Every reporter Zhao Linan has more articles edited.
On December 1st,Breaking news ST (specially handled stock) started (i.e. the starting stock, SH603557, with a stock price of 2.27 yuan and a market value of 1.122 billion yuan) and announced that the company and relevant responsible persons received the administrative penalty decision and the market ban decision.
The reporter of national business daily noticed that there were false records and major omissions in the periodic reports of the initial years of ST, and the company's public offering documents fabricated major false contents.
Source of data: The reporter compiled the map of vision china and Yang Jing.
It is worth noting that Chen Zhangwang, then the chief financial officer, argued that although he was the chief financial officer of ST's initial disclosure, he was actually not the directly responsible person in charge of ST's initial finance, but the nominal chief financial officer ("tool person" role).
However, the CSRC did not adopt the above defense reasons.
There are two main problems.
In January 2022, the CSRC started to file a case against ST. On December 1, 2023, ST started and related responsible persons received the Decision on Administrative Punishment and the Decision on Market Prohibition issued by the CSRC.
In May 2023, the CSRC issued the "Notice of Administrative Punishment and Market Prohibition in advance" to ST. At the request of the parties, the CSRC held a hearing on June 28, 2023, and listened to the statements and defenses of the parties and their agents.
It is found that there are two main problems in starting ST. First, there are false records and major omissions in the annual report of ST in 2018 and 2019 and the semi-annual report in 2020.
The basic financial accounting data of ST start-up income and cost are collected from the channel information system, and ST start-up inflated operating income, operating cost and total profit by fictitious purchase and sales business through the channel information system.
In December 2016, Zhang Limin, the chairman and actual controller of ST Starter, and four people, namely Liang Mojin, Wu Mou Ya, Wang Mozhu and Zhuang Mouqing, respectively signed the Agreement on Holding Shares (hereinafter referred to as the Agreement), stipulating that Zhang Limin would transfer 20 million shares of ST Starter indirectly held by them to the above four people at the price of 5 yuan per share, but Zhang Limin would not handle the transfer for the time being and hold them on their behalf.
The CSRC found that the above-mentioned share holding behavior occurred in 2016 and ended in 2019. 20 million shares held on behalf of the company accounted for 4.26% of the company's total share capital in 2018 and 2019. In the 2018 annual report and the 2019 annual report, ST started to disclose the above-mentioned share holding behavior.
Second, ST started to publicly issue documents to fabricate major false contents.
In July 2019, ST started to convene the board of directors to review and approve the proposal of public offering of convertible corporate bonds.
However, the contents of "financial accounting information" in the prospectus are seriously false. At the beginning of ST, the operating income and total profit in 2018 and the first half of 2019 were inflated by fictitious purchasing and sales business. The inflated total profit in 2018 and the first half of 2019 accounted for 10.39% and 14.57% of the total profit recorded in the current report respectively.
Regarding the above-mentioned behavior of ST starting, the CSRC believes that Zhou Jianyong, the then general manager, Zhang Limin, the then chairman, Chen Zhangwang, the then chief financial officer, and Wu Jianjun, the then secretary of the board of directors, are responsible.
ST started to argue that the existing evidence of administrative punishment can neither prove the existence of fictitious business in 2018 and 2019, nor accurately reflect the specific amount of fictitious business in ST; The subjects such as Zhang Limin and Liang Mojin are actually loan relationships, not equity holdings; We urge the CSRC to fully consider the actual situation of ST starting, not to consider that ST starting convertible bonds constitute fraudulent issuance, or to apply the old Securities Law for identification and punishment.
Zhou Jianyong argued that he was completely unaware of the inflated income and profits, and that it was obviously too heavy to impose a fine of 10 million yuan on him and take measures to ban him from entering the securities market for 10 years.
Zhang Limin argued that the four Agreements he signed with Liang Mojin and other four people were essentially loan contracts, and there was no shareholding relationship. It is completely unaware of the income and profits of the relevant years when ST started.
Chen Zhangwang argued that although he was the chief financial officer disclosed by ST Starter, he was actually not the directly responsible person in charge of ST Starter's finance, but the nominal chief financial officer ("tool person" role). The management and decision-making power of ST's starting finance is not in Chen Zhangwang, but in Zou Moujun.
Was the then CFO a "tool man"?
"Even if there are violations of laws and regulations, they are instructed by their superiors and belong to those who bear secondary responsibility." Chen Zhangwang argued.
Wu Jianjun argued that he did not have subjective intention, and he was diligent and conscientious as far as he could, and did not benefit from illegal matters. At the same time, Wu Jianjun said that from 2018 to 2020, he earned an annual salary of only more than 300,000 yuan in the first calendar year of ST. He urged the CSRC to consider the actual situation of his family and reduce the amount of punishment as appropriate.
Regarding the above arguments, the CSRC believes that the existing evidence of administrative punishment is enough to prove that there are fictitious business situations and related specific amounts in ST starting in 2018 and 2019.
Regarding holding or borrowing, the CSRC believes that Zhang Limin signed an equity holding agreement with outsiders, involving 20 million shares and an amount of 100 million yuan, which made some of the shares of Zhang Limin, then the chairman and actual controller, have great uncertainty, and Zhou Jianyong, then the general manager, was also aware of the matter. When the then chairman and general manager of ST started were aware of the matter, ST started without fulfilling the obligation of information disclosure.
At the same time, ST started to announce the public offering of documents after the implementation of the Securities Law, and the issuance was still in progress, so it should be punished in accordance with the first paragraph of Article 181 of the Securities Law.
Based on the above reasons, the CSRC will not adopt the defense opinion of ST starting. Similarly, the CSRC's arguments against Zhou Jianyong and other responsible persons were also rejected.
The CSRC believes that Zhou Jianyong, the general manager at the start of ST, organized and instructed relevant personnel to participate in the fraud involved in the case, and was the person in charge who was directly responsible. Moreover, he signed in the annual report and public offering documents involved in the case to ensure that the information disclosed was true, accurate and complete, and should bear corresponding responsibilities for the illegal acts involved in the start of ST.
When ST started, Zhang Limin, the chairman of the board, signed an Agreement with people outside the case, which should be disclosed but not disclosed.
As for Chen Zhangwang, who calls himself a "tool man", the CSRC believes that Chen Zhangwang directly participated in the fraud involving the start of ST, and signed in the annual report and public offering documents to ensure that the information disclosed is true, accurate and complete, and should bear corresponding responsibilities for the illegal activities involving the start of ST.
For Wu Jianjun, the CSRC believes that Wu Jianjun organized and coordinated the company's information disclosure affairs, failed to provide evidence to prove his diligence, and signed in the annual report and public offering documents involved to ensure that the information disclosed was true, accurate and complete, and should be responsible for the illegal activities involved in ST.
Regarding the illegal information disclosure of ST Starter and the behavior of publicly issuing documents to fabricate major false contents, the CSRC decided to order ST Starter Co., Ltd. to make corrections, give a warning and impose a fine of 57 million yuan; Give Zhou Jianyong a warning and impose a fine of 10 million yuan; Give Zhang Limin a warning and impose a fine of 5 million yuan; Chen Zhangwang was given a warning and fined 3 million yuan; Wu Jianjun was given a warning and fined 2 million yuan; Take a 10-year ban on Zhou Jianyong's securities market; Zhang Limin and Chen Zhangwang were banned from the securities market for five years respectively.