On January 17, Qibu Corporation Limited(603557) (SH: 603557) announced that the CSRC decided to file a case against the company because the company was suspected of violating laws and regulations in information disclosure. On December 27, 2021, the company and a number of relevant responsible persons, including the actual controller and the then general manager, received the disciplinary decision issued by the Shanghai stock exchange due to problems such as illegal fund lending, illegal guarantee and major defects in internal control.
Qibu Corporation Limited(603557) is the operating company of ABC kids, a well-known children’s clothing brand in the market. For the investigation, the reporter called Qibu Corporation Limited(603557) and asked whether the filing was related to the disciplinary decision. The company said that it was not clear at present, but only knew that it was suspected of violation of credit approval.
Previously, the company disclosed that the company’s funds were occupied by related parties for many times and illegal external guarantees.
On September 7, 2021, Qibu Corporation Limited(603557) replied to the inquiry letter of the 2020 annual report of Shanghai Stock Exchange. According to the disclosure, during the reporting period, Zhou Jianyong, the then general manager of the company, orally instructed the personnel of the president’s office of the company to ask relevant personnel to fill in the payment form in the form of advance payment and submit it to the company’s capital department to pay the funds from the company’s account to the supplier’s account, Then transfer the funds from the supplier’s account to the bank card account under its control through multiple accounts.
In addition, the company also has illegal guarantees. In 2020, Zhou Jianyong instructed the relevant managers to sign a contract with the bank to provide financing guarantee for three suppliers: Qingtian Jiebang, Qingtian Xingxiu and Qingtian Yaqi. The above suppliers completed financing in the bank accordingly. The guarantee has not been approved by the company’s internal decision-making procedures and approval procedures. It is worth noting that the heads of the three suppliers are distant relatives of Zhou Jianyong.
In addition, Zhou Jianyong also instructed the relevant financial personnel of the company to transfer the acceptance bill issued by the dealer to the company and endorse it to the supplier, based on which the supplier carried out pledge loan and discount business in the bank. The suppliers point to two of the above three Zhou Jianyong related parties.
In the reply announcement, Qibu Corporation Limited(603557) said that the occupation of non operating funds and illegal external guarantees of the above related parties were mainly led by Zhou Jianyong and were the direct responsible person.
It is worth noting that according to the tianyancha information, on December 29, 2021, Qibu Corporation Limited(603557) had a hearing announcement. The plaintiff was China Minsheng Banking Corp.Ltd(600016) Wenzhou Branch, and the defendant was Qibu Corporation Limited(603557) , Zhang Limin, Zhou Jianyong, Fujian start children’s products Co., Ltd., as well as several Qibu Corporation Limited(603557) dealers including Guangzhou Baoqiang children’s Clothing Co., Ltd. and Zhengzhou Tianqi Trading Co., Ltd.
Is this case related to the acceptance bill transferred among dealers, Qibu Corporation Limited(603557) and suppliers? The reporter telephoned Qibu Corporation Limited(603557) about the case. The other party said that it was a loan dispute with China Minsheng Banking Corp.Ltd(600016) . Last month, the company had paid off the loan and China Minsheng Banking Corp.Ltd(600016) had withdrawn the lawsuit. The other party did not explain whether it was related to the acceptance bill.
The method of commercial acceptance bill settlement with suppliers appears many times at Qibu Corporation Limited(603557) . Shanghai Stock Exchange has focused on asking the reasons and necessity for the company and suppliers to use commercial acceptance bills for settlement so that suppliers can finance, and whether the relevant bills have commercial essence.
The reply of the company in the inquiry letter is as follows: the company and the main suppliers pay the purchase payment in the form of advance purchase deposit, that is, according to the contract, after generally paying about 30% of the advance payment to the suppliers, the remaining payment shall be paid according to the contract after the goods are handed over to the warehouse. The company’s settlement with suppliers by acceptance bills is based on the long-term and stable business cooperation background between the company and suppliers, which has corresponding commercial rationality.
According to the disclosure, as of December 31, 2020, the balance payable of commercial acceptance bills issued was RMB 250 million, including 8 companies, and 4 are distant relatives of Zhou Jianyong. The balance of notes payable of these 4 companies accounted for 76% of the total balance.
Moreover, there are many problems in the company’s internal control management. In the punishment decision issued by the Shanghai Stock Exchange in December last year, six violations were directly pointed out. First, the annual performance forecast for 2020 was not disclosed in time; Second, the company illegally borrowed large amounts of funds from Zhou Jianyong, then general manager; Third, the company’s affiliated guarantee did not fulfill the decision-making procedures of the board of directors and the general meeting of shareholders, nor did it fulfill the obligation of information disclosure; Fourth, illegal fund lending and illegal guarantee led to errors in the company’s regular report and accounting treatment; Fifth, there are major defects in the company’s internal control, and the annual audit accounting firm issued a negative opinion on the company’s internal control in 2020; Sixth, the controlling shareholder failed to disclose and sign the loan agreement that may lead to uncertain risk of the company’s control.
Shortly after the disciplinary action was issued, the case was filed for investigation again and Qibu Corporation Limited(603557) has yet to be put on the ground.
