China Securities Regulatory Commission’s decision on administrative punishment (Star Technology and its responsible personnel)
[2023] No.56
Party: Jiangxi Star Technology Co., Ltd. (hereinafter referred to as Star Technology), and its domicile is Building B1 of Zhoujiang Intelligent Manufacturing Industrial Park, Pingxiang Economic Development Zone, Pingxiang City, Jiangxi Province.
Liu Jianxun, male, born in December 1962, was then the chairman of Star Technology, and his address was Anyuan District, Pingxiang City, Jiangxi Province.
Liu Langwen, male, born in July 1973, was then deputy general manager and chairman of Star Technology, and his address was Longgang District, Shenzhen City, Guangdong Province.
Pan Qingshou, male, born in September 1969, was then the director and general manager of Star Technology, and his address was Xianyou County, Putian City, Fujian Province.
Yang Shuming, male, born in October 1965, was then the deputy financial director of Star Technology, the general manager of the financial center and the assistant to the president of the financial center. His address was Hecheng District, Huaihua City, Hunan Province.
Zhang Shaohuai, male, born in September 1969, was then the supervisor of Star Technology, and his address was Pingxiang Development Zone, Jiangxi Province.
Chen Meifen, female, born in May 1969, was then the financial director of Star Technology, and her address was Jiaojiang District, Taizhou City, Zhejiang Province.
Li Juan, female, born in March 1977, was a supervisor of Star Technology, and her address was Longhua District, Shenzhen City, Guangdong Province.
Wang Jun, male, born in August 1973, was then the deputy general manager of Star Technology, and his address was Nanshan District, Shenzhen City, Guangdong Province.
Dong Shenglian, male, born in July 1974, was then the financial director of Star Technology, and his address was xiangdong district, Pingxiang City, Jiangxi Province.
According to the relevant provisions of the Securities Law of People’s Republic of China (PRC) (hereinafter referred to as "Securities Law"), I will investigate and hear the illegal behavior of Star Science and Technology Information Disclosure, and inform the parties of the facts, reasons, basis and rights enjoyed by the parties according to law. At the request of the parties Liu Jianxun, Liu Langwen, Pan Qingshou and Yang Shuming, we held a hearing on February 24, 2023, and listened to the statements and arguments of the parties and their agents. The party Chen Meifen made a statement and defense, but did not ask for a hearing. The case has been investigated and the trial has ended.
It has been found that Star Technology has the following illegal facts:
On April 29th, 2020, Star Technology’s annual report for 2019 revealed that the operating income, operating cost and total profit during the reporting period were 6,343,779,400 yuan, 5,323,872,400 yuan and 154,217,800 yuan respectively. On April 24, 2021, Star Technology’s 2020 annual report revealed that during the reporting period, the operating income was 8,298,158,000 yuan, the operating cost was 7,178,026,100 yuan, and the total profit was 43,770,500 yuan.
First, Star Technology inflated its operating income and total profit.
(A) Star Technology fictional sales business, inflated operating income
In 2019, fictional sales businesses such as Jiangxi Yihong Electronic Technology Co., Ltd. (formerly known as Jiangxi Xingxing Technology Co., Ltd., hereinafter referred to as Jiangxi Xingxing) and Pingxiang Xingxing Touch Technology Co., Ltd. (formerly known as Xingxing Touch Technology (Shenzhen) Co., Ltd., hereinafter referred to as Star Touch) inflated their operating income by 1,383,816,600 yuan.
In 2020, Star Technology subsidiaries Jiangxi Star, Star Touch, Star Precision Technology (Shenzhen) Co., Ltd. (hereinafter referred to as Star Precision) and Guangdong Xingchi Optoelectronic Technology Co., Ltd. (formerly known as Guangdong Star Optoelectronic Technology Co., Ltd., hereinafter referred to as Guangdong Star) and other fictitious sales businesses inflated their operating income by 3,192,179,000 yuan.
(B) Star Technology fictional leasing and processing business, inflated operating income.
In 2019, Star Technology subsidiary Star Precision, Star Touch and other fictitious leasing and processing businesses inflated its operating income by 55,193,600 yuan.
In 2020, Star Technology subsidiary Star Precision, Star Touch and other fictitious leasing and processing businesses inflated its operating income by 65,813,200 yuan.
(C) Star Technology fictional procurement business, inflated operating costs
In 2019, Star Touch, Jiangxi Star, a subsidiary of Star Technology, made fictitious purchases with a total amount of 401,652,100 yuan.
In 2020, Star Touch, Star Precision, Jiangxi Star and Guangdong Star, subsidiaries of Star Technology, made fictitious purchases, totaling 1,573,714,200 yuan.
(D) Star Technology falsely reduced operating costs through false purchase discounts.
In 2019 and 2020, Star Touch, a subsidiary of Star Technology, agreed on false discounts with suppliers. Through false discounts, Star Technology reduced its operating costs by 4,199,100 yuan and 1,548,100 yuan in 2019 and 2020 respectively.
After investigation, through the above fictitious sales, fictitious leasing and processing business, fictitious purchase and false purchase discount, Star Technology inflated its operating income by 1,439,010,200 yuan in 2019, inflated its operating cost by 265,101,600 yuan, and inflated its total profit by 1,173,908,600 yuan (excluding adjustments such as taxes and period expenses), accounting for 220% of the disclosed operating income in the current period respectively. In 2020, Star Technology inflated its operating income by 3,257,992,200 yuan, inflated its operating cost by 1,594,928,300 yuan, and inflated its total profit by 1,663,063,900 yuan (excluding the adjustment of taxes and period expenses), accounting for 39.26% of the disclosed operating income, 22.22% of the operating cost and 32.22% of the total profit respectively.
Star Technology held the 33rd meeting of the 4th Board of Directors and the 15th meeting of the 4th Board of Supervisors on December 24th, 2021, reviewed and approved the Proposal on Correction of Accounting Errors in the Previous Period and disclosed the announcement of accounting errors correction on December 30th, 2021.
Second, Star Technology understated the impairment loss of goodwill.
Star Technology completed the acquisition of 100% equity of Star Touch and Star Precision in December 2013 and July 2015 respectively. As of December 31, 2019, the book balance of goodwill formed by Star Technology’s acquisition of Star Touch and Star Precision was 305,939,200 yuan and 569,983,200 yuan respectively. Star Technology’s 2019 annual report and 2020 annual report disclosed that the goodwill formed by Star Technology’s acquisition of Star Touch and Star Precision has not been impaired.
After investigation, through the above-mentioned fictitious sales, fictitious leasing and processing business, Star Touch inflated its income by 200,332,600 yuan and 188,883,400 yuan respectively in 2019 and 2020; In 2019 and 2020, Star Precision inflated its income by 281,745,300 yuan and 492,768,500 yuan respectively. In 2019 and 2020, Star Technology conducted the goodwill impairment test on Star Touch and Star Precision based on incorrect financial basic data, resulting in less provision for goodwill impairment loss.
On December 30, 2021, Star Technology disclosed the announcement of accounting error correction, and the goodwill formed by Star Technology’s acquisition of Star Touch and Star Precision was impaired on December 31, 2019 and December 31, 2020. After the correction, Star Technology made a supplementary provision for impairment loss of goodwill of RMB146,719,600 in 2019, including RMB49,010,100 for the goodwill formed by the acquisition of Star Touch and RMB97,709,400 for the goodwill formed by the acquisition of Star Precision. In 2020, the impairment loss of goodwill was 729,202,800 yuan, including 256,929,100 yuan from the acquisition of Star Touch and 472,273,700 yuan from the acquisition of Star Precision.
In summary, there are false records in the 2019 annual report and the 2020 annual report of Star Technology.
The above-mentioned illegal facts are proved by relevant periodic reports, financial materials, explanations of the situation, bank flow, transcripts of relevant personnel’s inquiries and other evidence, which is enough to be identified.
The above-mentioned behavior of Star Science and Technology violates the provision of Paragraph 2 of Article 78 of the Securities Law that "the information disclosed by the information disclosure obligor shall be true, accurate, complete, concise and clear, and easy to understand, and there shall be no false records, misleading statements or major omissions", which constitutes the behavior of Paragraph 2 of Article 197 of the Securities Law that "the report submitted or the information disclosed by the information disclosure obligor has false records, misleading statements or major omissions".
Liu Jianxun, then Chairman, Pan Qingshou, then Director and General Manager, Liu Langwen, then Deputy General Manager, then Chief Financial Officer Chen Meifen, then Supervisors Zhang Shaohuai and Li Juan guaranteed the truthfulness, accuracy and completeness of Star Technology’s 2019 annual report, and signed written confirmation opinions on the annual report.
Liu Langwen, then chairman, Pan Qingshou, then director and general manager, then Wang Jun, then deputy general manager, then Dong Shenglian, then chief financial officer, then supervisors Zhang Shaohuai and Li Juan, guaranteed the truthfulness, accuracy and completeness of the 2020 annual report of Star Technology, and signed written confirmation opinions on the annual report.
The directors, supervisors and senior managers of Star Technology violated the provisions of the third paragraph of Article 82 of the Securities Law and the provisions of Article 58 of the Measures for the Administration of Information Disclosure of Listed Companies, which constituted the situation described in the second paragraph of Article 197 of the Securities Law. Among them, Liu Jianxun, then the chairman, Pan Qingshou, then the director and general manager, and Liu Langwen, then the chairman, organized and implemented the illegal acts of Star Science and Technology Information Disclosure, and was the person in charge who was directly responsible for the illegal disclosure of Star Science and Technology Information. At that time, supervisors Zhang Shaohuai and Li Juan, then deputy general manager Wang Jun, then chief financial officers Chen Meifen and Dong Shenglian were not diligent in their duties, and they were other persons directly responsible for the illegal disclosure of information on Star Science and Technology.
From July 2019 to October 2021, Yang Shuming served as deputy director of finance, general manager of financial center and assistant to president of financial center. Although he was not a director, supervisor or senior manager of Star Technology, he played a major role in illegal activities of information disclosure of Star Technology, and was one of the main participants and implementers of illegal activities of information disclosure of Star Technology. According to Article 17 of the Rules for the Determination of Administrative Responsibility for Illegal Information Disclosure, if a company organizes, participates in or implements illegal information disclosure or directly leads to illegal information disclosure, it shall be determined as the directly responsible person in charge or other directly responsible personnel according to the situation. Yang Shuming is the other directly responsible person for illegal information disclosure of Star Science and Technology.
Liu Jianxun and his agent put forward in their statements and hearings: First, there is no subjective intention or subjective fault in carrying out illegal acts in Liu Jianxun, and the illegal disclosure of information by Star Technology was organized and instigated by others. Second, Liu Jianxun violated the law for the first time with slight harmful consequences and corrected it in time. Liu Jianxun resigned as the director and chairman of Star Technology in February, 2021, and Star Technology has committed illegal accounting errors in August, 2021, which should be regarded as timely termination of illegal acts. At the same time, the main purpose of Star Technology’s illegal disclosure is to avoid the serious consequences of delisting and facilitate bank financing. Star technology has been reorganized successfully, and the harmful consequences of illegal disclosure of information are slight. Third, the financial fraud of Star Technology occurred in 2019, and its punishment should be applied to the Securities Law of People’s Republic of China (PRC) revised in 2005. In summary, I request a mitigated punishment.
Liu Langwen and his agent put forward in their statements and hearings: First, Liu Langwen does not belong to the person in charge who is directly responsible for the illegal disclosure of scientific and technological information of Star. It did not participate in the preparation of the 2019 annual report and was not responsible for the preparation of the 2020 annual report. The financial fraud of Star Technology is inspired by others, and the relevant decisions have nothing to do with Liu Langwen. The signing of relevant reports is based on the requirements of others and the company, and I believe that the audit of professional accounting institutions will be checked. Second, Liu Langwen, as a professional manager, has no internal motivation and requirements for financial fraud. After taking over as chief financial officer and chairman, he has taken corresponding measures and put forward corresponding plans to squeeze the water out of financial statements as much as possible. Third, my life is difficult and I can’t afford to pay a high fine. In summary, I request a lighter punishment.
Pan Qingshou and his agent put forward in their statements and hearings: First, Pan Qingshou did not organize and implement the illegal information disclosure, and was unaware of the illegal information disclosure of Star Science and Technology, so he was not directly responsible; Second, Pan Qingshou did not participate in the company’s production, operation and management, but signed it under the impetus of others based on the professional opinions confirmed by financial personnel and audit institutions. In summary, I request exemption from punishment.
Yang Shuming and his agent put forward in their statements and hearings: first, inform the facts in advance that they are wrong. Yang Shuming has no illegal motive for making fraud, and all the fraud behaviors he has carried out are arranged by the company leaders and only play a secondary role. His behavior is a duty behavior, and the relevant responsibilities should be borne by the company and should not be recognized as the directly responsible personnel. Second, Yang Shuming has a variety of mitigating circumstances. He has repeatedly verbally requested to stop illegal activities; Cooperate with the company to take remedial measures, actively cooperate with the investigation of illegal acts, make meritorious deeds, and reduce harmful consequences. Third, the illegal acts in this case occurred in 2019 and 2020, and the Securities Law before the revision should be applied. To sum up, I request a reduction or exemption from punishment.
In her statement and defense, Chen Meifen pointed out that, first, I did not have the substantive management authority of the chief financial officer in 2019, and I did not understand the relevant situation of the 2019 annual report. In order to ensure a smooth transition, he left his post on June 9, 2020 after signing the 2019 annual report. Second, during his tenure, he actively fulfilled his due diligence obligations in accordance with regulations; Third, I can’t afford a fine of 800,000 yuan. In summary, I request exemption from punishment.
After review, I will think that:
(a) about Liu Jianxun’s statement and defense.
First, Liu Jianxun organized the company’s "annual report working group" to "beautify" financial statements; Signed the Business Intermediary Cooperation Agreement and the Decision on Data Adjustment of the Company’s 2020 Annual Report with the cooperative counterfeiting unit, and the evidence on file is sufficient to prove its illegal behavior in organizing and implementing Star Science and Technology information disclosure. Its defense that people are instructed to engage in illegal acts and have no subjective fault cannot be established.
Second, the total inflated profit of Star Technology in 2019 accounted for 761.20% of the total profit disclosed in the current period, which had serious harmful consequences. Star Technology’s self-examination and correction of accounting errors occurred after Liu Jianxun left his post in August 2021, but he did not take the initiative to eliminate or mitigate the harmful consequences of illegal acts, which did not meet the statutory mitigation or exemption from punishment.
Third, Star Technology’s 2019 annual report was disclosed on April 20, 2020. The illegal information disclosure occurred after the Securities Law revised in 2019 came into effect. It is not improper for me to apply the Securities Law revised in 2019.
(2) defense opinions about Liu Lang’s question
First, as the then financial director and chairman of Star Technology, Liu Langwen was a member of the company’s "annual report working group", and cooperated with the capital operation of "financial beautification" to organize and implement the illegal information disclosure of Star Technology. Liu Langwen’s defense of "squeezing the water in financial statements as much as possible" also proves that he knows and participates in illegal information disclosure. The excuse that it is not responsible for the preparation of the 2020 financial report, is instructed by others, and has no motivation for financial fraud cannot be established.
Second, we have comprehensively considered Liu Langwen’s illegal facts and his position and role in engaging in illegal acts, and made administrative penalties according to the facts, nature, circumstances and social harm of his illegal acts. There is nothing wrong with the amount of punishment.
(3) Arguments about Pan Qingshou
First, Pan Qingshou, as a member of the company’s "Annual Report Working Group", was responsible for internal and external coordination and organized and implemented the illegal information disclosure of Star Technology. Its defense that it did not organize the implementation of relevant illegal acts and did not know the relevant situation of Star Technology could not be established.
Second, Pan Qingshou, as the then director and general manager of Star Technology, should fulfill his duty of diligence, pay necessary attention to the relevant situation of the company, and ensure that the contents of the relevant annual report signed by him are true, accurate and complete. Believing in professional advice and signing under the impetus of others are not excuses.
(four) about Yang Shuming’s statement and defense.
First, Yang Shuming took the initiative to put forward the way of financial fraud, and was responsible for contacting relevant entities to cooperate with financial fraud, and coordinating the financial personnel of subsidiaries to implement it internally. Yang Shuming plays a major role in the illegal activities of Star Science and Technology Information Disclosure, and is one of the main participants and implementers of the illegal activities of Star Science and Technology Information Disclosure. The defense reasons such as performing duties and only playing a secondary role are not established.
Second, Yang Shuming’s cooperation in accounting error correction and investigation of Star Science and Technology in 2021 has been taken into account in the penalty.
Third, the illegal disclosure of Star Science and Technology information occurred after the Securities Law revised in 2019 came into effect, so it is not improper for me to apply the law.
(five) about Chen Meifen’s statement and defense.
As the then chief financial officer of Star Technology, Chen Meifen should take the initiative to understand and continuously pay attention to the company’s production, operation and financial situation. Chen Meifen said that she didn’t know the relevant details of the 2019 financial statements, but she still signed the 2019 annual report of Star Technology as the chief financial officer, which is a performance of not being diligent and conscientious. I will make administrative punishment based on the facts, nature, circumstances and social harm of the illegal acts of the parties concerned, and there is nothing wrong with the amount of punishment.
To sum up, I will not accept the opinions of the above parties.
According to the facts, nature, circumstances and social harm of the illegal acts of the parties concerned, and according to the provisions of the second paragraph of Article 197 of the Securities Law, I will decide:
1. Give a warning to Jiangxi Star Technology Co., Ltd. and impose a fine of 6 million yuan;
2. Give warnings to Liu Jianxun, Pan Qingshou and Liu Langwen, and impose fines of 4.5 million yuan respectively;
3. Give a warning to Yang Shuming and impose a fine of 3 million yuan;
4. Zhang Shaohuai and Chen Meifen were given warnings and fined 800,000 yuan respectively;
V. Li Juan, Wang Jun and Dong Shenglian were given warnings and fined 500,000 yuan respectively.
The above-mentioned parties shall remit the fine to the bank of China Securities Regulatory Commission: the business department of China CITIC Bank Beijing Branch (A/CNo.: 711101018980000162) within 15 days from the date of receiving this penalty decision, and the bank will directly turn it over to the state treasury, and send a copy of the payment voucher with the name of the party to the office of the Administrative Punishment Committee of China Securities Regulatory Commission for the record. If a party refuses to accept this punishment decision, he may apply to China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving this punishment decision, or bring an administrative lawsuit directly to the people’s court with jurisdiction within 6 months from the date of receiving this punishment decision. During the period of reconsideration and litigation, the above decision shall not be suspended.
China Securities Regulatory Commission
July 21, 2023