1
Facts that violate the law
1. Zhonggong Education and five companies including Shaanxi Guancheng formed related parties 1. When Shaanxi Guancheng Industrial Co., Ltd. was in Zhonggong Education in June, 20 19, director Shi Lei arranged for others to acquire all the shares of Shaanxi Guancheng Industrial Co., Ltd. (hereinafter referred to as Shaanxi Guancheng). The acquisition funds come from Li Yongxin, chairman of Zhonggong Education, and Wang Zhendong, legal representative, general manager and director of Zhonggong Education. The bank accounts of these people are kept and transferred by Wang, an employee of Zhonggong Education and Finance Department.
After the acquisition, Shi Lei arranged for Zhonggong Education to be responsible for the custody operation and daily expense reimbursement of UCL's account in Guancheng Bank, Shaanxi Province.
2.2065438+In July 2008, my friend Mr. Zhao bought all the shares of Beijing Chuangsheng Building Decoration Engineering Co., Ltd. (hereinafter referred to as Beijing Chuangsheng) by means of stock right purchase.
After the acquisition is completed, it is planned to provide Beijing Chuangsheng with daily operating funds, arrange for Wang and others to keep and operate Zhao's Huaxia Bank account U shield and Beijing Chuangsheng Huaxia Bank account U shield, and be responsible for the salary calculation and payment of Beijing Chuangsheng personnel.
In addition, Beijing Chuangsheng's main business comes from contracting the renovation projects of Zhonggong Education Branches all over China.
3. Shanghai Beiding Network Technology Co., Ltd. and Ji 'an Economic Development Zone Lixiangxue Financial Information Service Co., Ltd. 20 19 In July, Shi Lei arranged for others to set up Shanghai Beiding Network Technology Co., Ltd. (hereinafter referred to as Shanghai Beiding) and Shanghai Beiding set up its subsidiary Ji 'an Economic Development Zone Lixiangxue Financial Information Service Co., Ltd. (hereinafter referred to as Ji 'an Lixiangxue) as a financial loan for China Catholic students.
The funds for the establishment of the two companies came from and arranged Wang's specific transfer operation. Instruct Wang and others to be responsible for the daily operation, finance and personnel management of the following two companies.
4. Liaoning Han Hui Industrial Co., Ltd. 2065438+In June 2009, Shi Lei arranged for others to set up Liaoning Han Hui Industrial Co., Ltd. (hereinafter referred to as Liaoning Han Hui) and started the project construction.
The start-up funds of Han Hui Land Use Right Acquisition Fund in Liaoning Province are provided by Shi Lei, and the sources of funds are Li Yongxin, etc. Han Hui bank account of Liaoning UCL is kept and operated by public educators in China arranged by Shi Lei.
In fact, these five companies are directly controlled by Shi Lei, Shi Lei is a natural person associated with listed companies, and the Measures for the Administration of Information Disclosure of Listed Companies (Order No.40 of CSRC) (according to the third paragraph of Article 71, Shaanxi Guancheng, Beijing Chuangsheng, Shanghai Beiding, Ji 'an Li Xiangxue and Liaoning Han Hui are legal persons associated with public education of listed companies.
Second, there are false records and major omissions in the company's disclosure report. On February 26, 2020, Zhonggong Education issued a temporary announcement on the acquisition of Shaanxi Guancheng? Jiuding International Building 1 Announcement (hereinafter referred to as the announcement), the board of directors of the company used its own funds of 383.06 million yuan, Guancheng, Shaanxi.
The relevant information is inconsistent with the actual situation and there are false records.
During 20 19 -2020, seven renovation project contracts were signed with Beijing Zhonggong Education Technology Co., Ltd. (hereinafter referred to as Beijing Zhonggong (Liaoning Zhongchengdi Development Co., Ltd.) and Beijing Chuangsheng, with a total contract price of 403,747.
On July 20 19 and February 2020, Beijing Zhonggong successively signed agreements with Shanghai Beiding and Ji 'an Li Xiangxue, agreeing to provide education consumption loans to China public education students in Shanghai Beiding and Ji 'an Li Xiangxue. After receiving the education consumption loan, Zhonggong pays the service fee to Haibeiding and Ji 'an Li Xiang University.
Among them, the service fee paid by Beijing Zhonggong in 20 19 was 34.588 million yuan, and in 2020 it was 2 1 1 million yuan.
In June 5438 +2020 10, the General Manager's Office of Zhonggong Education passed the Proposal on Cooperation between a wholly-owned subsidiary and Liaoning Han Hui Industrial Co., Ltd., and decided that Beijing Zhonggong and Liaoning Han Hui would jointly develop the Liaoning Future Learning City project, and Beijing Zhonggong would invest 200 million yuan in the construction project.
After signing an agreement with Han Hui, Liaoning Province, Jingzhonggong remitted 200,000,000 yuan to Han Hui, Liaoning Province on June 65438+1October 65438+July 2020.
On the whole, the related transactions of Zhonggong Education and its subsidiaries Beijing Zhonggong and Zhongchengdi with related parties Shaanxi Guancheng, Beijing Chuangsheng, Shanghai Beiding, Ji 'an Li Xiangxue and Liaoning Han Hui involved a total amount of 65,438+0,232,395,000 yuan, including 65,438+02 in 2065 and 438+09 in 2000.
The above facts can be proved by relevant personnel's inquiries, confirmation transcripts, bank statements, relevant contracts, announcements of listed companies and periodic reports.
2
Basis and results of punishment handled by CSRC
The above-mentioned behavior of Zhonggong Education violates Article 63 of the Securities Law of People's Republic of China (PRC) and Article 78, Item 2 of the Securities Law revised in 2005, which constitutes a false record and a major omission recorded in Item 2 of Article 197 of the Securities Law.
Director Shi Lei controls five related legal persons, including Guancheng, Shaanxi, and specifically plans and arranges related transactions between five companies and Zhonggong Education.
Chairman Li Yongxin authorized Shi Lei to be responsible for the investment and financing of Zhonggong Education and provide financial support for Shi Lei to carry out all related transactions. He knew that there was a relationship between Zhonggong Education and Shaanxi Guancheng, but the board of directors did not propose that the transaction was a related party transaction when considering the transaction.
Wang Zhendong, the director, general manager and legal representative, was fully responsible for the daily operation of the company, provided financial support for Shi Lei to carry out related party transactions, and acquiesced in Shi Lei's use of Zhonggong to educate personnel and financial personnel to provide convenience for related parties.
Luo Xue, as the chief financial officer, is in charge of the finance department, knowing that the financial personnel in the management department are convenient for related party transactions in Shi Lei.
Gui Hongzhi, secretary of the board of directors, is responsible for coordinating the company's information disclosure affairs, and failed to fulfill his due diligence obligation when participating in the deliberation of some related party transactions.
Shi Lei, Li Yongxin and Wang Zhendong are the persons in charge who are directly responsible for the illegal acts of educational information disclosure, while Luo Xue and Gui Hongzhi are other persons who are directly responsible.
According to the facts, nature, circumstances and social harmfulness of the illegal acts of the parties concerned, and in accordance with the provisions of the second paragraph of Article 197 of the Securities Law, Anhui Supervision Bureau of China Securities Regulatory Commission decided: 1. Zhonggong Education Technology Co., Ltd. was ordered to make corrections, given a warning and fined 4 million yuan. 2. Give a warning to Li Yongxin and Shi Lei and impose a fine of 2 million yuan respectively; 3. Give Wang Zhendong a warning and impose a fine of 6.5438+0 million yuan; 4. Gui Hongzhi and Luo Xue were given a warning and fined 500,000 yuan respectively.
According to tax Dacong, in this case, Zhonggong Education concealed the fact that it formed related parties with five companies including Shaanxi Guancheng, resulting in false records and major omissions in the public financial report.
Rules for the Compilation of Information Disclosure of Companies Offering Securities to the PublicNo. 15-General Provisions on Financial Reports [Announcement No.54 of CSRC [20 14]] Article 51, The contents and formats of information disclosure standards for companies offering securities to the public No.38 [Announcement of Securities Regulatory Commission [20 17] No.8] and the contents and formats of information disclosure standards for companies offering securities to the public No.2 annual report [Announcement of Securities Regulatory Commission [20 17] Article 40 stipulates:
In the end, Zhonggong Education and related responsible persons were warned and fined by the CSRC for administrative treatment totaling 6,543,800 yuan.
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