did not use the affiliated relationship to convey interests, and did not damage the interests of the listed company.
To sum up, Liao Mouyan asked for exemption from punishment.
Our bureau believes that: first, the secretary of the board of directors is responsible for organizing and coordinating the company's information disclosure affairs, collecting the information that should be disclosed by the listed company and reporting to the board of directors, and has the right to know the company's financial and operating conditions. Liao Mouyan, as the secretary of the board of directors of Soyute, is responsible for the disclosure of Soyute's information. The proportion of Ruiyuelong's revenue in 2020 and 2021 to the consolidated statements is ., respectively20%, and the proportion of Dongliyuan's revenue in the consolidated statement in 2021 is 2827%, which is a particularly important subsidiary of Soyu. Liao Mouyan should have understood and continued to pay attention to the production and operation of the above-mentioned subsidiaries and the information disclosure, but he did not fully pay attention to the inadequate supervision and management of the above-mentioned subsidiaries, failed to take effective measures to fully understand the business situation of the relevant subsidiaries, and signed to confirm that the 2020 semi-annual report, 2020 annual report, and 2021 annual report of Soyute were true, accurate and complete, and failed to be diligent and conscientious.
Second, in 2021, the escrow approval and system sharing between Dongliyuan, Dongsheng Knitting and Dongyuan Knitting objectively existed, and it was determined that they constituted related parties based on the evidence in the case, and there was no impropriety in the existence of related party transactions. Soyute's 2021 annual report failed to disclose the proportion of related party transactions to the current net assets of 3079%, there are major omissions in the information disclosure, and the determination is correct, and the use of the current net assets data in 2021 to calculate the relevant proportion is in line with the actual regulatory situation. Third, the determination and punishment of the person responsible for the case are determined on the basis of the nature of the case, the specific circumstances and the evidence in the case.
In summary, Liao Mouyan's statement and defense opinions were not adopted. Based on the facts, nature, circumstances and degree of social harm of the parties' illegal acts, and in accordance with the provisions of the second paragraph of Article 197 of the ** Law, our bureau decides:
Liao Mouyan was given a warning and fined 500,000 yuan
The parties shall, within 15 days from the date of receipt of this penalty decision, remit the fine to the China ** Supervision and Administration Commission, the opening bank: the business department of the Beijing branch of China CITIC Bank, the account number is 7111010189800000162, and the bank shall directly hand it over to the state treasury, and send a copy of the payment voucher with the name of the party to our bureau for the record. If the parties are dissatisfied with this penalty decision, they may apply to the China ** Supervision and Administration Commission for administrative reconsideration within 60 days from the date of receipt of this penalty decision, and may also directly file an administrative lawsuit with the people's court with jurisdiction within 6 months from the date of receipt of this penalty decision. During the period of reconsideration and litigation, the implementation of the above decision shall not be suspended.
Guangdong Securities Regulatory Bureau, February 28, 2024.