ericperssonpoker| Two listed companies were registered in one day! Jiayun Technology's sales of subsidiaries were not disclosed in a timely manner, and Shengtun Mining's annual report continued to be "distorted"

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Reporter | Shen Yun

On the evening of May 17th, Jiayun Technology (300242EricperssonpokerSZ) and Shengtun Mining (600711.SH) successively announced and received a "notice on file" from the China Securities Regulatory Commission (CSRC). According to relevant laws and regulations, the CSRC decided to file a case for investigation against the company because the company was suspected of violating the law and regulations in information disclosure.

As far as the reason for filing the case is concerned, neither of the two companies is clear, but there are signs from the recent developments of the two companies.

Jiayun Technology involves a number of violations.

Among them, Jiayun Technology just received the decision on administrative supervision measures of Guangdong Securities Regulatory Bureau on December 7, 2023 (hereinafter referred to as the decision).

The decision shows that Jiayun Technology failed to comply with the procedures for the review and disclosure of related party transactions and failed to disclose the sale of major asset restructuring and mergers and acquisitions subsidiaries in a timely manner. The follow-up important progress of joint investment with related parties has not been fully disclosed in a timely manner.EricperssonpokerThe chairman of the board of directors served in the indirect controlling shareholder in violation of the relevant regulations when he was also the secretary of the board. There are a number of violations such as inadequate implementation of the relevant regulations on the registration and management of insiders with inside information.

Among them, Jiayun Technology acquired Shenzhen Yun Space Technology Co., Ltd. (hereinafter referred to as "Cloud time and Space") through major asset restructuring in December 2015 and sold it for 51.14 million yuan in June 2021. All the funds of the transferee came from the wholly-owned subsidiary of Kaisa Industry Group, the company's indirect controlling shareholder, and the above related party transactions failed to go through the procedures of review and disclosure of related party transactions. Jiayun Technology on the major asset restructuring of the target time and space cloud transfer disclosure is not timely.

Second, Jiayun Technology and Chairman Guo Xiaoqun jointly funded the establishment of Shenzhen Metheus Game Technology Company (hereinafter referred to as Methews) in 2020, with a registered capital of 1 million yuan, the company holds a 60% stake, and Guo Xiaoqun holds a 40% stake.

After two capital increases, the registered capital of Metheus was changed to 50 million yuan, and the shareholding ratio remained unchanged.

In September 2021, the company signed a transfer agreement to sell its 60% Metheus stake, and after litigation mediation, the company finally signed an equity transfer termination agreement with the counterparty in April 2022 because the other party did not pay the equity transfer.

In February 2022, Guo Xiaoqun signed an agreement to sell his 40% stake in Metheus. As the important progress of disclosed related transactions, the company did not disclose in a timely manner the above-mentioned matters such as the sale of Metheus shares, follow-up litigation mediation, equity reversal and related parties' sale of their Metheus shares.

In addition, Jiayun Technology also has some behaviors such as Chairman Guo Xiaoqun's illegal appointment in the controlling shareholder during his duties as secretary of the board of directors, incomplete registration of insider information, incomplete registration of memoranda on major matters, inaccurate registration information of insider information, and so on.

As a result, listed companies and a number of then executives were issued warning letters.

Shengtun Mining Industry has adjusted its annual report for two consecutive years

With regard to Shengtun Mining, the company said that in April this year, the company received an order from Xiamen Securities Supervision Bureau to correct and issued a warning letter for administrative supervision measures, and the company has actively rectified and corrected the relevant errors on April 23, 2024. During the investigation period, the company will actively cooperate with the investigation work of the China Securities Regulatory Commission and fulfill its information disclosure obligations in strict accordance with regulatory requirements. At present, the production and operation of the company is normal, and the above matters will not affect the normal business activities of the company.

The previously issued decision on administrative supervision measures shows that during the period from 2021 to 2022, when Shengtun Mining Industry carried out the sales business of cobalt wet smelting intermediate products with relevant customers, the control of the goods was not substantially transferred when the goods were delivered to the relevant customers, the company recognized the revenue at the time of delivery, and the accounting treatment was inaccurate. The above-mentioned individual cobalt wet smelting intermediates sold to customers were bought back by a subsidiary of the company for production without merger offset.

As a result of the above-mentioned events, the company's recognized income in 2021 was more than 359 million yuan, accounting for 0.79% of the current operating income, and the more recognized profit was 194 million yuan, accounting for 7.15% of the total profit of the year. 84.149 million yuan of income was recognized in 2022, accounting for 0.33% of the operating income of the year. The total recognized profit was 139 million yuan less, accounting for 18.20% of the total profit for the year. As a result, the relevant financial information disclosed in the company's 2021 and 2022 annual reports is inaccurate.

As a result, Shengtun Mining was ordered to correct and issued a warning letter of administrative supervision measures.

According to the rectification notice disclosed on May 15, the company made prior accounting error corrections to the disclosed annual reports for 2021 and 2022 and quarterly financial data for 2023, and retroactively adjusted the financial data of previous years affected. Xin Yonghe Accounting firm (Special General Partnership) issued a "special note on the correction of pre-period errors in the financial statements of Shengtun Mining Group Co., Ltd. 2022".