Securities code: 002740 securities abbreviation: Fujian Ideal Jewellery Industrial Co.Ltd(002740) Announcement No.: 2022-009 Fujian Ideal Jewellery Industrial Co.Ltd(002740)
Announcement on receiving the warning letter from Fujian Securities Regulatory Bureau
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Fujian Ideal Jewellery Industrial Co.Ltd(002740) (hereinafter referred to as "the company") received the decision No. [2022] 5 of Fujian regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Fujian securities regulatory bureau") on Issuing warning letter for Fujian Ideal Jewellery Industrial Co.Ltd(002740) (hereinafter referred to as "warning letter") on February 11, 2022, and hereby announced the relevant information as follows:
1、 Contents of the warning letter
After investigation, our Bureau found that your company has the following problems:
(I) major litigation and arbitration matters are not disclosed in time
From March 10, 2019 to April 30, 2020, there were 21 lawsuits and arbitrations that your company and its subsidiaries did not disclose in time (labor arbitration and labor litigation between your company and 42 employees involving RMB 9.0383 million as one item), with a total amount of RMB 258687700. As of January 9, 2020, your company has not disclosed 11 litigation and arbitration matters for 12 consecutive months, with a total amount of 195344700 yuan, accounting for 12.16% of your company's audited net assets in 2018. The total amount of your company's undisclosed litigation within 12 months of 2020 is 2573200 yuan, accounting for 2573200.9% of the company's total net assets in 12 consecutive months of 2018. The above situation violates the provisions of articles 2 and 30 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, hereinafter referred to as the measures for the administration of information disclosure) of the CSRC. (II) special matters of subscription money and usufruct of non-public offering of shares are not disclosed
Your company disclosed the report on non-public offering of shares and listing announcement on December 30, 2016. Your company issued 30586904 non-public shares to di Ailing and other five shareholders, and the non-public shares were listed on January 3, 2017. According to the investigation, among the non-public offering shares subscribed by four shareholders including Di ailing, 12094533 shares were signed with a number of employees and customers of the company. The employees and customers paid the share subscription money, and the stock usufruct was owned by the employees and customers. The above matters have been decided by your company's informal decision-making procedure. Your company did not disclose the above information in the report on the issuance of shares of non-public development banks and the listing announcement and the regular report from 2016 to 2020. The above situation violates the provisions of Article 2 of the measures for the administration of information disclosure.
(III) the company and its holding subsidiaries pay relevant expenses and falsely increase operating income outside the accounts of employees' personal bank accounts
1. Out of account expenses of the company
Your company pays all kinds of expenses outside the company's account through the personal bank account of employee su. In 2017, Su's bank account paid the company various expenses totaling 3970052.01 yuan, including 3426073.73 yuan of employee salary, 366578.28 yuan of customer sales rebate and 177400.00 yuan of rental fee. In 2018, Su's bank account paid 3775345.31 yuan of relevant expenses for the company, including 3481397.13 yuan of employee salary, 104306.00 yuan of customer sales rebate and 189642.18 yuan of rental fee. The above circumstances led to an increase of 3970052.01 yuan and 3775345.31 yuan in the profits of your company in 2017 and 2018 respectively.
2. Expenses disbursed out of account and falsely increased operating income of holding subsidiaries
Your company acquired 51% of the shares of Shenzhen Taipan Jewelry Co., Ltd. (hereinafter referred to as Taipan jewelry) in 2017. With May 31, 2017 as the merger date, Taipan jewelry has been included in the scope of your company's consolidated statements since June 2017. After investigation, the personal bank account of Jiang, a large-scale jewelry employee, paid relevant funds outside the large-scale jewelry account and was used to falsely increase the operating income of large-scale jewelry.
From June to December 2017, Jiang's bank account paid employees a total of 22530.94 yuan of salary and bonus, 3671210.25 yuan of reimbursement expenses, 2304914.18 yuan of rental fees, health expenses and withdrawal funds, and 2979553.33 yuan of interest expenses. At the same time, the large-scale jewelry falsely increased its operating income through Jiang's bank account. Jiang's bank account transfers money to the personal bank accounts of relevant principals and purchasers of large-scale jewelry customers, and the relevant customers then transfer the money to the corporate bank account of large-scale jewelry through their corporate bank account as the collection of accounts receivable formed by large-scale jewelry selling goods (actually not sold) to relevant customers, The above situation involves the total non tax operating income of the market jewelry from June to December 2017 is 25378388.01 yuan, and the corresponding operating cost is 21457038.31 yuan (calculated according to the gross profit margin of relevant customers in the same period). The above circumstances led to an increase of 12793871.47 yuan in your company's total profit in 2017.
In 2018, Jiang's bank account paid a total of 7471838.84 yuan for various expenses outside the jewelry account, including 3052680.04 yuan for reimbursement, 470824.80 yuan for rent and lease and 3948334.00 yuan for interest. At the same time, the large-scale jewelry falsely increased the operating income through the above bank account of Jiang. Jiang's bank account transfers money to the personal bank accounts of relevant principals and purchasers of large-scale jewelry customers, and the relevant customers then transfer the money to the corporate bank account of large-scale jewelry through their corporate bank account as the collection of accounts receivable formed by large-scale jewelry selling goods (actually not sold) to relevant customers, The above situation involves that the total non tax operating income of the market jewelry in 2018 was 20400957.55 yuan, and the corresponding operating cost was 17176152.01 yuan (calculated according to the gross profit margin of relevant customers in the same period). The above circumstances led to an increase of 10802331.31 yuan in your company's total profit in 2018.
To sum up, in 2017 and 2018, your company paid all kinds of expenses out of the account through the personal bank account of employee Su, and in June December 2017 and 2018, your company's holding subsidiary Taipan jewelry paid all kinds of expenses out of the account through the personal bank account of employee Jiang, falsely increasing the operating income, resulting in an increase of 16763923.48 yuan in the total profits of your company in 2017 and 2018 respectively 14577676.62 yuan, accounting for 17.88% and 18.65% of the total profits of your company in 2017 and 2018 respectively.
The above circumstances do not comply with the provisions of Article 12 of the accounting standards for business enterprises - basic standards, and violate the provisions of Article 2 of the measures for the administration of information disclosure.
According to Article 59 of the measures for the administration of information disclosure, our bureau has decided to take the supervision and management measures of issuing warning letters to your company and record them in the integrity archives of the securities and futures market. Your company shall submit a written rectification report to our bureau within 30 days after receiving this decision.
If you are not satisfied with the supervision and administration measures, you can apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the decision, or you can bring a lawsuit to the people's court with jurisdiction within 6 months from the date of receiving the decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. 2、 Relevant description
The administrative regulatory measures imposed on the company this time did not touch the major illegal compulsory delisting stipulated in articles 9.5.1, 9.5.2 and 9.5.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022). After receiving the above warning letter, the company attaches great importance to the problems pointed out in the warning letter. The company will actively rectify in strict accordance with the requirements of Fujian securities regulatory bureau. The company and all directors, supervisors and senior managers will take this rectification as an opportunity to earnestly strengthen the study of relevant laws, regulations and normative documents and further improve the standard operation level of the company, Safeguard the legitimate rights and interests of shareholders of listed companies.
It is hereby announced.
Fujian Ideal Jewellery Industrial Co.Ltd(002740) board of directors
February 11, 2022
