According to the "decision on regulatory conversation measures taken by antitrust Certified Public Accountants (special general partnership) and certified public accountants Zhang Yu and Zhu Rui" (administrative regulatory measures decision [2022] No. 6) published on the website of Fujian regulatory bureau of China Securities Regulatory Commission, Fujian Securities Regulatory Bureau antitrust Certified Public Accountants (special general partnership, hereinafter referred to as "Lixin certified public accountants") and certified public accountants Zhang Yu After checking the practice quality of Yoozoo Interactive Co.Ltd(002174) (hereinafter referred to as " Yoozoo Interactive Co.Ltd(002174) ", Yoozoo Interactive Co.Ltd(002174) . SZ) 2019 financial statement audit project carried out by Zhu Rui, it is found that Lixin certified public accountants, Zhang Yu and Zhu Rui have the following problems in their practice:
I. The audit procedures for foreign investment were not implemented in place, and there was no reasonable doubt about the abnormalities in the audit process. In December 2019, Yoozoo Interactive Co.Ltd(002174) subsidiary Shanghai Yousu Investment Management Co., Ltd. invested 30 million yuan in Beijing fun play interactive information technology Co., Ltd., holding 30%. The company determined that the above 30 million yuan investment fund was actually occupied by Lin Qi, the original actual controller of the company. In the audit of the 2019 annual report, Lixin certified public accountants office did not pay attention to the abnormal problems of the investment, the implementation of audit procedures was not in place, and the listed company did not provide funds to the controlling shareholders and their persons acting in concert by paying investment funds. First, it did not pay attention to the fact that Beijing fun game had not handled the industrial and commercial change procedures at the time agreed in the agreement, and the reasons were not recorded. As of the inspection date, Beijing fun has not handled the industrial and commercial registration of equity change. Second, the payment approval documents of the investment were not collected, the content of the payment approval documents was not consistent with the agreement, and the signatory of the payment voucher was inconsistent with the provisions. Third, the deliberation records of the general manager's office meeting on the investment were not collected. The above circumstances do not comply with the provisions of Article 28 of the basic standards for assurance business of Chinese certified public accountants.
In December 2019, Shanghai Yousu invested 50 million yuan in Shanghai Chongcai Network Technology Co., Ltd., holding 30%. The company determined that the above 50 million yuan investment fund was actually occupied by Lin Qi, the original actual controller of the company. In the audit of the 2019 annual report, Lixin certified public accountants office did not pay attention to the abnormal problems of the investment, the implementation of audit procedures was not in place, and the listed company did not provide funds to the controlling shareholders and their persons acting in concert by paying investment funds. First, it did not pay attention to the fact that Shanghai heavy lottery had not gone through the industrial and commercial change procedures near the time agreed in the agreement, and the reasons were not recorded. Second, the payment approval documents of the investment were not collected, and it was not noticed that the signatory of the payment voucher was inconsistent with the regulations. Third, the deliberation records of the general manager's office meeting on the investment were not collected. The above circumstances do not comply with the provisions of Article 28 of the basic standards for assurance business of Chinese certified public accountants.
Lixin certified public accountants did not maintain reasonable doubts about the abnormal return of multiple investments in Shanghai Yousu in the short term. For example, in July 2019, Shanghai Yousu invested 80 million yuan in Shanghai Haihuang Information Technology Co., Ltd., holding 16.67%. In April 2020, Shanghai Haihuang returned 80 million yuan of investment funds. In the 2019 annual report audit, the relevant audit procedures were not implemented in place: first, the investment framework agreement obtained through audit agreed that the parties agreed to sign a formal transaction document within the framework of the content determined in the framework agreement, but there was no formal transaction document in the audit manuscript, and the reason for not obtaining it was not indicated. Second, as for the reasons for the termination of the investment, the audit draft only recorded that "we communicated with the company's finance and learned that the investment had been terminated in early 2020 due to the epidemic and would be recovered after the payment period", and there were no interview records with financial personnel and other drafts. Third, the balance of investment funds paid by Shanghai Yousu was confirmed by letter. There were only records of sending letters, no reply information, and no records of implementing alternative procedures. The above situation is not in conformity with Article 28 of the basic standards for assurance business of Chinese certified public accountants.
II. Inadequate understanding and assessment of the auditee and its environment. In the understanding and evaluation of Yoozoo Interactive Co.Ltd(002174) "investment and financing activities", Lixin certified public accountants office only collected the data of Yoozoo Interactive Co.Ltd(002174) 's Group organizational structure (including shareholding in subsidiaries), and did not collect other investments of Yoozoo Interactive Co.Ltd(002174) that were not included in the scope of consolidated statements. The above circumstances do not comply with the provisions of Article 14 of the auditing standards for Chinese certified public accountants No. 1211 - identifying and assessing the risk of material misstatement by understanding the auditee and its environment.
III. The implementation of payment control test procedures is not in place. When Lixin certified public accountants conducted payment control test on Yoozoo Interactive Co.Ltd(002174) monetary funds, the control table recorded "25 Cash and bank deposit details were extracted respectively". In fact, only bank deposit payment details were extracted for control test, cash payment details were not extracted for control test, and the reasons for not extracting were not recorded. The above circumstances do not comply with the provisions of Article 10 of the auditing standards for Chinese certified public accountants No. 1301 - audit evidence.
IV. the implementation of foreign investment control test procedures is not in place. When conducting the control test on Yoozoo Interactive Co.Ltd(002174) foreign investment, Lixin certified public accountants selected the projects of Beijing jiuzhong Media Co., Ltd. and Yalian business jet Co., Ltd. invested by Shanghai Yousu in December 2019. The walk through test showed that the test contents included "whether the serial number of investment payment application form and investment payment application form have been properly approved", but there was no relevant information in the manuscript. At the same time, the draft of "understanding the business process - investment cycle - approval and treatment of investment" shows that "before the company makes investment, the investment department prepares the feasibility study report... For the foreign investment projects whose investment authority is reviewed and approved by the general manager's office meeting, the general manager is responsible for organizing the implementation after the general manager's office meeting is reviewed and approved", but the review documents of the general manager's office meeting of the above projects are not found in the control test draft. The above circumstances do not comply with the provisions of Article 10 of the auditing standards for Chinese certified public accountants No. 1301 - audit evidence.
V. the test draft of foreign investment control is not perfect. During the control test of Yoozoo Interactive Co.Ltd(002174) foreign investment, Lixin certified public accountants selected the Beijing jiuzhong project invested by Shanghai Yousu in December 2019, with an investment amount of 120 million yuan. The transfer time of the bank payment voucher collected in the audit draft is December 13, 2019, earlier than December 25, 2019 when the approval process of the letter of intent for equity transfer was initiated; The collected contract approval process shows that the contract is sealed on January 13, 2020, while the letter of intent for equity transfer of Beijing jiuzhong is signed in December 2019. After the inspection, Lixin certified public accountants provided the inspection team with the information that the company had conducted the first contract approval for the above investment in November 2019, but only the second contract approval process sheet was collected in the manuscript, and the first contract approval process sheet was not retained. The above situation is not in line with the provisions of Article 10 of the audit standards for Chinese certified public accountants No. 1131 - audit work manuscript.
To sum up, the above behaviors do not meet the relevant requirements of the practice standards of Chinese certified public accountants and violate the provisions of Articles 52 and 53 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) of the CSRC.
According to the provisions of Article 65 of the measures for the administration of information disclosure of listed companies, Fujian securities regulatory bureau decided to take regulatory measures for regulatory talks against the Institute of certified public accountants and the signed certified public accountants Zhang Yu and Zhu Rui. Zhang Yu and Zhu Rui, the person in charge of quality control of Lixin certified public accountants and certified public accountants, were required to accept the supervision interview on April 14, 2022.
According to the official website, Lixin Certified Public Accountants (hereinafter referred to as "Lixin") was founded in Shanghai in 1927 by Pan Xulun, a Chinese accounting leader. It is one of the earliest and most influential accounting firms in China. It was reopened in 1986, and Shanghai Lixin Changjiang certified public accountants Co., Ltd. was established in 2000. In 2007, it was renamed Lixin certified public accountants Co., Ltd. Lixin independently undertakes the business of certified public accountants according to law and has the qualification of securities and futures related business. In 2010, Lixin obtained the first batch of H-share audit qualification. In December 2010, it became the first special general partnership accounting firm in China.
The reporter of China Economic Net found that Yoozoo Interactive Co.Ltd(002174) 2007 was listed on the Shenzhen Stock Exchange on September 25. As of February 11, 2022, Lynch was the largest shareholder, holding 975042 million shares, with a shareholding ratio of 10.65%.
Article 52 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC) stipulates that sponsors and securities service institutions that issue special documents for information disclosure obligors to perform their information disclosure obligations shall be diligent, responsible, honest and trustworthy, express professional opinions in accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
Article 53 of the measures for the administration of information disclosure of listed companies stipulates that certified public accountants should adhere to the concept of risk-oriented audit, strictly implement the practice standards and relevant provisions of certified public accountants, improve the assurance procedures, scientifically select the assurance methods and technologies, fully understand the verified unit and its environment, carefully pay attention to the risk of material misstatement, obtain sufficient and appropriate evidence, and reasonably publish the assurance conclusions.
Article 65 of the measures for the administration of information disclosure of listed companies stipulates that sponsors, securities service institutions and their personnel who issue special documents for information disclosure obligors to perform their information disclosure obligations violate the securities law, administrative regulations and the provisions of the CSRC, and the CSRC shall take regulatory measures such as ordering corrections, regulatory talks, issuing warning letters and recording them in integrity archives according to law; Where administrative punishment should be imposed, the CSRC shall impose punishment according to law.
The following is the original text:
Decision on taking regulatory talk measures against Beixin Certified Public Accountants (special general partnership) and certified public accountants Zhang Yu and Zhu Rui
Decision on administrative supervision measures [2022] No. 6
Lixin Certified Public Accountants (special general partnership) and certified public accountants Zhang Yu and Zhu Rui:
Our Bureau inspected the practice quality of the 2019 financial statement audit project of Yoozoo Interactive Co.Ltd(002174) (hereinafter referred to as Yoozoo Interactive Co.Ltd(002174) or the company), and found the following problems in your practice:
I. The audit procedures for foreign investment were not implemented in place, and there was no reasonable doubt about the abnormalities in the audit process
In December 2019, Yoozoo Interactive Co.Ltd(002174) subsidiary Shanghai Yousu Investment Management Co., Ltd. (hereinafter referred to as Shanghai Yousu) invested 30 million yuan in Beijing fun Interactive Information Technology Co., Ltd. (hereinafter referred to as Beijing fun), holding 30%. The company determined that the above 30 million yuan investment fund was actually occupied by Lin Qi, the original actual controller of the company. In the audit of the 2019 annual report, you did not pay attention to the abnormal problems of the investment, the implementation of the audit procedures was not in place, and you did not find that the listed company provided funds to the controlling shareholders and their persons acting in concert by paying investment funds. First, it did not pay attention to the fact that Beijing fun game had not handled the industrial and commercial change procedures at the time agreed in the agreement, and the reasons were not recorded. As of the inspection date, Beijing fun has not handled the industrial and commercial registration of equity change. Second, the payment approval documents of the investment were not collected, the content of the payment approval documents was not consistent with the agreement, and the signatory of the payment voucher was inconsistent with the provisions. Third, the deliberation records of the general manager's office meeting on the investment were not collected. The above circumstances do not comply with the provisions of Article 28 of the basic standards for assurance business of Chinese certified public accountants.
In December 2019, Shanghai Yousu invested 50 million yuan in Shanghai Chongcai Network Technology Co., Ltd. (hereinafter referred to as Shanghai Chongcai), holding 30%. The company determined that the above 50 million yuan investment fund was actually occupied by Lin Qi, the original actual controller of the company. In the audit of the 2019 annual report, you did not pay attention to the abnormal problems of the investment, the implementation of the audit procedures was not in place, and you did not find that the listed company provided funds to the controlling shareholders and their persons acting in concert by paying investment funds. First, it did not pay attention to the fact that Shanghai heavy lottery had not gone through the industrial and commercial change procedures near the time agreed in the agreement, and the reasons were not recorded. Second, the payment approval documents of the investment were not collected, and it was not noticed that the signatory of the payment voucher was inconsistent with the regulations. Third, the deliberation records of the general manager's office meeting on the investment were not collected. The above circumstances do not comply with the provisions of Article 28 of the basic standards for assurance business of Chinese certified public accountants.
You have no reasonable doubt about the abnormal situation of multiple investment returns in Shanghai Yousu in the short term. For example, in July 2019, Shanghai Yousu invested 80 million yuan in Shanghai Haihuang Information Technology Co., Ltd. (hereinafter referred to as Shanghai Haihuang), holding 16.67%. In April 2020, Shanghai Haihuang returned 80 million yuan of investment funds. In your 2019 annual report audit, the relevant audit procedures were not implemented in place: first, the investment framework agreement obtained through the audit agreed that the parties agreed to sign a formal transaction document based on the content determined in the framework agreement, but there was no formal transaction document in the audit manuscript, and the reason for not obtaining it was not indicated. Second, as for the reasons for the termination of the investment, the audit draft only recorded that "we communicated with the company's finance and learned that the investment had been terminated in early 2020 due to the epidemic and would be recovered after the payment period", and there were no interview records with financial personnel and other drafts. Third, the balance of investment funds paid by Shanghai Yousu was confirmed by letter. There were only records of sending letters, no reply information, and no records of implementing alternative procedures. The above situation is not in conformity with Article 28 of the basic standards for assurance business of Chinese certified public accountants.
II. Inadequate understanding and assessment of the auditee and its environment
In your understanding and evaluation of Yoozoo Interactive Co.Ltd(002174) "investment and financing activities", you only collected the information of Yoozoo Interactive Co.Ltd(002174) Group organizational structure (including shareholding in subsidiaries), and did not collect other investments that Yoozoo Interactive Co.Ltd(002174) were not included in the scope of consolidated statements. The above circumstances do not comply with the provisions of Article 14 of the auditing standards for Chinese certified public accountants No. 1211 - identifying and assessing the risk of material misstatement by understanding the auditee and its environment.
III. inadequate implementation of payment control test procedures
When you performed the payment control test on Yoozoo Interactive Co.Ltd(002174) monetary funds, the control table recorded that "25 Cash and bank deposit details were extracted respectively". In fact, only the bank deposit payment details were extracted for the control test, and the cash payment details were not extracted for the control test, and the reasons for not extracting were not recorded. The above circumstances do not comply with the provisions of Article 10 of the auditing standards for Chinese certified public accountants No. 1301 - audit evidence.
IV. inadequate implementation of foreign investment control test procedures
During the control test of Yoozoo Interactive Co.Ltd(002174) foreign investment, you selected the Beijing jiuzhong Media Co., Ltd. (hereinafter referred to as Beijing jiuzhong) project and the project of Asia United Business Jet Co., Ltd. invested by Shanghai Yousu in December 2019. The walk through test showed that the test contents included "whether the investment payment application form number and investment payment application form have been properly approved", but there was no relevant information in the manuscript.
At the same time, the draft of "understanding the business process - investment cycle - approval and treatment of investment" shows that "before the company makes investment, the investment department prepares the feasibility study report... For the foreign investment projects whose investment authority is reviewed and approved by the general manager's office meeting, the general manager is responsible for organizing the implementation after the general manager's office meeting is reviewed and approved", but the review documents of the general manager's office meeting of the above projects are not found in the control test draft. The above circumstances do not comply with the provisions of Article 10 of the auditing standards for Chinese certified public accountants No. 1301 - audit evidence.
V. the test draft of foreign investment control is not perfect
During the control test of Yoozoo Interactive Co.Ltd(002174) foreign investment, you selected the Beijing jiuzhong project invested by Shanghai Yousu in December 2019, with an investment amount of 120 million yuan. The transfer time of the bank payment voucher collected in the audit draft is December 13, 2019, earlier than December 25, 2019 when the approval process of the letter of intent for equity transfer was initiated; The collected contract approval process shows that the contract is sealed on January 13, 2020, while the letter of intent for equity transfer of Beijing jiuzhong is signed in December 2019. After the inspection, you provided the inspection team with the information that the company had conducted the first contract approval for the above investment in November 2019, but only the second contract approval process sheet was collected in the draft, and the first contract approval process sheet was not retained. The above situation is not in line with the provisions of Article 10 of China Auditing Standards for certified public accountants No. 1131 - audit work draft.
To sum up, your above-mentioned behavior does not meet the relevant requirements of the practice standards of Chinese certified public accountants and violates the provisions of Articles 52 and 53 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. In accordance with the provisions of Article 65 of the measures for the administration of information disclosure, our bureau has decided to take the regulatory measures of regulatory conversation with your signed certified public accountants Zhang Yu and Zhu Rui. Zhang Yu and Zhu Rui, the person in charge of quality control and certified public accountants of your institute, are required to bring valid ID cards to our bureau for supervision interview at 9:30 a.m. on April 14, 2022. Place of conversation: Conference Room 302, floor 3, building a, block 10, Fuzhou Software Park, No. 89, software Avenue, Tongpan Road, Fuzhou.
If you are not satisfied with the supervision and management measures, you can apply for administrative reconsideration to the CSRC 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.
Fujian Securities Regulatory Bureau
March 24, 2022
