Securities code: 000676 securities abbreviation: Genimous Technology Co.Ltd(000676) Announcement No.: 2021-092 Genimous Technology Co.Ltd(000676)
Announcement on receiving the decision on administrative supervision measures
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.
Genimous Technology Co.Ltd(000676) (hereinafter referred to as “the company” or ” Genimous Technology Co.Ltd(000676) “) and relevant personnel recently received the decision on ordering corrective measures against Genimous Technology Co.Ltd(000676) (administrative supervision measures decision [2021] No. 160) issued by Guangdong regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Guangdong securities regulatory Bureau”) The decision on Issuing warning letters to Lu Hongda, Chen Zhifeng, Sun Jing, Liu Wei, Zhao Liren, Xiong Guicheng and Li Lingxiao (administrative supervision measures decision [2021] No. 161) (hereinafter referred to as the “decision”) is hereby announced as follows:
1、 The company’s receipt of the decision on administrative supervision measures
According to the measures for on-site inspection of listed companies (CSRC announcement [2010] No. 12), Guangdong Securities Regulatory Bureau recently conducted on-site inspection on the company and found that the company had the following violations:
(i) The contents recorded or disclosed in the minutes of the general meeting of shareholders and the announcement of resolutions are inconsistent with the actual situation. The attendance of lawyers recorded or disclosed in the announcement of resolutions of six general meetings of shareholders, including the third extraordinary general meeting of shareholders in 2019, the sixth extraordinary general meeting of shareholders in 2020, the seventh extraordinary general meeting of shareholders in 2020, the ninth extraordinary general meeting of shareholders in 2020, the first extraordinary general meeting of shareholders in 2021 and the annual general meeting of shareholders in 2020, is inconsistent with the actual situation, It is disclosed that the lawyers present did not actually attend the relevant general meeting of shareholders. The above acts violate Article 41 of the rules for the general meeting of shareholders of listed companies (revised in 2016) and Article 2 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC).
（2） The guarantee information disclosed in the 2020 annual report is inaccurate and incomplete. First, in September 2020, the board of directors of the company agreed that the company is a subsidiary of Tibet Yifu Advertising Co., Ltd. (hereinafter referred to as “Tibet Yifu”) and Baidu times network technology (Beijing) Co., Ltd. provided joint and several liability guarantee for the debts arising from the cooperation, with the guarantee amount not exceeding 200 million yuan and the guarantee period of 3 years. The company did not disclose the above major guarantees and performance in the 2020 annual report as required. Second, in 2019, the company was a subsidiary of Shanghai Falcon Network Co., Ltd. (hereinafter referred to as “Shanghai Falcon”) ）. Tibet also applied to the bank for credit extension and provided joint and several liability guarantees of 40 million yuan and 100 million yuan respectively. The guarantee periods are 2 and 3 years after the expiration of the debt performance period of the specific credit extension. However, the company disclosed the guarantee periods of the above two guarantees as 1 and 2 years respectively in the 2020 annual report. The above circumstances violate Article 41 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – Contents and forms of annual reports (revised in 2017) and Article 2 of the measures for the administration of information disclosure by listed companies. （3） The accounting recognition of foreign equity investment violates the provisions of accounting standards. After investigation, since August 2019, the company has continuously increased its holdings of Guoguang Electric Company Limited(002045) (hereinafter referred to as ” Guoguang Electric Company Limited(002045) “) shares for strategic investment purposes. By the end of August 2020, the company held Guoguang Electric Company Limited(002045) 11.5% shares, and the company and the persons acting in concert held Guoguang Electric Company Limited(002045) 29.9978% shares in total. According to Guoguang Electric Company Limited(002045) According to the articles of association, the company can nominate candidates for Guoguang Electric Company Limited(002045) directors and supervisors. The company is the same as the chairman and vice chairman of Guoguang Electric Company Limited(002045) . The company’s equity investment in Guoguang Electric Company Limited(002045) complies with the provisions on “significant impact” in Article 2 of the accounting standards for business enterprises No. 2 – long term equity investment. However, the equity investment of Guoguang Electric Company Limited(002045) will be presented in the “other non current financial assets” in the 2020 annual report of the company, and its changes will be measured at fair value and included in the profit and loss of changes in fair value, but not accounted as “long-term equity investment”. The above acts violate the provisions of articles 2 and 9 of the accounting standards for Business Enterprises No. 2 – long term equity investment.
（4） The rationality of the important parameters of the goodwill impairment test in 2019 is not sufficient. First, under the condition that the income scale of Shanghai Falcon has shown a continuous downward trend in recent three years and the covid-19 epidemic in early 2020 has a continuous adverse impact on its business, the company’s management adopts the present value of the estimated future cash flow when conducting the goodwill impairment test in 2019 for Shanghai Falcon asset group The recoverable amount is expected. It is predicted that the revenue of Shanghai Falcon will increase significantly year-on-year in 2020. Second, under the circumstances of tightening the policy of SPE’s main suppliers, a significant reduction in the number of plug-ins and a general downturn in the market, when the management of the company conducted the goodwill impairment test of SPE’s asset group in 2019, it is predicted that the operating revenue of SPE will decrease slightly in 2020 and will increase significantly in 2021 and later years. The above relevant forecasts of the company’s management are inconsistent with the actual situation, lack of reliable data sources and sufficient and appropriate evidence support, and do not comply with the provisions of Article 11 of the accounting standards for Business Enterprises No. 8 – asset impairment.
（5） The impairment test of intangible assets in 2019 did not comply with the principle of prudence. In 2019, under the circumstances of obvious adverse changes in the market, a significant reduction in the number of plug-ins and the impending transformation of the business model, the company’s management did not assess the fair value, service life and expected future cash flow of intangible assets in combination with the market conditions when conducting the impairment test of SPE intangible assets Make reasonable estimates and determine that the relevant intangible assets are not impaired. The above behaviors do not comply with the provisions of Articles 5 and 11 of the accounting standards for Business Enterprises No. 8 – asset impairment.
（6） The actual recognition method of the subsidiary’s intermodal game service revenue is inconsistent with the revenue recognition policy disclosed in the audit report. The company disclosed in the 2019 annual report and the audit report of Shenzhen fantexi Technology Co., Ltd. from January to October 2020 that the company and its subsidiary Shenzhen fantexi Technology Co., Ltd. (hereinafter referred to as “fantexi”) ）The game service revenue under the joint operation mode shall be recognized according to the sharing amount calculated in the cooperation agreement with the third-party game platform company. After investigation, fantexi confirmed a total of 36.5392 million yuan of intermodal game service revenue from January to October 2020. In October 2020, without assessment and analysis, fantexi reduced all the uncollected income, offsetting the original recognized income of 25.4353 million yuan, which had not occurred in previous years. The above behaviors do not comply with the provisions of Articles 9 and 15 of the accounting standards for business enterprises – basic standards.
（7） Part of the revenue recognition of the subsidiary does not comply with the provisions of the accounting standards for business enterprises. After investigation, the subsidiary of the company, Shanghai falcon, confirmed the revenue of Beijing aika huanhang Culture Communication Co., Ltd. of RMB 1.8868 million in March 2020 and Nanjing Bojun New Energy Vehicle Co., Ltd. of RMB 1.6226 million in April 2020 without obtaining the settlement sheet sealed by the customer, which is not in line with the requirements Article 18 and 31 of the accounting standards for business enterprises – basic standards. At the end of December 2020, Shanghai Falcon reduced the above income to zero.
The above financial accounting problems of the company led to inaccurate financial information disclosed in the company’s 2019 annual report, 2020 first quarter report, 2020 semi annual report and 2020 annual report, which violated Article 2 of the measures for the administration of information disclosure of listed companies.
（8） The registration of insider files is incomplete. First, from January 2019 to January 2021, the company only registered insider files on regularly reported matters, did not register insider files on major matters such as profit distribution plan and non-public offering of shares, and did not prepare Memoranda on the progress of major matters on non-public offering of shares. Second, the company registered regularly When reporting insider information, there is omission to register insider information such as internal process approvers and annual audit accountants of relevant periodic reports. The above situation violates articles 6, 8 and 10 of the provisions on the establishment of insider registration management system by listed companies (CSRC announcement [2011] No. 30).
According to Article 59 of the measures for the administration of information disclosure of listed companies and Article 15 of the provisions on the registration and administration system for insiders of listed companies, Guangdong securities regulatory bureau has decided to take administrative regulatory measures to order the company to make corrections. The company shall attach great importance to the above problems, take effective measures to make practical rectification, truly, accurately, completely, timely and fairly perform the obligation of information disclosure according to law, and do a good job in the registration of insiders according to regulations. At the same time, the company shall conduct internal accountability for relevant responsible personnel, and submit the rectification report and internal accountability to Guangdong securities regulatory bureau within 30 days after receiving this decision, And copy to Shenzhen Stock Exchange.
If you are not satisfied with these supervision and management measures, you can apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receiving this decision; It may also bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving this decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. 2、 Relevant responsible persons’ receipt of the decision on administrative supervision measures
Genimous Technology Co.Ltd(000676) Chairman Lu Hongda, general manager Chen Zhifeng, Secretary of the board of directors Sun Jing, chief financial officer Liu Wei, then chairman Zhao Liren, then general manager Xiong Guicheng and then Secretary of the board of directors Li Lingxiao failed to comply with Article 3 of the measures for the administration of information disclosure of listed companies In accordance with Article 7 of the provisions on the establishment of the registration and management system for insiders by listed companies, Lu Hongda performs the obligation of diligence and responsibility, and is mainly responsible for the relevant violations of the company. Among them, Lu Hongda is mainly responsible for the violations of items (I), (II), (III), (VI), (VII) and (VIII) of the company, and Chen Zhifeng is mainly responsible for the violations of items (I) and (III) of the company （2） And (III), Sun Jing is mainly responsible for (I) and (II), Liu Wei is mainly responsible for (III) to (VII), Zhao Liren is mainly responsible for (I), (IV), (V), (VII) and (VIII), and Xiong Guicheng is mainly responsible for (I) （4） (5), (6) and (7) violations are mainly responsible, and Li Lingxiao is mainly responsible for (I) and (8) violations of the company.
According to Article 59 of the measures for the administration of information disclosure of listed companies and Article 15 of the provisions on the registration and management system of insiders of listed companies, Guangdong securities regulatory bureau has decided to take administrative regulatory measures to issue warning letters to Lu Hongda, Chen Zhifeng, Sun Jing, Liu Wei, Zhao Liren, Xiong Guicheng and Li Lingxiao. You should earnestly draw lessons, earnestly strengthen the study of securities laws and regulations, truly, accurately, completely, timely and fairly perform the obligation of information disclosure according to law, and effectively standardize financial accounting and insider information management. If you are not satisfied with these supervision and management measures, you can apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receiving this decision; It may also bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving this decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. 3、 Other instructions
The company and all directors, supervisors and senior managers attach great importance to it. The company will actively rectify and implement internal accountability in strict accordance with the requirements of Guangdong securities regulatory bureau. The directors, supervisors and senior managers of the company will take this rectification as an opportunity to strengthen their study of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the accounting standards for business enterprises and the stock listing rules of Shenzhen Stock Exchange, and fulfill their obligations of diligence and responsibility, Further improve the company’s awareness of standardized operation, improve the basic work level of financial accounting, strengthen the company’s internal control management, improve corporate governance, effectively improve the quality of information disclosure, safeguard the legitimate rights and interests of shareholders of listed companies, and promote the healthy, stable and sustainable development of the company.
It is hereby announced.
Genimous Technology Co.Ltd(000676) board of directors December 29, 2021
