# Shanghai Dazhihui Co., Ltd.##Securities Law#
Dzhihui announcement on November 23, 2021 showed that in the early stage, the company made compensation to investors due to a dispute over securities false statement liability, and as of November 12, 2021, it had paid 324,750,956.1 yuan.
According to the provisions of the Securities Law, Zhang Changhong, Wang Mei, Wang Rihong, Hong Rong and Guo Renli should bear joint and several liability for the loss of stock investment suffered by investors due to false statements involved in the case and the company. According to the provisions of the Civil Code, after performing the obligation to compensate investors, the company has the right to claim compensation from the joint and several liable person for the payment of the part that exceeds the compensation share it should bear.
lawsuit request order the defendants Zhang Changhong, Wang Mei, Wang Rihong, Hong Rong and Guo Renli to immediately pay the plaintiff 324,750,956.1 yuan in compensation that they have paid in the series of securities false statement liability disputes (temporarily until November 12, 2021).
Dazhihui announcement on February 19, 2022 showed that the company received a notice from the Shanghai Financial Court that in the litigation cases filed by the Small and Medium Investment Service, the Shanghai Financial Court added 9 other then-director, supervisor and senior management involved in the "Administrative Penalty Decision of the China Securities Regulatory Commission" No. 2016 [88] as third parties; in the litigation cases filed by Dazhihui, the Shanghai Financial Court added the above nine people and Lixin Accounting Firm (Special General Partnership) as third parties.
In the early stage, Shanghai Dazhihui Co., Ltd. (hereinafter referred to as "Company" or "Dazhihui") paid investors due to a dispute over liability for false statements of securities. China Securities Small and Medium Investor Service Center Co., Ltd. (hereinafter referred to as "Small and Medium Investment Service") and Dazhihui successively filed lawsuits against Zhang Changhong and other relevant responsible parties, and proposed to compensate the company for relevant responsibilities. For details, please refer to the "Announcement on the Progress of Litigation" published by the company on the official website of the Shanghai Stock Exchange and designated information disclosure media (Announcement No.: Lin2021-044, Lin2021-047).
Recently, the company received a notice from the Shanghai Financial Court that in the litigation cases filed by the Small and Medium Investment Service, the Shanghai Financial Court added 9 other then-director, supervisor and senior management involved in the "Administrative Penalty Decision of the China Securities Regulatory Commission" No. 2016 [88] as third parties; in the litigation cases filed by Dazhihui, the Shanghai Financial Court added the above nine people and Lixin Accounting Firm (Special General Partnership) as third parties.
This progress will not have a negative impact on the company's current profit or after-term profit. The specific impact shall be subject to judicial judgments, audit opinions, etc. Investors are advised to make cautious decisions and pay attention to investment risks.
hereby announced.
Board of Directors of Shanghai Dazhihui Co., Ltd.
February 19, 2022
Important content tips:
The litigation stage in which the case is: The case has been filed and accepted
The status of the party to which the listed company is : Plaintiff
The amount involved in the case: 324,750,956.1 yuan
Whether it will have a negative impact on the profit and loss of the listed company: This case will not have a negative impact on the company's profit in this period or after-term profit. The specific impact shall be subject to judicial judgments, audit opinions, etc.
In the early stage, Shanghai Dazhihui Co., Ltd. (hereinafter referred to as the "Company") paid investors due to a dispute over securities false statement liability, and as of November 12, 2021, it had paid 324,750,956.1 yuan. In order to protect the company's legitimate rights and interests, the company filed a lawsuit with the Shanghai Financial Court, proposing that Zhang Changhong and other relevant responsibilities pay the above compensation to the company, and received the "Notice of Acceptance" from the Shanghai Financial Court on November 22, 2021 ([2021] Shanghai 74 Minchu No. 4237).The specific situation is announced as follows:
. Basic situation of this lawsuit
Prosecution time: November 15, 2021
Acceptance time: November 19, 2021
Trial institution: Shanghai Financial Court
Plaintiff: Shanghai Dazhihui Co., Ltd.
Defendant: Zhang Changhong (actually controlled by the company The company was the chairman and general manager of the company at that time), Wang Mei (the company's director, deputy general manager and secretary of the board of directors), Wang Rihong (the company's director and financial director), Hong Rong (the company's deputy general manager), Guo Renli (the company's finance department manager at that time)
. The main facts and request content of this litigation case
(I) Facts and reasons
In the early stage, the company compensated investors for a dispute over liability for false statements of securities. As of November 12, 2021, 324,750,956.1 yuan.
According to the provisions of the Securities Law, Zhang Changhong, Wang Mei, Wang Rihong, Hong Rong and Guo Renli should bear joint and several liability for the loss of stock investment suffered by investors due to false statements involved in the case and the company. According to the provisions of the Civil Code, after performing the obligation to compensate investors, the company has the right to claim compensation from the joint and several liable person for the payment of the part that exceeds the compensation share it should bear.
(II) Litigation request
, ordered the defendants Zhang Changhong, Wang Mei, Wang Rihong, Hong Rong and Guo Renli to immediately pay the plaintiff 324,750,956.1 yuan in compensation that they have already paid in the series of securities false statement liability disputes (temporarily until November 12, 2021).
. All litigation costs in this case are jointly borne by the five defendants.
. The impact of the lawsuit in this announcement on the company's current profit or later profit, etc.
This case will not have a negative impact on the company's current profit or later profit, and the specific impact shall be subject to judicial judgments, audit opinions, etc. Investors are advised to make cautious decisions and pay attention to investment risks.
hereby announced.
Board of Directors of Shanghai Dazhihui Co., Ltd.
November 23, 2021
8
8
8
hmtgage, Shanghai Pudong New District.
Zhang Changhong, male, born in March 1958, was the chairman, general manager and legal representative of Dazhihui at that time, address: Tianhe District, Guangzhou City, Guangdong Province.
Wang Mei, female, born in May 1972, was the director, deputy general manager, and secretary of the board of directors of Dazhihui at that time, address: Baixia District, Nanjing City, Jiangsu Province.
Wang Rihong, male, born in October 1968, was the director and financial director of Dazhihui at that time, address: Pudong New District, Shanghai.
Hong Rong, male, born in April 1968, was the deputy general manager in charge of marketing at Dazhihui, address: Pudong New District, Shanghai.
Guo Renli, female, born in October 1979, was the manager of the Finance Department of Dazhihui at that time, address: Pudong New District, Shanghai.
Zhang Ting, female, born in December 1959, was the director of Dazhihui at the time, address: Pudong New District, Shanghai.
Shen Yu, male, born in April 1972, was the director of Dazhihui at the time, deputy general manager, address: Changning District, Shanghai.
Lin Junbo, female, born in October 1971, was a director of Dazhihui at the time, address: Gongshu District, Hangzhou City, Zhejiang Province.
Hurun, English name is Rupert Jasper Hoogewerf, male, British, born in May 1970, and was an independent director of Dazhihui at that time.
Mao Xiaowei, male, born in October 1952, was an independent director of Dazhihui at that time, address: Haidian District, Beijing.
Mi Xiuyu, female, born in November 1954, was an independent director of Dazhihui at that time, address: Changning District, Shanghai.
Li Jiaoyu, male, born in February 1958, was the chairman of Dazhihui at the time, address: Futian District, Shenzhen City, Guangdong Province.
Shen Jian, male, born in September 1974, was the director and supervisor of Dazhihui's compliance at the time, address: Pudong New District, Shanghai.
Yang Hongwei, male, born in June 1976, was the director and supervisor of the Dazhi Intelligence Department at that time, address: Luyuan District, Changchun City, Jilin Province.
In accordance with the relevant provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law), our association investigated and tried Dazhihui's violation of securities laws and regulations, and informed the parties of the facts, reasons, basis for the administrative penalty and the rights enjoyed by the parties in accordance with the law. He held a hearing at the request of the parties and listened to the statements and defenses of the parties and their agents. The investigation and trial of this case have now ended.
It was found that Dazhihui had the following illegal facts:
On February 26, 2014, the second board of directors of Dazhihui reviewed and approved the 2013 annual report. On February 28, 2014, the 2013 annual report disclosed by Dazhihui showed that Dazhihui achieved operating income of RMB 894,262,281.52 and total profit of RMB 42,921,174.52. After investigation, Dazhihui inflated the profit in 2013 by promising a "full refundable" sales method, marketing in the name of "new stocks", postponing the confirmation of year-end bonuses and underestimating current costs and expenses, etc., and inflated the profits of 2013 by 120,666,086.37 yuan, accounting for 281% of the total consolidated profit disclosed to the public that year.
. In 2013, Dazhihui confirmed revenue in advance of RMB 87,446,901.48, inflated profits by RMB 68,269,813.05
In December 2013, Dazhihui formulated a marketing policy with the terms "If you are not satisfied before March 31, 2014, you can get a full refund" for software products with a price of more than RMB 38,000 (38,000 strategy investment terminal, 98,000 yuan investor institutional version, 198,000 yuan investor VIP version, and 580,000 yuan investor Supreme Investment Advisory Edition). From December 3 to 11, 2013, this marketing policy was publicly promoted on the official website of Dazhihui; although the "full refundable" clause was deleted from the website at the request of Dazhihui's management, throughout December 2013, sales personnel in all marketing areas of Dazhihui promised customers that they "full refundable" during marketing.
If the possibility of a customer refund cannot be predicted, Dazhihui will still recognize all sales as meeting the revenue recognition conditions and recognize them as current sales revenue according to the revenue recognition method. This led to the early recognition of Dazhihui's revenue of RMB 87,446,901.48 in December 2013, with the contract amount involved being RMB 138,443,830.90. The details are as follows:
(I) Conditions and methods for confirming the main business income
Dazhi collects all payments from customers before providing financial information and data services, including securities information initialization fees and subsequent maintenance fees. The initialization fee for securities information collected by the company is recognized when the customer obtains authorization (the authorization method is to enable PC software or WEB software and the corresponding services are started to be provided). The subsequent maintenance and operation fee of the income is recognized in installments within the period of service provision according to the agreed proportion.
Dazhi establishes a ledger based on the monthly sales records that meet the revenue recognition conditions. 60% of the total contract amount is recognized as the current income as the initialization fee, and 40% is the service income. An installment amortization table is established based on the service period and revenue is recognized on a monthly basis.
(II) Dazhihui's total profit in 2012 and the first 11 months of 2013 was negative. In December 2013, the company achieved a significant increase in sales revenue and achieved annual profits
In 2013, Dazhihui's (consolidated financial statements) had a total revenue of RMB 541.069 million, and the total profit was -188.964 million, and the fourth quarter revenue was RMB 353.1934 million, the total profit was RMB 231.8851 million, and the total profit was RMB 42.9211 million. In the fourth quarter, the revenue accounted for 39.49% of the annual revenue and the profit accounted for 540.26% of the annual revenue.
Among them, one of the main reasons for the increase in revenue and profits of Dazhi (consolidated financial statements) in the fourth quarter was that Dazhi directly sold software and provided investment advisory services in December.
(Wednesday) From December 3 to December 11, 2013, Dazhihui promised a full refund
In December 2013, Dazhihui's official website held a promotional campaign under the name of "End of the Year Carnival, Million of Cash Concessions". On December 3, Tu Mouyu, a graphic designer of the Product Operation Center of Dazhihui Platform, assigned work tasks to his subordinates Cai Moubin and Qin Moujing, and asked him to add a full refund activity reminder on the promotional webpage. Cai Moubin and Qin Moujing will ask Chen Moushuang, the development engineer of the web development department, to inform Chen Moushuang, through QQ, of the specific handling.
On December 11, 2013, Qin Moujing and Zeng Mou asked Chen Moushuang to delete the "full refundable" text terms on the web page containing the words "full refundable". During the process of Zeng urging Chen to delete the slogan "full refundable" through QQ, he mentioned that Zhang Changhong, chairman and general manager of Dazhihui, Hong Rong, deputy general manager in charge of sales, and Li Mougen were paying attention to the deletion of the slogan "full refundable" slogan.
When Hu Mouxin purchased the software product of Dazhihui of 198,000 yuan in December 2013, he took a mobile phone and kept a promotional webpage with the words "full refundable".
Big Smart Customer Wang Moujun provided a screenshot of his saved Big Smart official website "full refundable" through email.
(IV) In December 2013, sales staff promised to customers that as of March 31, 2014, if the feedback on the product in the event did not meet expectations, a full refund could be made by
Hi Smart Beijing Branch employees Liu Mouyang, Wang Moulong, Liu Mouxia, Zhao Mouchao, Lin Mou, Li Moumei, Shi Mouwu, Yang Moulin, Shang Moumin, Kang Mou, etc. all said that in December 2013, the company had told them that during the sales process, they could promise to customers that they could purchase the software within three months (as of March 31, 2014), if the customer was not satisfied with the software product, they could refund them in full. This sales policy has been implemented throughout December 2013.
(V) Proof of the promise of a full refund to the Dazhi Marketer
According to the on-site interviews with the 30 selected customers who refunded the large amount (more than 198,000 yuan) of the 30 customers, 18 of which reported that during the marketing of the software products (including investment consulting services) by Dazhi Telephone Marketers, they all mentioned that if they are not satisfied with the product (or investment consulting services), they can refund the money unconditionally before March 31, 2014 (within 3 months).
Dazhihui signed a written contract with some on-site payment customers; and signed an electronic contract with some online ordering customers. After investigation, in the two forms of contract text, neither Dazhihui nor the customer had any terms and conditions that the software purchased can be refunded unconditionally before March 31, 2014.
(VI) The email stored in the computer of Li, the manager of the Dazhi Intelligent Finance Department, showed that the company had measures to deal with possible refunds in December 2013
At 17:43 on December 11, 2013, Yao, who was the deputy general manager of marketing, sent an email to Wang, Li Mougen, Shen Jian, Guo Renli, Hong Rong and others entitled "About the refund of the investor series products - hardware processing issues". The email mentioned that "the relevant leaders of the company communicated and confirmed that when refunding the three products (98,000 Investor Institutional Edition, 198,000 Investor VIP Edition, and 580,000 Investor Supreme Investment Advisory Edition), the hardware processing method is as follows: If a customer refunds, two methods can be selected to handle the hardware: 1. The relevant hardware is not returned, and the hardware value is deducted from the refund (98,000 hardware is 11,100 yuan, 198,000 hardware is 19,500 yuan, and 580,000 hardware is 25,100 yuan); 2. If the customer strongly requests to return it together with the hardware, it can be handled in accordance with the original hardware plus software refund process. "
(VII) In February 2014, in a sales contract dispute case with Dazhihui as the defendant, Dazhihui admitted the promised customer refund matters
On December 10, 2013, Dazhihui customer Zhang Guang purchased Dazhihui's 38,000 yuan software product through telephone marketing by Zhang. On December 17, when Zhang Mouguang requested a refund, the two parties failed to reach an agreement on the refund method, so Zhang Mouguang sued Dazhihui Beijing Branch on February 10, 2014.
plaintiff Zhang Mouguang provided the court with his recordings with Dazhi Sales staff as evidence. In the recorded text summary, Dazhihui sales staff promised that they could refund the purchase of the software, and said that the promised matters were marked on the official website. During the trial, Dazhihui also recognized the matter of "users who are not satisfied with the software before March 31, 2014 can refund them."
. In 2013, Dazhihui inflated sales revenue by 2,872,486.68 yuan, and inflated profit by 2,780,279.86 yuan
of the 130 Dazhihui customers who were willing to accept on-site inquiries said in the transcript: In December 2013, at the invitation of Dazhihui telemarketers, they participated in Dazhihui's concentrated investment in new shares, or purchased Dazhihui's financial products that promised high returns. After investigation, Dazhihui directly inflated the above-mentioned payments in 2013's revenue by 2,872,486.68 yuan in the name of software product sales, and did not truly reflect the above-mentioned business situation. The 12 Dazhihui customers said in the transcript that the money they paid to Dazhihui was not the software purchase, nor did they actually use the software products provided by Dazhihui.
After investigation, some customers who purchased the software in 2013 remittances to Dazhihui were completely inconsistent with the nature of the software purchased, such as "new stock funds", "margin", "investment and financial management", "helping the company avoid ST", etc. At the same time, the revenue recognized by Dazhi in 2013 was RMB 2,872,486.68, and all refunds were made at the customer's request in the future.
. Dazhihui uses the framework agreement to inflate revenue and profits in 2013 by 943,396.23 yuan
On December 24, 2013, Dazhihui and Beijing Sunshine Hengmei Advertising Co., Ltd. (hereinafter referred to as Sunshine Hengmei) signed the "Sunshine Hengmei-Dazhi Hui Cooperation Contract" (hereinafter referred to as "Cooperation Contract"), with a contract amount of 4 million yuan. On December 31, 2013, Dazhihui confirmed the main business income of RMB 2,830,188.60 based on the contract and the invoice issued by the 3 million yuan. After the auditing agency shared the revenue recognized by Dazhihui based on the service time from September 1, 2013 to December 31, 2014, it reduced the revenue by RMB 1,886,792.37 to deferred income.
According to the inquiry transcript of Sunshine Hengmei employees, Sunshine Hengmei is an advertising agency. The "Cooperation Contract" is only a framework contract. It requires the actual advertising delivery needs of customers to be implemented, and will sign a separate contract with Dazhihui according to the specific needs of the customers. From September to December 2013, Sunshine Hengmei did not represent customers to actually advertise to Dazhihui.
According to the emails from Guo Renli and Dazhiwei employee Song on February 13, 2014, Guo Renli asked Song to create a false advertising resource consumption schedule, and Song cooperated with Sunshine Hengmei to confirm.The schedule shows that from September to December 2013, Sunshine Hengmei has consumed 3 million yuan of smart advertising resources.
In summary, the above-mentioned audit adjusted income confirmed by Dazhihui is 943,396.23 yuan as false income.
. Dazhi reduces accrued costs and expenses in 2013, inflated profits by 24,954,316.65 yuan
Dazhi will pay 31,241,057.90 yuan (including personal income tax) in January 2014 and include the cost and expenses in 2014, and will pay 6,286,741.25 yuan (including personal income tax) in January 2013 and include the cost and expenses in 2013.
Article 4 of the "Enterprise Accounting Standard No. 9 - Employee Salary" (2006 edition) stipulates that "the enterprise shall recognize the employee compensation paid as a liability during the accounting period when the employee provides services to him." According to Zhang, senior manager of the Human Resources Department of Dazhihui, the amount of Dazhihui's year-end bonus is basically determined before December 31, 2013, that is, the additional salary is paid, and the scope of the person who pays the year-end bonus is based on the persons who are currently working at the end of 2013. Therefore, Dazhihui included the year-end bonus obligations that already existed on December 31, 2013 and the amount was basically determined into the costs and expenses in 2014, which could not truly and accurately reflect the company's operating conditions and results in 2013.
In summary, Dazhihui undercounted the cost of 24,954,316.65 yuan in 2013.
. In 2013, Dazhihui related projects were not completed, inflated revenue by 15,677,377.40 yuan, inflated profit by 15,468,181.70 yuan
In November 2013, Dazhihui's subsidiary Shanghai Dazhihui Information Technology Co., Ltd. (hereinafter referred to as Dazhihui Information Technology) signed a contract with Tianjin Bohai Commodity Exchange Co., Ltd. (hereinafter referred to as Bohai Commodity Exchange) and became a member of Bohai Commodity Exchange, and paid a one-time management software usage fee of 20 million yuan; in the same month, Dazhihui signed a contract with Bohai Commodity Exchange, and Dazhihui provided relevant products and services to Bohai Commodity Exchange and charged Bohai Commodity Exchange 20 million yuan. On December 9, 2013, Dazhihui Information Technology remitted 20 million yuan to Bohui Commodity Exchange. The next day, Bohui Commodity Exchange transferred the 20 million yuan to Dazhihui. Dazhihui recorded it as its main business income after receiving the tax deduction. The content and actual implementation status of the cooperation agreement between Dazhi and Bohui Commodity Exchange are as follows: First, Dazhi designed corporate promotional videos and training videos for Bohui Commodity Exchange. The actual corporate promotional video was completed in April 2014, and the training video was not produced; Second, Dazhi created the "Bhui Commodity Exchange Spot Investment" column for Bohui Commodity Exchange. In 2013, Dazhi did not complete the five working days trial broadcast agreed in the agreement; Third, Dazhi provided Bohui Commodity Exchange with no more than 3 indexes to the research, compilation, release and maintenance work, and Dazhi did not fulfill the obligations agreed in the contract in 2013; Fourth, Dazhi provided Bohui Commodity Exchange with 3 sets of DTS Dazhi strategy trading platform products and 225 sets of Dazhi financial terminal products to Bohui Commodity Exchange. In fact, Dazhi did not send the product's account name and password to Bohui Commodity Exchange until March 12, 2014.
In February 2014, when the contract had not been fulfilled, Dazhihui asked Bohai Commodity Exchange to cooperate to provide the project cooperation acceptance confirmation letter and reverse the acceptance date to December 31, 2013. The project cooperation contract between Dazhihui and Bohai Commodity Exchange was not actually performed or was not completed in 2013, thereby inflated the 2013 revenue by RMB 15,677,377.40.
. Dazhihui Information Technology confirmed the purchase date in advance, inflated the total profit of the consolidated financial statements in 2013 by 8,250,098.88 yuan, and inflated goodwill 4,331,301.91 yuan
Dazhihui Information Technology began to acquire 70% of the equity of Mintai (Tianjin) Precious Metals Operation Co., Ltd. (hereinafter referred to as Tianjin Mintai) for RMB 70 million. On September 29, Tianjin Mintai new and old shareholders, Dazhihui Information Technology, Yang Mouping and Zhang Mouyong signed the "On Buy" The Agreement on Selling 70% of the registered capital of Mintai (Tianjin) Precious Metals Operation Co., Ltd. (hereinafter referred to as the "Sales Agreement"); on October 8, Dazhihui announced the "Sales Agreement" to the public; on October 15, Dazhihui Information Technology paid the first acquisition of RMB 40 million, accounting for 57.14% of the total transfer price, and paid the final payment of RMB 30 million on October 31; on November 4, the new and old shareholders of Tianjin Mintai completed the equity transfer procedures, Tianjin Mintai held a new shareholder meeting, passed the new articles of association and appointed a new management team; on November 4, Tianjin Mintai went to the Industrial and Commercial Administration Bureau of Tianjin Binhai New District, applying for the registration procedures for equity change; on November 15, Tianjin Mintai obtained the changed "Enterprise Legal Person Business License". In this matter, Dazhihui Information Technology will include Tianjin Mintai financial statements in the scope of Dazhihui Information Technology's merger on October 1, 2013 as the purchase date.
According to Article 2 of the "Guidelines for Application of Enterprise Accounting Standards No. 20 - Enterprise Mergers", Dazhihui Information Technology did not control Tianjin Mintai before November 4, 2013. According to the "State Note" provided by Dazhihui, the purchase date was adjusted from October 1, 2013 to November 1, and the total profit of the consolidated financial statements will be reduced by 8,250,098.88 yuan, and goodwill will be reduced by 4,331,301.91 yuan.
or above facts, including evidence proving that Dazhihui's 2013 annual report, relevant financial statements and vouchers, meeting minutes, contracts, company announcements, situation descriptions, Dazhihui's official website web page screenshots, employee emails and work records, litigation case materials, industrial and commercial registration materials, and relevant personnel inquiry records, etc., are sufficient to determine.
The above-mentioned behavior of Dazhi violates Article 63 of the Securities Law on "the information disclosed by issuers and listed companies in accordance with the law must be true, accurate and complete, and there must be no false records, misleading statements or major omissions", and constitutes the illegal act of "the issuer, listed company or other information disclosure obligor failing to disclose information in accordance with the regulations, or the disclosed information has false records, misleading statements or major omissions". Zhang Changhong, Chairman, General Manager and Legal Representative of Dazhihui, Wang Mei, Director, Deputy General Manager and Secretary of the Board of Directors, Wang Rihong, Director and Financial Director of Dazhihui, Hong Rong, Deputy General Manager in charge of marketing, Guo Renli, Manager of Dazhihui, is the supervisors directly responsible for the above-mentioned information disclosure violations of Dazhihui. Directors Zhang Ting, Shen Yu, Lin Junbo, Hu Run, Mao Xiaowei, Mi Xiuyu and supervisors Li Jiaoyu, Shen Jian, and Yang Hongwei who participated in the review and approval of the 2013 annual report and signed the annual report are other directly responsible persons.
Dazhi put forward the following reasons in the hearing and defense materials, requesting exemption from punishment:
(I) Dazhi did not confirm the software sales revenue in advance.
. The company level has not formulated a sales policy of "full refund can be made before March 31, 2014".
(1) The contract signed by Dazhihui and the customer does not include this clause. In December 2013, the company promptly stopped the sporadic violations found and punished individual sales personnel for privately promising full refunds.
(2) Promotional web page containing the words "full refundable" has never been uploaded to the company's official website.
(3) Most of the refunds for Dazhi's sales in 2013 occurred after March 31, 2014, and they all signed a "Refund Agreement" with the customers.
(4) During the trial of the relevant litigation case on February 10, 2014, Dazhihui staff recognized the full refund matter in order to avoid intensifying the conflict, which cannot be the basis for determining Dazhihui's recognition of the existence of the sales policy. 2. Web page promotion only involves refund terms, and even if the content is published, it is not complete. According to the written contract, the date when the customer has the right to refund is 5 working days, so Dazhihui has the right to confirm the software sales revenue in December 2013. 3. Even though Dazhihui posted an activity reminder on its official website that it can be refunded unconditionally by March 31, 2014, the time for customers to have the right to refund is as late as March 31, 2014. In fact, most customers’ refunds occur after March 31, 2014, so Dazhihui should not be considered to have confirmed revenue of RMB 87,446,901.48 in advance. 4. In December 2013, the total profit generated by deducting the corresponding costs and expenses was -16,222,448.66 yuan.
(II) Dazhihui and 12 customers have signed software sales contracts and have fulfilled their contractual obligations as agreed. Because the customer is unwilling to continue using the software, he then negotiated a refund based on the signed "Refund Agreement". The summary of the 12 customers questioned and questioned when remitting money was not abnormal.
(III) As long as Dazhihui schedules advertising resources for Sunshine Hengmei during the period agreed in the "Cooperation Contract", even if Sunshine Hengmei does not actually publish or publish advertisements on behalf of the agent, Sunshine Hengmei should pay the fee to Dazhihui. The schedule confirmed by Sunshine Hengmei's stamp shows that from September to December 2013, Sunshine Hengmei has consumed 3 million yuan of Dazhi advertising resources, which is enough to prove that Dazhi has actually fulfilled the contract agreement. The 943,396.23 yuan of revenue finally confirmed by Dazhihui complies with the relevant provisions of the "Enterprise Accounting Standards".
(IV) The year-end bonus issued in January 2014 is included in the cost and expenses of the year in accordance with the provisions of accounting standards. 1. The time when Dazhihui determined and distributed bonuses was in January 2014, and the corresponding number of employees was 1,852, which was inconsistent with the number of employees at the end of 2013. The statement that the number of people who paid bonuses was determined on December 31, 2013 was inaccurate. 2. The main purpose of bonus payment is to motivate employees and retain talents. It is essentially a subsidy issued in 2014, not a salary issued by employees in 2013. 3. The labor contract between Dazhihui and employees does not stipulate the obligation to pay bonuses. Dazhihui cannot estimate whether to issue bonuses and the amount of bonuses at the end of 2013. Therefore, the bonuses issued in early 2014 should not be included in the costs and expenses of 2013. 4. Dazhi's accounting treatment of the bonuses issued in January 2014 is in line with the "principle of historical consistency" and is not to embellish the performance.
(V) In accordance with the provisions and implementation of the "Project Cooperation Agreement", Dazhihui should confirm its income to Bocheng Commercial Exchange in 2013. 1. Dazhi only needs to complete the "design" of corporate promotional videos and training videos. 2. The "Bocommunication Exchange Spot Investment" column was completed in 2013. The information of four pilot videos before December 31, 2013 was displayed in February 2014. The time when Dazhihui staff retrieved and re-uploaded it from the company's servers was not the actual production, creation and trial broadcast. 3. The completion of the index "research and development" work should be regarded as the full performance of contractual obligations and the failure to continue to carry out the contract is unilaterally caused by Bolibu Commodity Exchange. 4. On December 24, 2013, Dazhihui opened the activity permissions for Bohui Commodity Exchange for 225 sets of software products and 3 sets of DTS software products. On December 27, 2013, Dazhihui sent three sets of DTS equipment to Bocheng Commercial Service. Dazhihui has fulfilled its contractual obligations to deliver software products and DTS equipment in 2013. The use of Bohui Commercial Exchange does not affect the fact that Dazhihui performs the contract as agreed.
(Sixth) On October 29, 2015, the "State Note" issued by Yang Mouping and Zhang Mouyong, the former shareholders of Tianjin Mintai, both confirmed that Dazhihui Information Technology had actually controlled Tianjin Mintai's financial and asset management work in October 2013. Therefore, the date when all parties handled the necessary property transfer procedures and the date when Dazhihui Information Technology obtained the actual control of Tianjin Mintai was October 2013. Dazhihui Information Technology has the right to determine October 1, 2013 as the purchase date, and did not merge Tianjin Mintai’s financial statements and inflated profits in advance.
I would think that the above defense reasons for Dazhihui are not valid:
(I) Dazhihui confirmed the software sales revenue in 2013 in advance. 1. Dazhihui has formulated and promoted the "full refundable" sales policy. (1) In December 2013, Dazhihui official website publicly promoted the sales policy of "full refundable" and confirmed the program codes and related work records written by employees of Dazhihui technology department, web photos containing "full refundable" content submitted by Dazhihui customers and customer transcripts. The relevant work records of Dazhihui employees show that Dazhihui Chairman Zhang Changhong and other personnel are paying attention to the removal of the "full refundable" slogan from the web page. (2) Dazhihui has publicly promoted the "full refundable" sales policy on other occasions, and the "full refundable" promotional poster photos provided by Dazhihui customers are evidenced. (3) The "full refundable" sales policy covers all sales areas of Dazhihui, and will continue to be implemented after December 2013 after the slogan was removed from Dazhihui website. The records of Dazhihui sales personnel, Dazhihui customers and other records are evidenced. 2. The large refund after the Dazhihui period takes place more than 5 working days agreed in the contract. Dazhihui has not implemented the refund terms stipulated in the written contract in practice, which essentially constitutes a change to the written contract terms. 3. Since this sales policy is a newly formulated marketing policy by Dazhi, if the possibility of future refunds is estimated without any basis for historical data, the resulting revenue should be recognized at the end of the return period, that is, on March 31, 2014. 4. When Dazhi calculates profits in December 2013, it calculates the deduction items for December 2013 based on the cost and expenses for the whole year of 2013, and the calculation results are incorrect.
(II) According to the transcript of 12 customers, this part of the transaction is the customer funds obtained by Dazhihui sales personnel in the name of "new stocks" and "financial management". They did not provide corresponding products or services. They have also refunded them at the request of the customers in the subsequent request. The summary of the notes for the 12 customers when remitting money has the words "new stocks" and other words. Customers signing a software purchase contract for re-signing software products is not to purchase Dazhihui's software products, so Dazhihui cannot include non-authentic software sales in 2013 product sales revenue.
(III) According to the "Cooperation Contract", the inquiry records of relevant staff of Sunshine Hengmei, and the emails of relevant employees of Dazhihui, the "Cooperation Contract" is only a framework contract, and the schedule is provided by Dazhihui. Sunshine Hengmei stamped the schedule to cooperate with Dazhihui's process, and no advertisements were actually placed to Dazhihui from September to December 2013. Dazhi has inflated related advertising revenue.
(IV) Accounting treatment for year-end bonuses. 1. In December 2012, Dazhihui made an offer to issue a 2012 bonus of 10,188,666.00 yuan. Dazhi's handling of year-end bonuses does not have the so-called "historical consistency". 2. On December 24, 2013, an email sent by Guo Renli to Wang Rihong showed that relevant personnel of Dazhihui paid attention to the accounting treatment of the year-end bonus in 2013 and were considering whether to solicit opinions from the auditing agency. It can be seen that in December 2013, Dazhihui had a motion to issue the 2013 year-end bonus. 3. The journal voucher for Dazhihui on January 29, 2014 shows that the year-end bonus was issued. 4. The amount of Dazhihui's year-end bonus in 2013 accounted for more than 50% of the total disclosed profits that year, and the amount was significantly significant.
(V) There is no evidence to prove that Dazhihui has fulfilled the contractual obligations agreed in the Project Cooperation Agreement in 2013. 1. The agreement stipulates that the design of the promotional video includes large-scale shooting, three-dimensional production, animation production, etc. The corporate promotional video produced by Dazhihui for Bolibusiness was completed in April 2014, and the training video was not produced. 2. The survey shows that Dazhi only completed two pilot episodes in December 2013, and Dazhi did not provide evidence to prove that it had completed six pilot episodes in December 2013. 3. Bohai Commodity Exchange and Dazhi have not actually cooperated in index development. 4. On December 27, 2013, Dazhihui sent three sets of DTS equipment to Bohui Company and has not been installed on the door. The account names and passwords of the 3 sets of DTS and 225 sets of Dazhi Company were sent to Bohui Company by mail on March 12, 2014.
(VI) About Tianjin Mintai matters.1. According to Article 5 of the "Sales and Purchase Agreement" signed by Yang Mouping, Zhang Mouyong and Dazhihui Information Technology on September 29, 2013: 5.1 The date on which the equity transfer under this agreement is issued by the relevant industrial and commercial authorities for such equity transfers to the target company is the date of completion of the equity transfer (hereinafter referred to as the completion date). On March 5, 2014, the Industrial and Commercial Bureau issued a certificate: "Mintai (Tianjin) Precious Metals Operation Co., Ltd. applied for the registration of equity and paid-in capital change on November 4, 2013." On November 15, 2013, Tianjin Mintai obtained the changed "Enterprise Legal Person Business License". 2. According to Article 5 of the "Sales Agreement": 5.5 The seller (Yang Mouping, Zhang Mouyong) promises that on the day of completion, the management of the target company (Tianjin Mintai) will immediately instruct the management of the target company (Tianjin Mintai) to open all the company assets, seals, books, documents and other items under its management to the buyer's representative, and inform the buyer's representative in writing or oral without reservation of all the assets, financial, operation, technology and other information of the target company they know to the buyer's representative in writing or oral. Therefore, the time for the transfer of control rights should be the completion date, November 15, 2013. 3. The evidence submitted by the parties that has actually controlled Tianjin Mintai in terms of financial management, business management, asset management, and overall business strategy has no direct relationship with the determination of the merger and acquisition date. This part of the evidence cannot be overturned with the purchase date determined by the "Statement" issued by the original shareholders of Tianjin Mintai. In summary, the actual control of Tianjin Mintai was not transferred in October 2013, and Dazhihui Information Technology should not use October 1, 2013 as the purchase date.
Zhang Changhong proposed in the hearing and defense materials that as the chairman, general manager and legal representative of Dazhihui, he bears the main leadership responsibility for the illegal acts involved in the case, but has not actually participated and is directly responsible, and does not belong to the "directly responsible supervisor" stipulated in Article 193 of the Securities Law. At the same time, there is no subjective intention to violate the law, objectively the illegal circumstances are minor, and they will take the initiative to rectify and actively cooperate with the investigation afterwards, and request no administrative penalties.
I would think that as the chairman of Dazhihui, Zhang Changhong is mainly responsible for Dazhihui's information disclosure. During the hearing and defense, he failed to provide diligence and responsibility or there are reasons and evidence to mitigate the punishment, so he will not be adopted.
Wang Mei proposed in the hearing and defense materials that in the preparation, review and disclosure of the 2013 annual report, she carefully, rigorously and conscientiously performed the duties of the board secretary. During the preparation of the annual report, relevant personnel were urged to provide feedback many times, and the accounting supervisor Guo Renli made an explanation one by one on the issues found during the review. We have paid full attention to the content of the annual report, the board of directors' report, and the audit report, and have fulfilled our obligation of diligence and responsibility for information disclosure. At the same time, there is no subjective intention to violate the law and no administrative penalty is required.
I would believe that as a director, deputy general manager and secretary of the board of directors of a listed company, Wang Mei should bear the main responsibility for information disclosure matters of listed companies. His reasons for requesting a reduction of punishment lack evidence support and will not be adopted.
Wang Rihong and Guo Renli proposed in the hearing and defense materials that the illegal matters identified by Dazhihui are all judgments and decisions made based on accounting standards and their understanding of their professional financial knowledge, and there is no subjective intention of false statements. During his tenure, he has performed his duties diligently and responsibly as much as possible. At the same time, there is no subjective intention to violate the law, objectively the violation is minor, and the circumstances are proactively rectified and actively cooperated with the investigation afterwards, and requested no administrative penalties.
I would believe that as the financial director of a listed company, Wang Rihong is mainly responsible for the disclosure of annual reports, and there is currently no evidence to prove that he has been diligent and responsible, so he will not be adopted. As the financial manager of Dazhihui, Guo Renli is a direct participant in many illegal matters of Dazhihui. Her reason for requesting exemption from punishment is lacking evidence and will not be adopted.
Hong Rong proposed in the hearing and defense materials that as a salesperson, he cannot affect the recognition of financial revenue, and there is no evidence that he has signed or made any documents or commitments regarding "full refundable". The marketing department in charge of it issued a fine deal to the salesperson who made unconditional refunds in December 2013, which shows that neither Dazhihui nor himself allowed any salesperson to make a "full refundable" commitment in violation of regulations. At the same time, there is no subjective intention to violate the law and no administrative penalty is required.
I would think that as the deputy general manager in charge of the marketing department, Hong Rong is a direct participant in Dazhihui's early recognition of revenue through the marketing method that promises "full refundable". His reason for requesting exemption from punishment is lacking evidence and will not be adopted.
Directors Zhang Ting, Shen Yu, Lin Junbo, independent directors Hu Run, Mao Xiaowei, Mi Xiuyu, and supervisors Li Jiaoyu, Shen Jian, and Yang Hongwei stated in the hearing and defense materials that they have never participated in or been aware of the illegal and irregular acts involved in this case, and have fulfilled their loyal and diligent obligations during their tenure, and actively cooperated with the investigation, and requested no administrative penalties.
I would think that Zhang Ting, Shen Yu, Lin Junbo as directors, Hu Run, Mao Xiaowei and Mi Xiuyu as independent directors, Li Jiaoyu, Shen Jian and Yang Hongwei as supervisors should implement necessary and effective supervision of the company's information disclosure matters and assume responsibility for the company's illegal information disclosure behavior; the above-mentioned persons did not provide sufficient evidence to prove that they were diligent and responsible, and the reasons for defense were not adopted. At the same time, the situation of the penalty measurement is different from the above-mentioned directly responsible supervisor.
Based on the facts, nature, circumstances and degree of social harm of the parties' illegal behavior, and in accordance with the provisions of Article 193, paragraph 1 of the Securities Law, I will decide:
. Order Dazhihui to correct, give a warning, and impose a fine of 600,000 yuan.
2. Warn Zhang Changhong and fined 300,000 yuan.
3. Warned Wang Mei and Wang Rihong and fined 200,000 yuan respectively.
4. Warned Hong Rong and Guo Renli and fined 100,000 yuan respectively.
. Zhang Ting, Shen Yu, Lin Junbo, Hu Run, Mao Xiaowei, and Mi Xiuyu were given warnings and fined 50,000 yuan respectively.
. Li Jiaoyu, Shen Jian and Yang Hongwei were given warnings and fined 30,000 yuan respectively.
The above-mentioned parties shall transfer the fine to the China Securities Regulatory Commission (the bank account opening: China Securities Regulatory Commission Headquarters Branch, account number: 7111010189800000162, which is directly handed over to the state treasury) within 15 days from the date of receipt of this penalty decision, and send a copy of the payment voucher with the name of the party to the China Securities Regulatory Commission Inspection Bureau for filing. If the parties are dissatisfied with this penalty decision, they may apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receipt of this penalty decision, or they may directly file an administrative lawsuit with the people's court with jurisdiction within 6 months from the date of receipt of this penalty decision. During the reconsideration and litigation period, the above decision will not be suspended.
China Securities Regulatory Commission
July 20, 2016
Source from: "Investment banking business information "
