On April 12 this year, Tianxia wisdom, the former “national daily chemical stock”, was officially delisted, ending the journey of a shares. Up to now, the repercussions left to the capital market are still.
On December 28, the official website of Guangxi securities regulatory bureau released a decision on banning market entry. Two chairmen of Tianxia wisdom, one president and two chief financial officers were banned from the market for different years, and one chairman was banned from the securities market for life.
Let’s see what happened?
financial fraud for four consecutive years
supervision directly refers to the six violations of Tianxia wisdom
Public information shows that Tianxia wisdom, formerly known as Sofitel, became the first share of China’s daily chemical industry after its backdoor listing in 2001. In 2015, Sofitel set an increase of 4.1 billion yuan, acquired 100% equity of Hangzhou Tianxia Technology Group Co., Ltd. at a premium of nearly 15 times, and changed its name to Tianxia wisdom.
As a former star stock, the market value of Tianxia wisdom once reached 30 billion, but from 2018, the performance of Tianxia wisdom began to decline, and there was a loss in 2019. According to the financial report data, the net loss of Tianxia wisdom in 2019 reached 5.073 billion yuan. The 2020 semi annual report shows that Tianxia Smart’s business has basically stagnated, the normal production and operation order has not been restored, and there are major uncertainties in its sustainable operation ability. On July 1, 2020, Tianxia wisdom was warned of delisting risk. Until April 12 this year, Tianxia wisdom was officially delisted.
After the investigation of Tianxia wisdom’s illegal information disclosure, Guangxi securities regulatory bureau pointed out that there are six major violations of Tianxia wisdom:
I. falsely increase income and profits by fictitious completion of smart city construction projects
The financial fraud of Tianxia wisdom mainly occurred from April 2016 to June 2019. During this period, Tianxia wisdom concealed the actual construction of smart city construction projects undertaken by its wholly-owned subsidiary Hangzhou Tianxia Technology Group Co., Ltd. (hereinafter referred to as Hangzhou Tianxia), such as smart city in Xixiu District, Anshun City and smart business district in Yongchuan District, Chongqing. When the above projects have not been actually constructed or only partially constructed and do not meet the conditions for revenue recognition, the revenue is falsely recognized or recognized in advance by fictitious project construction completion progress, and the revenue and profit of the above projects are falsely increased in relevant periodic reports. The total falsely increased revenue is not less than 3.086 billion yuan and the falsely increased profit is not less than 1.148 billion yuan.
The above behavior resulted in false records of income and profit data in the annual report of Tianxia wisdom from 2016 to 2018 and the semi annual report of 2019. Among them, the inflated operating revenue and profit in the 2016 annual report were no less than 887 million yuan and 391 million yuan, accounting for 69.45% of the operating revenue and 96.57% of the total profit of the year disclosed by the company respectively;
The annual report of 2017 falsely increased the operating revenue by no less than RMB 1.075 billion and the profit by no less than RMB 283 million, accounting for 64.54% of the operating revenue and 40.14% of the total profit of the year disclosed by the company respectively; In the 2018 annual report, the falsely increased operating revenue is not less than 874 million yuan and the profit is not less than 335 million yuan, accounting for 80.09% of the operating revenue and 143.71% of the total profit of the year disclosed by the company respectively; In the 2019 semi annual report, the falsely increased operating revenue is not less than 250 million yuan and the profit is not less than 139 million yuan, accounting for 97.68% of the current operating revenue and 167% of the total profit disclosed by the company respectively.
It can be seen that from 2016 to 2019, Tianxia wisdom’s financial fraud became more and more intense, and 98% of its revenue increased falsely in the first half of 2019.
II. False disclosure of the actual controller of the company
After the completion of the non-public offering of Tianxia wisdom on April 6, 2016, Jinzhou Hengyue Investment Co., Ltd., Tibet Chaoyang Investment Co., Ltd., Anhui Jingma Investment Co., Ltd. and Beijing haoze JIAYE Investment Co., Ltd. held 16.41%, 15.8%, 7.5% and 3.34% shares of Tianxia wisdom respectively. All the above companies were actually controlled by Xia Jiantong. According to public information, Xia Jiantong successively served as director, President, chairman, legal representative and Secretary of the board of directors of Tianxia wisdom from June 2016 to July 2019.
After April 6, 2016, Xia Jiantong actually controlled more than 30% of the voting shares of Tianxia wisdom, was responsible for the main business of the listed company, and was the actual controller of Tianxia wisdom. Tianxia wisdom disclosed that the actual controllers of the company were Liang Guojian and Zhang Guizhen in the 2016-2018 semi annual report, annual report and 2019 semi annual report. The disclosure of the actual controller of the company in the above-mentioned periodic report of Tianxia wisdom is untrue and constitutes a false record.
III. incomplete disclosure of external liabilities
In 2017 and 2018, Tianxia wisdom issued commercial acceptance bills of 120 million yuan and 445 million yuan respectively at Bank Of Hangzhou Co.Ltd(600926) Beijing Chaoyang sub branch, which were not recorded. By the end of 2018, a total of 565 million yuan of commercial acceptance bills payable had not been recorded, accounting for 80.67% of the total liabilities in the parent company’s statements disclosed in the current period and 39.07% of the total liabilities in the consolidated statements. Tianxia wisdom did not disclose the above liabilities in the 2017 and 2018 annual reports, and there were major omissions in the debt disclosed in the above-mentioned periodic reports.
IV. related party transactions that fail to disclose financial support for related parties as required
From 2016 to 2018, Hangzhou Tianxia, a subsidiary of Tianxia wisdom, provided financial assistance to related parties totaling 1.66 billion yuan. Among them, financial assistance of 748 million yuan, 522 million yuan and 300 million yuan were provided to Fujian Pingtan JIAYE Jiu’An investment management center partnership (limited partnership) actually controlled by Xia Jiantong from April to December 2016, 2017 and 2018 respectively; In April 2016, it provided financial assistance of RMB 90 million to Tibet Chaoyang Investment Co., Ltd. The amount of financial assistance provided to related parties in 2016, 2017 and 2018 accounted for 146.95%, 10.42% and 5.38% of the audited net assets of the previous year respectively. For the above connected transactions providing financial support to related parties, Tianxia wisdom did not perform the deliberation procedures of the board of directors and the general meeting of shareholders, did not disclose them in time as required, and did not disclose them in the annual reports of 2016, 2017 and 2018.
V. failure to disclose the provision of external guarantees as required
From 2017 to 2018, Tianxia wisdom and its subsidiaries provided guarantees in violation of regulations for many times, with a total amount of 918 million yuan. Among them, in 2017, it successively provided guarantees for enterprises actually controlled by Xia Jiantong, such as Zhejiang Ruikang Investment Co., Ltd. and Shanghai changju Industrial Co., Ltd., totaling 616 million yuan, accounting for 12.28% of the audited net assets of the previous year; In 2018, the subsidiary Beijing Tianxia Technology Co., Ltd. provided a guarantee of RMB 302 million for Shanghai Yijiang economic and Trade Co., Ltd., accounting for 5.42% of the audited net assets of the previous year. For the above external guarantees, Tianxia wisdom did not fulfill the deliberation procedures of the board of directors and the general meeting of shareholders, did not disclose them in time as required, and did not disclose them in the 2017 and 2018 annual reports.
Vi. failure to disclose major litigation matters as required
Since August 2018, Tianxia wisdom and its subsidiaries have been successively sued to the court for loans, guarantees, Bill recourse, contract disputes, etc. Among them, Tianxia wisdom shall know that guohou Financial Asset Management Co., Ltd., China Citic Bank Corporation Limited(601998) Hefei Branch filed a lawsuit to Anhui Higher People’s court for Tianxia wisdom to assume guarantee liability no later than April 11, 2019. As of the same day, Tianxia wisdom had accumulated a litigation amount of 617 million yuan in 12 consecutive months, reaching 11.08% of the audited net assets of the previous year (2017).
Tianxia wisdom did not disclose in time. It did not disclose some litigation matters in the 2018 annual report until April 30, 2019. Tianxia wisdom has not fully disclosed the above litigation matters in the 2019 semi annual report disclosed on August 30, 2019. At this time, the number of litigation cases that should be disclosed but not disclosed by the company is no less than 32, with an amount of no less than RMB 1.112 billion, accounting for more than 17% of the audited net assets of the previous year (2018).
two chairmen, one president and two chief financial officers received a ticket
Xia Jiantong was banned from the securities market for life
Guangxi Securities Regulatory Bureau believes that the above illegal activities of Tianxia wisdom are abominable and serious, seriously disturbing the order of the securities market and seriously damaging the interests of investors. Xia Jiantong, then chairman, President and Secretary of the board of directors, Chen Guomin, then chairman and general manager, Chen Xuemei, then director and president, and Yang Qing, then chief financial officer, Wang Jun is respectively responsible during their respective terms of office. Among them, Xia Jiantong deliberately concealed and fabricated important facts, and the illegal circumstances were particularly serious.
In accordance with the provisions of article 233 of the securities law of 2005 and Articles 3 and 5 of the provisions on Prohibition of entry into the securities market (Order No. 115 of the CSRC), Guangxi securities regulatory bureau decides:
1。 Take lifelong measures to prohibit Xia Jiantong from entering the securities market;
2。 Chen Guomin, Chen Xuemei and Yang Qing were banned from the securities market for 10 years respectively;
3。 Wang Jun was banned from entering the securities market for five years.
From the date of announcement of the decision, during the prohibition period, the above personnel shall not continue to engage in securities business in the original institution or serve as directors, supervisors and senior managers of the original listed company or non listed public company, nor engage in securities business in any other institution or serve as directors, supervisors and senior managers of other listed companies or non listed public companies Senior management positions.
Xia Jiantong’s aura is gradually fading from a young genius and a Harvard doctor to today’s lifelong securities market.
It is worth noting that in 2019, Xia Jiantong was also offered a reward of 300000 yuan by the court.
On October 18, 2019, Beijing No. 3 intermediate people’s Court issued a reward announcement on its official microblog. In the announcement, Beijing No. 3 intermediate people’s court said that in order to effectively safeguard the legitimate rights and interests of the obligee, according to the application of the executor, because the Executees Ruikang investment company and Xia Jiantong failed to perform the obligations determined in the effective legal documents Xia Jiantong offered a reward. Before the case is closed, any citizen who provides the court with accurate whereabouts clues of Xia Jiantong and is successfully detained by the court will be rewarded with 300000 yuan.
In response, Xia Jiantong responded on twitter that the so-called reward was deliberately fabricated and framed by his competitors, and he would take legal action. The Beijing No. 3 intermediate people’s court said that the court executed the judgment in accordance with the effective judgment. It issued the reward announcement because it was unable to grasp Xia Jiantong’s whereabouts.
pleaded: “ignorance of illegal acts”, “short tenure”, “bare pole commander”
Supervision: not a reason for exemption
For the above violations, in addition to Xia Jiantong, Chen Guomin, Chen Xuemei, Yang Qing and Wang Jun all pleaded.
Chen Guomin proposed that he did not directly participate in the operation and management of the company’s smart city business. He did not know about the company’s illegal acts and did not participate. Xia Jiantong concealed the direct planning and command of the board of directors. In addition, the company did not provide itself with corresponding authority and conditions to perform their duties normally. Although he was the chairman and general manager, his power was limited to the board of directors, and he never signed for illegal guarantee. He once refused to sign the documents of the company’s proposed illegal guarantee, found that some personnel of the company forged the resolutions of the board of directors, and notified some directors. To sum up, request exemption from liability.
Chen Xuemei proposed that in 2019, Tianxia wisdom disclosed the semi annual report and served as president for less than one month. After serving as president, the company’s operating revenue and profit data were not false, so she requested to waive the market ban.
Yang Qing pointed out that he worked conscientiously and had a positive attitude during his tenure, did not know the authenticity of the contract, did not keep online banking, had not been to the project site, and did not know that xiaotianxia wisdom falsely increased income and profits during his tenure as chief financial officer, so there was no subjective intention. In addition, he is not aware of other illegal matters of the company. In conclusion, it is requested to reduce the responsibility.
Wang Jun proposed that he was not the direct director of Hangzhou Tianxia financial department, but also the light pole commander in Tianxia wisdom. He was unable to verify the authenticity of relevant contracts and proposed to leave several times in a row. 2。 During his tenure as chief financial officer, the company did not actually participate in any major events.
After review, Guangxi Securities Regulatory Bureau believes that Chen Guomin, Chen Xuemei, Yang Qing and Wang Jun, as the main principals and financial principals of Tianxia wisdom at that time, should implement necessary and effective supervision over the company’s information disclosure, take the initiative to understand and continuously pay attention to the company’s operation and financial affairs, actively inquire, raise questions and provide suggestions. Tianxia wisdom has made long-term systematic financial fraud, and a large number of projects of the company’s main smart city business have not been normally constructed and operated for a long time. As the directly responsible person in charge, the above parties claim that they do not know, pay no attention, and fail to carry out necessary and prudent verification, resulting in the occurrence and continuation of a number of illegal information disclosure acts of the company, and obviously fail to fulfill their obligations of loyalty and diligence according to law, Should be held responsible. The reasons claimed by him for not participating, not knowing, not performing his duties normally, not participating in business management, short tenure and so on do not constitute exemption.
In addition, with regard to Chen Guomin’s refusal to sign the company’s proposed illegal guarantee, Guangxi securities regulatory bureau said that the guarantee that he proposed to refuse to sign was not within the scope of punishment in this case. In addition, as chairman of the board, Chen Guomin neither formally informed the board of directors nor reported the situation to the regulatory authorities after the incident, Instead, the company made a negative response by resigning, so that the company continued to violate the guarantee after the incident, which was obviously not enough to prove its diligence and responsibility, and could not be a reason for exemption.
(China Fund News)
