Securities code: Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) securities abbreviation: ST Xinyi Announcement No.: 2022029 Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145)
Announcement on receiving the decision on administrative punishment of China Securities Regulatory Commission
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Recently, Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) (hereinafter referred to as the “company”) received the decision on administrative punishment ([2022] No. 4) from China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). The specific contents are as follows:
Party: Xinjiang Yilu Wanyuan Industrial Holding Co., Ltd. (hereinafter referred to as ST Xinyi), domicile: liaota Ganshang building, Liuhe square, baktu Road, Tacheng City, Tacheng Prefecture, Xinjiang. Party involved: Huang Wei, male, born in July 1973, was the chairman, Secretary of the board of directors, chief financial officer and actual controller of Xinjiang Yilu Wanyuan Industrial Holding Co., Ltd. (hereinafter referred to as Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) ), with address at No. 701, unit 1, building 1, No. 269, Xinmin Road, Shuimogou District, Urumqi, Xinjiang. Li Yong, male, born in September 1976, was Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) supervisor and legal representative of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) subsidiary Xinjiang Yiyuan Huijin Commercial Investment Co., Ltd. (hereinafter referred to as Yiyuan Huijin), with address at No. 38, North 1st lane, Qitai Road, shayibak District, Urumqi, Xinjiang.
In accordance with the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of 2005) revised in 2005 and 2014 and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) revised in 2019, the Commission has filed a case for investigation and trial of the illegal acts of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) information disclosure, and informed the parties of the fact of market prohibition according to law The reasons, basis and rights enjoyed by the parties according to law, at the request of the parties Huang Wei and Li Yong, the CCPIT held a hearing on December 2, 2021 and listened to the statements and pleadings of Huang Wei, Li Yong and their agents. The investigation and trial of this case have been concluded.
It is found that Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) has the following illegal facts:
1、 False record
It is found that ST Xinyi falsely increased its operating revenue by 133854 million yuan and total profit by 1.2911 million yuan in 2018, accounting for 100% of the disclosed operating revenue and 5.24% of the absolute value of total profit in that year; Falsely increased the operating revenue, non operating revenue and total profit of 2019 by 5.7236 million yuan, 75.9 million yuan and 792482 million yuan, accounting for 55.13% and 253.78% of the disclosed operating revenue and total profit respectively. After retroactive adjustment, the operating income of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) 2018 and 2019 was less than 10 million yuan for two consecutive years, and the profit turned into loss in 2019. There were false records in the annual reports of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) 2018 and 2019. The details are as follows:
（1） Falsely increasing non operating income of factoring business
On December 16, 2019, entrusted by Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) subsidiary Shenzhen Yangyun Technology Co., Ltd. (hereinafter referred to as Yangyun Technology), Shenzhen Defu commercial factoring Co., Ltd. (hereinafter referred to as Defu factoring) signed a factoring contract, which agreed to transfer the creditor’s rights of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) RMB 238 million to Defu factoring at a price of RMB 266 million, Defu factoring shall pay 76 million yuan to the account designated by Yangyun technology within one month from the date of signing the contract, and the rest shall be paid within one year from the date of signing the contract. According to the contract, Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) subsidiary Shenzhen amedayi Technology Co., Ltd. (hereinafter referred to as amedayi) is the entrusted payee. On December 17, Defu factoring issued a letter of entrustment for payment to Shenzhen Baisheng Yiwei Technology Co., Ltd. (hereinafter referred to as Baisheng Yiwei), requiring it to pay 76 million yuan to Ameda Yiwei, the payee designated by Yangyun technology. From December 20 to December 24, 2019, Heilongjiang Heike Hengbo hemp Technology Co., Ltd. (hereinafter referred to as Heike hemp) used 4 million yuan and subsequent funds after more than 20 turnover cycles to pay a total of 75.903 million yuan to Parkson Yiwei through 27 transfer transactions; After receiving the above 27 payments, Parkson easy way immediately paid to Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) subsidiary Ameda easy through 28 transfer transactions, totaling 75.901 million yuan; After receiving the above 28 payments, Ameda Yi immediately paid a total of 75.9 million yuan to its subsidiary Xinjiang Hengbo Jinsheng Technology Development Co., Ltd. (hereinafter referred to as Hengbo Jinsheng) through 28 transfer transactions; After receiving the above 28 payments, Hengbo Jinsheng immediately paid to Heike Hanma through 29 transfer transactions Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) according to the factoring funds received by Ameda Yi, the non operating income is recognized as 75.9 million yuan.
It was found that in early December 2019, Liu mouling, the legal representative of heikehanma, on behalf of Yangyun technology, approached you Mucai, the factoring Party of Delphi, introduced the situation that Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) entrusted Yangyun technology to handle relevant debt collection on behalf of you, and issued relevant power of attorney, court judgment and other materials, hoping to cooperate with Delphi factoring. After discussion, Yangyun technology signed a factoring contract with Defu factoring. The above factoring contract signed by Delphi factoring and Yangyun technology is not a real assignment of the subject-matter creditor’s rights in the contract. Delphi factoring does not bear the actual payment obligation and is not responsible for debt collection. The first phase of factoring fund is arranged by Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) and transferred out immediately after receiving. The factoring fund originates from the amount of 4 million yuan of Heike hemp. After the turnover of Parkson Yiwei, aimedayi and Hengbo Jinsheng, Returned to heikehanma again, Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) actually did not receive any factoring funds, and the factoring business was a false transaction Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) the above behavior of fictitious factoring business led to a false increase of non operating income and non operating profit of 75.9 million yuan in the 2019 annual report.
（2） Inflate trade income
On May 7, 2018, Yiyuan Huijin signed the order contract for industrial and mineral products with Shanshan Axin Trading Co., Ltd. (hereinafter referred to as Axin trading), which agreed that Yiyuan Huijin would sell iron concentrate to Axin trading. On the same day, Yiyuan Huijin signed the order contract for industrial and mineral products with Turpan Sibei Investment Co., Ltd. (hereinafter referred to as Sibei investment), which agreed that Yiyuan Huijin would invest and purchase iron concentrate from Sibei.
In the 2018 annual report, Yiyuan Huijin confirmed the operating revenue of 133854 million yuan according to the sales contract signed with Axin commerce and trade, and the operating cost of 120943 million yuan according to the purchase contract signed with Sibei investment. In the 2019 annual report, Yiyuan Huijin confirmed the operating revenue of 2.2166 million yuan according to the sales contract signed with Axin commerce and trade, confirmed the operating cost of 2.445 million yuan according to the purchase contract signed with Sibei investment, and confirmed the freight of 230900 yuan in the sales expenses.
It is found that He Mou, a good friend of Huang Wei, the actual controller of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) , is the actual controller of Axin commerce and the shareholder of Sibei investment. Yiyuan Huijin did not obtain the control of relevant commodities, bear risks and enjoy benefits in the process of trade business with Axin commerce and trade and Sibei investment. The relevant funds formed a closed loop between Axin commerce and trade, Yiyuan Huijin and Sibei investment, which did not make the economic benefits flow into Yiyuan Huijin. The sales contract between Yiyuan Huijin and Axin commerce and trade did not have commercial essence, It does not meet the recognition conditions of income in accounting standards Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) the above behaviors led to the false increase of operating revenue of 133854 million yuan, operating cost of 120943 million yuan and false increase of profit of 1.2911 million yuan in the annual report of 2018; As a result, the 2019 annual report falsely increased the operating revenue by 2126600 yuan, the operating cost by 2144500 yuan, the sales expense by 230900 yuan, and falsely reduced the profit by 248800 yuan.
（3） Inflated property fee income
On November 18, 2019, Kashgar hanzhenyuan Investment Co., Ltd. (hereinafter referred to as hanzhenyuan), a subsidiary of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) and Kashgar dingshengyuan Property Service Co., Ltd. (hereinafter referred to as dingshengyuan), a subsidiary of Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) signed a property management entrustment contract, agreeing to entrust Kashgar Kaiyuan market to dingshengyuan to provide property management services, Dingshengyuan is responsible for collecting property fees and other fees from the property user. The entrusted management period is 10 years, from November 18, 2019 to November 7, 2029. On December 31, dingshengyuan and Kashgar hongtengda Property Co., Ltd. (hereinafter referred to as hongtengda) signed the agreement. Both parties agreed that the open source market property in 2019 would be operated and managed by hongtengda on behalf of dingshengyuan, the relevant property fees would be collected by hongtengda on behalf of dingshengyuan, the income would be owned by dingshengyuan, and the property income invoice would be issued by hongtengda directly to the merchant, The agent management period is from January 1, 2019 to December 31, 2019. In 2019, according to the above contracts, agreements and invoices issued by hongtengda to merchants, dingshengyuan confirmed an operating revenue of 2.297 million yuan, but did not confirm the corresponding operating costs.
It is found that Dingsheng originated from its establishment on August 30, 2019, and there was no entity qualification to recognize income before its establishment; On November 18, 2019, Hongda had no right to entrust the open source property management market to Tengyuan. In 2019, hongtengda will actually provide property management services for the open source market, and the corresponding income and cost will be recognized by hongtengda. As of the date of issuing the audit report in 2019, hongtengda has not transferred the property fee of the open source market in 2019 to dingshengyuan. Dingshengyuan did not actually provide property management services, did not recognize the cost of property services, and did not actually obtain relevant cash inflows. Its recognized operating income was 2.297 million yuan, which did not meet the revenue recognition conditions of accounting standards The above behaviors of St Xinyi led to the false increase of operating revenue and profit of 2.297 million yuan in the 2019 annual report.
（4） Inflated rental income
Xinjiang Hongsheng Real Estate Co., Ltd. (hereinafter referred to as Hongsheng real estate) has signed the rent credit agreement with Han Zhenyuan and Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) three parties. The agreement stipulates that Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) subsidiary Han Zhenyuan will lease 7583.2 square meters of real estate located in Kashi Kaiyuan market to Hongsheng real estate to offset the amount owed by Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) to Hongsheng real estate. The lease term is from January 1 to December 31, 2019, and the annual rent is 1364974 yuan. The rent payment method is to offset the amount owed by Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) to Hongsheng real estate. After the three parties’ Arrears offset each other, it is changed to Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) owed Han Zhenyuan 1364974 yuan. On December 31, 2019, Han Zhenyuan issued a house lease invoice to Hongsheng real estate.
It was found that the rent credit agreement was signed reversely during the audit period in 2020. There was a clear difference between the agreement and other rental contracts. It only agreed on the area of the leased property, but did not agree on the specific information such as the floor and shop number of the leased property. Hongsheng real estate has neither actually leased the property in the open source market, nor managed the sublease of the relevant property or received the Sublease Rent, and the relevant debts have not been offset. The agreement did not Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) the above behaviors, which led to the false increase of operating revenue and profit of 1.3 million yuan in the 2019 annual report.
2、 Major omission
It was found that on May 24, 2020, Han Zhenyuan and Kashgar Natural Resources Bureau signed the Kashgar open source market land planning adjustment and development agreement (hereinafter referred to as the adjustment and development agreement), which agreed to plan, adjust and redevelop the Kashgar open source market. The total assets of Kashgar open source market involved in the agreement are 803.58 million yuan, accounting for 72.36% of the total assets of the listed company in the latest audit. According to the adjustment and development agreement, if Han Zhenyuan has not been demolished before August 24, 2020, it will be deemed that Han Zhenyuan has abandoned the development, and Kashgar Natural Resources Bureau will recover the land use right. If Han Zhenyuan’s original property right certificate has gone through the mortgage formalities, the mortgage formalities should be handled within July 20, 2020 Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) did not disclose the matter in time.
On August 28, 2020, ST Xinyi partially disclosed the adjustment and development agreement and open source market demolition in the events after the balance sheet date of the 2019 annual report, The disclosure content is \\ “Kashgar hanzhenyuan Investment Co., Ltd. is located at No. 358, Jiefang North Road, south of Tuman (Kashgar open source market). The net land area is 18694142 square meters (about 280.41 mu). The planning is adjusted and redeveloped \\”\\ “Han Zhenyuan company started the demolition in June 2020, terminated the house rental and site use right rental business, opened up the market in the demolition and reconstruction stage, and expected the cash flow from operating activities during the development period to be negative. The relevant arrangements to be obtained from the investors have not yet formed a clear agreement, resulting in the uncertainty of the results \\” Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) did not disclose the risk items in the agreement that “if the demolition is not completed before August 24, it is deemed that Han Zhenyuan gives up the development and Kashgar natural resources bureau takes back the land use right”, and there are major omissions.
On November 10, 2020, Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) issued the progress announcement on land use planning, adjustment and development of important subsidiaries, which disclosed all the contents of the adjustment and development agreement, At the same time, it is disclosed that “since the date of signing this agreement, Han Zhenyuan has carried out business in accordance with the provisions of the agreement, but due to the impact of covid-19 pneumonia epidemic in Xinjiang, the development of the project has been greatly affected and the promotion work has been delayed. Up to now, 70% of the demolition work in the first phase of the project has been completed.”\\ “Han Zhenyuan is actively negotiating with Kashgar Natural Resources Bureau on the continuous promotion of land planning, adjustment and development after the complete closure of Kashgar epidemic. There is uncertainty in the land planning, adjustment and development, which has a certain impact on the company’s main business \\” and other project progress, as well as the impact of the land planning, adjustment and development on the company.
The above illegal facts are proved by relevant announcements, contract documents, financial data, industrial and commercial registration data, bank account data, relevant inquiry records, situation statements and other evidence.
I believe that Xinjiang Yilu Wanyuan Industrial Investment Holding Co.Ltd(600145) the above-mentioned acts violate Article 63 of the securities law of 2005 and Article 7 of the securities law
