The listed company and relevant responsible persons are punished for falsely issuing invoices

From 2016 to 2018, Zhicheng Optics, in order to improve its performance, falsely increased its operating revenue, falsely reduced its operating costs and falsely increased its total profits by falsely issuing sales invoices for its main products, falsely selling raw materials, and failing to account for raw materials in a timely manner.

1、 Suzhou Shengli Precision Manufacturing Technology Co., Ltd. was warned and fined 600000 yuan;

2、 Warn the current General Manager, Chief Financial Officer and other directly related personnel, and impose fines respectively;

3、 According to Article 22 of the Measures for the Administration of Invoices, no unit or individual shall make false invoices as follows:

（1） Issuing invoices for others or for themselves that are inconsistent with the actual business conditions;

（2） Ask others to issue invoices for themselves that are inconsistent with the actual business conditions;

（3） Introduce others to issue invoices inconsistent with the actual business conditions.

According to Paragraph 1 of Article 37 of the Law, in case of false invoices in violation of Paragraph 2 of Article 22 of these Measures, the tax authorities shall confiscate the illegal income; In addition to tax administrative penalties, those who falsely write invoices shall be investigated for criminal responsibility according to law if they constitute a crime.

The "false statement" in the tax law is that the invoice is not consistent with the actual business situation. According to the Opinions of the Supreme People's Procuratorate on Giving Full Play to Procuratorial Functions and Services to Guarantee "Six Stabilities" and "Six Guarantees", enterprises with actual production and operation activities who falsely issue special VAT invoices for non tax fraud purposes such as falsely increasing performance, financing, loans, etc. without causing tax losses shall not be treated as falsely issuing special VAT invoices, and those who make a decision not to prosecute according to law shall be transferred to the tax authorities for administrative punishment.

Risk reminder

Companies, non corporate organizations, especially listed companies

Risk industry

All industries

Risk point

Falsely issuing invoices and falsely increasing profits

Expert suggestion of Yijiu

1. False invoicing is a high-voltage line. Although according to the Opinions of the Supreme People's Procuratorate on Giving Full Play to Procuratorial Functions and Services to Guarantee "Six Stabilities" and "Six Guarantees", enterprises with actual production and operation activities who falsely issue special VAT invoices for non fraud purposes such as falsely increasing performance, financing, loans, etc., without causing tax losses, will not be treated as a crime of falsely issuing special VAT invoices, and will not be prosecuted according to law, However, if they are still transferred to the tax authorities, they will be subject to administrative penalties.

2. Finance and taxation is a highly professional knowledge field, which is constantly updated. It needs to follow the policy closely and deal with it correctly and timely. It is suggested that enterprises should constantly update and strengthen financial and tax knowledge to avoid being punished due to lack of business level.

If you need to self check tax compliance or solve more difficult tax problems, please contact Yijiu experts for free consultation

key word

Falsely issuing invoices and falsely increasing profits

Yijiu expert service

Opening and cancellation of agency IPO consulting, tax compliance planning, expert consulting

Suzhou Shengli Precision Manufacturing Technology Co., Ltd

Announcement on the Receipt of the Decision of the CSRC on Administrative Punishment

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

1、 Basic information

Suzhou Shengli Precision Manufacturing Technology Co., Ltd. (hereinafter referred to as the "Company") received the Notice of Investigation (No.: HZZJCZ No. 2020161) from China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on August 7, 2020. Due to the company's suspected violations of information disclosure, the CSRC decided to file an investigation on the company in accordance with the relevant provisions of the Securities Law of the People's Republic of China, For details, please refer to the Announcement on Receiving the Notice of Investigation from the CSRC (Announcement No.: 2020-125) disclosed by the Company on August 8, 2020.

On May 18, 2021, the Company received the Prior Notice of Administrative Penalty and Market Access Prohibition issued by the China Securities Regulatory Commission (K.K. Zi [2021] No. 31). The China Securities Regulatory Commission proposed to impose administrative penalty and market access prohibition on the Company and its related personnel. For details, see the Announcement on Receiving the Prior Notice of Administrative Penalty and Market Access Prohibition (Announcement No. 2021-047) disclosed by the Company on May 19, 2021.

On September 21, 2022, the Company received the Administrative Punishment Decision ([2022] No. 48) issued by the CSRC.

2、 Contents of Administrative Punishment Decision

Party: Suzhou Shengli Precision Manufacturing Technology Co., Ltd. (hereinafter referred to as Shengli Precision), domiciled at Xuguan Industrial Park, High tech Zone, Suzhou, Jiangsu Province.

Wang Hancang, male, born in March 1976, was the general manager of Suzhou Zhicheng Optical Technology Co., Ltd. (hereinafter referred to as Zhicheng Optical), a subsidiary of Shengli Precision. His address is Suzhou Industrial Park, Jiangsu Province.

Guo Wenjie, male, born in November 1981, was the chief financial officer of Zhicheng Optics at that time. His address is Xishan District, Wuxi City, Jiangsu Province.

Gao Yugen, male, born in January 1966, was the chairman and general manager of Shengli Precision. His address is Suzhou Industrial Park, Jiangsu Province.

Qiao Yi, male, born in October 1977, was the director, deputy general manager and chief accountant of Shengli Precision. His address is Pingjiang District, Suzhou City, Jiangsu Province.

Xu Yonghong, female, born in November 1966, was the financial director of Shengli Precision, with the address of Canglang District, Suzhou City, Jiangsu Province.

Wang Cheng, male, born in October 1984, was the financial director of Shengli Precision. His address is Huqiu District, Suzhou City, Jiangsu 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 of 2005), which was revised in 2005, the Commission has investigated and heard the violations of Shengli Precision Information Disclosure, and informed the party concerned of the facts, reasons, grounds and rights of the party concerned according to law.

The parties Shengli Jingjing, Gao Yugen, Xu Yonghong, Wang Cheng and Qiao Yi did not put forward any statement, defense opinions or request a hearing; Guo Wenjie, the party concerned, put forward his statement and defense opinions without requesting a hearing; The party Wang Hancang put forward his statement and defense opinions, and also requested a hearing. At the request of Wang Hancang, we held a hearing on September 24, 2021 to hear the statement and defense of Wang Hancang and his agent. The case has now been investigated and heard.

After investigation, Shengli Precision has the following illegal facts:

1、 Major asset restructuring of Shengli Precision and Zhicheng Optics

On September 9, 2015, Shengli Precision disclosed the Report on the Issuance of Non public Offering Shares and the Listing Report on New Shares by Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds, and proposed to purchase 73.31% equity of Zhicheng Optical, 100% equity of Suzhou Fuqiang Technology Co., Ltd. and 100% equity of Nanjing Dele Technology Co., Ltd. by issuing shares and paying cash. Among them, Shengli Precision issued 24797700 ordinary shares in RMB to seven shareholders, including Wang Hancang, by issuing shares to purchase assets, and purchased 73.31% equity of Zhicheng Optics held by them in total. The pricing was based on the evaluation price issued by Zoomlion Assets Evaluation Group Co., Ltd. The price was determined to be 223.1798 million yuan through negotiation by all parties. After this change, Shengli Precision holds 100% equity of Zhicheng Optics. This major asset restructuring was approved by the CSRC on July 30, 2015, the industrial and commercial registration of changes in shares was completed on August 7, and the registration of new shares was completed on September 1.

So far, Shengli Precision has incorporated Zhicheng Optics into the consolidated financial statements of 2015.

Wang Hancang, the five natural person shareholders of Shengli Precision and Zhicheng Optics, and others signed the Profit Forecast Compensation Agreement for the Purchase of Assets by Issuing Shares on December 18, 2014, which agreed to achieve the audited net profits of 40 million yuan, 45 million yuan and 55 million yuan respectively in each year during the performance matching period from 2015 to 2017.

2、 There are false records in the annual report of Shengli Precision from 2016 to 2018

From 2016 to 2018, Zhicheng Optics falsely increased operating revenue, falsely reduced operating costs and falsely increased total profits by falsely issuing sales invoices for main products, falsely selling raw materials and failing to record raw materials in time, which led to a falsely increased operating revenue of 436.9408 million yuan, falsely reduced operating costs of 223.4783 million yuan and falsely increased total profits of 654.0844 million yuan in the annual reports of Shengli Precision in 2016, 2017 and 2018, There are false records. In 2016, the false increase in operating revenue was 174.5251 million yuan, the false decrease in operating costs was 37.7983 million yuan, and the false increase in total profits was 308.0373 million yuan, accounting for 54.41% of the total profits of 566.0951 million yuan disclosed in the consolidated income statement of Shengli Precision in the current period; In 2017, the false increase in operating revenue was 151948900 yuan, the false decrease in operating costs was 146908600 yuan, and the false increase in total profits was 298114900 yuan, accounting for 47.16% of the total profits of 63219200 yuan in the consolidated income statement disclosed by Shengli Precision in the current period; In 2018, the Company falsely increased operating revenue by 110.4669 million yuan, falsely reduced operating costs by 38.7714 million yuan, and falsely increased total profits by 47.9322 million yuan, accounting for 6.51% of the absolute value of the total profit of 735.9719 million yuan in the consolidated income statement disclosed by Shengli Precision in the current period.

On April 29, 2020, Shengli disclosed the Announcement on Correction and Retroactive Adjustment of Accounting Errors in the Previous Period, corrected the accounting errors in the previous period and retroactive adjustment related financial data, and revised the relevant contents of the annual report from 2016 to 2018.

The above illegal facts are proved by relevant contracts and agreements, relevant announcements of Shengli Precision and the information of the Board of Directors and the Board of Supervisors, financial information and information statements of Zhicheng Optics, financial information and information statements provided by relevant customers and suppliers, email exchanges, special audit reports, working papers and information statements provided by audit institutions, records of inquiries of relevant personnel and other evidences.

In our opinion, Shengli Precision's 2016 annual report, 2017 annual report and 2018 annual report have false records, which violate the provisions of Article 63 of the Securities Law of 2005 and constitute the circumstances described in Paragraph 1 of Article 193 of the Securities Law of 2005.

As the former actual controller and general manager of Zhicheng Optics, Wang Hancang, and Guo Wenjie, the then financial director of Zhicheng Optics, were directly responsible for violations of laws and regulations in Shengli Precision Information Disclosure.

From 2016 to 2018, Gao Yugen, as the chairman and general manager of Shengli Precision at that time, comprehensively managed the company's affairs and signed on the annual report of Shengli Precision from 2016 to 2018; From 2016 to 2018, Qiao Yi, as the then director, deputy general manager and person in charge of accounting of Shengli Precision, signed the annual report of Shengli Precision from 2016 to 2018 for confirmation; In 2016 and 2018, Xu Yonghong, as the financial director of Shengli Precision at that time, signed on the annual reports of Shengli Precision in 2016 and 2018 for confirmation; In 2017, Wang Cheng, as the financial director of Shengli Precision at that time, signed on the 2017 annual report of Shengli Precision.

The aforesaid personnel failed to perform their duty of diligence, failed to find out the financial fraud of Zhicheng Optical in time and signed the annual report with false records, violated the provisions of Paragraph 3 of Article 68 of the Securities Law of 2005 and Paragraphs 1 and 3 of Article 58 of the Administrative Measures for Information Disclosure of Listed Companies (CSRC Order No. 40), and were other persons directly responsible.

Wang Hancang, his agent and Guo Wenjie put forward in their defense opinions: First, Shengli Precision and Gao Yugen clearly knew and led and arranged Zhicheng Optical's financial fraud. Second, Shengli Precision and Gao Yugen arranged systematic fraud to help another subsidiary acquired to increase profits and complete the gambling. Third, the correction on the realization of the annual profit forecast of Zhicheng Optics for 2015-2017 issued by Tianheng Certified Public Accountants is wrong, and Anhui Zhisheng should not be included in the consolidated statements of Zhicheng Optics.

Wang Hancang and his agent also proposed that: First, Wang Hancang did not organize and implement fraud, and should not bear the main responsibility. Second, some businesses are not false sales. Third, Shengli Precision Internal Control System has serious problems. To sum up, Wang Hancang requested a lighter or no punishment.

Guo Wenjie also proposed: First, he is just the executor, not the directly responsible supervisor. Second, there is no subjective motivation to organize and lead financial fraud. Third, the current living difficulties, unable to bear huge fines.

To sum up, Guo Wenjie requested a lighter punishment.

After review, I think:

First, the evidence on the record proves that Wang Hancang, as the original actual controller of Zhicheng Optics, promptly served as the general manager and was the person in charge of the company, knowing and approving financial fraud; Guo Wenjie, as the financial director of Zhicheng Optics at that time, specifically decided on the method of financial fraud and implemented it. Both of them should be recognized as the directly responsible executives. The financial fraud proposed by Shengli Precision and Gao Yugen that Zhicheng Optics knowingly led and arranged is not supported by sufficient evidence at present.

Secondly, the evidence provided by Wang Hancang and Guo Wenjie is not enough to prove that Shengli Precision and Gao Yugen arranged to acquire other subsidiaries for systematic fraud. We will perform our regulatory duties according to law, and will deal with them separately if found.

Third, whether Anhui Zhisheng proposed by Wang Hancang and Guo Wenjie is included in the consolidated statements of Zhicheng Optics mainly involves the performance of civil agreements related to performance gambling, which does not affect the fact finding of this case; Some of the transactions claimed by Wang Hancang are not false sales, and there is no sufficient evidence to support them.

Fourth, Wang Hancang proposed that there are serious problems in the Shengli Precision Internal Control System, and Guo Wenjie proposed that life difficulties do not affect their responsibilities and do not constitute a legal reason for mitigating or exempting punishment.

In addition, we have adopted the reasonable part of the two persons' defense opinions and reflected it in this decision letter, and appropriately reduced the market entry prohibition period.

According to the facts, nature, circumstances and social harmfulness of the illegal acts of the parties, and in accordance with Paragraph 1 of Article 193 of the Securities Law of 2005, we decide:

1、 Suzhou Shengli Precision Manufacturing Technology Co., Ltd. was warned and fined 600000 yuan;

2、 Warn Wang Hancang and Guo Wenjie and impose a fine of 300000 yuan respectively;

3、 Gao Yugen, Qiao Yi, Xu Yonghong and Wang Cheng were warned and fined 100000 yuan respectively.

The above-mentioned party shall remit the fine to the China Securities Regulatory Commission within 15 days from the date of receiving this punishment decision. The bank of deposit: China CITIC Bank Beijing Branch Business Department, account number: 7111010189800000162. The bank shall directly turn it over to the state treasury, and send a copy of the payment voucher with the name of the party to the Administrative Penalty Committee Office of the China Securities Regulatory Commission for filing. If the party concerned is not satisfied with this punishment decision, he or she may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving this punishment decision, or directly file an administrative lawsuit with 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 implementation of the above decision will not be suspended.