1
Facts that violate the law
I. Zhonggong Education and five companies including Shaanxi Guancheng formed a related party 1. When Shaanxi Guancheng Industry Co., Ltd. was in Zhonggong Education on June 20 19, Director Shi Lei arranged for others to acquire all the shares of Shaanxi Guancheng Industry Co., Ltd. (hereinafter referred to as Shaanxi Guancheng). The acquisition funds came from Li Yongxin, the chairman of Zhonggong Education, and Wang Zhendong, the legal representative, general manager and director of Zhonggong Education. The UCL of these people's bank accounts were kept and transferred by Wang, an employee of Zhonggong Education Finance Department.
After the acquisition, Shi Lei arranged for Chinese public educators to be responsible for the safekeeping operation of UCL in Shaanxi Guancheng Bank account and the reimbursement of daily expenses.
2. Beijing Chuangsheng Architectural Decoration Engineering Co., Ltd. acquired all the shares of Beijing Chuangsheng Architectural Decoration Engineering Co., Ltd. (hereinafter referred to as Beijing Chuangsheng) by Mr. Zhao, a friend of Shi Lei, in the form of equity purchase in July, 20 18.
After the acquisition is completed, Shi Lei plans to provide Beijing Chuangsheng with daily operating funds, arrange Wang and others to keep and operate the U shield of Huaxia Bank account under Zhao's name and the U shield of Beijing Chuangsheng Huaxia Bank account, and be responsible for the salary calculation and payment of Beijing Chuangsheng personnel.
In addition, Beijing Chuangsheng's main business comes from contracting decoration projects of Chinese public education branches in various parts of China.
3. Shanghai Beiding Network Technology Co., Ltd. and Ji 'an Economic Development Zone Lixiangxue Financial Information Service Co., Ltd. In July 20 19, Shi Lei arranged for others to establish Shanghai Beiding Network Technology Co., Ltd. (hereinafter referred to as Shanghai Beiding) and Shanghai Beiding established its subsidiary Ji 'an Economic Development Zone Lixiangxue Financial Information Service Co., Ltd. (hereinafter referred to as Ji 'an Lixiangxue) as financial loans for Chinese public education students.
The funds for the establishment of the two companies came from Li Yongxin, and Shi Lei arranged Wang's specific transfer operation. Shi Lei instructed Wang and others to be responsible for the daily operation, finance and personnel management of the following two companies.
4. Liaoning Hanhui Industrial Co., Ltd. In June 20 19, Shi Lei arranged for others to set up Liaoning Hanhui Industrial Co., Ltd. (hereinafter referred to as Liaoning Hanhui) and started the project construction.
Start-up funds for Liaoning Hanhui land use right purchase fund and other projects are provided by Shi Lei, and the source of funds is Li Yongxin, etc. The UCL of Liaoning Hanhui bank account is kept and operated by Chinese public educators arranged by Shi Lei.
In fact, these five companies are directly controlled by Shi Lei, Shi Lei is an affiliated natural person of listed companies, and the Measures for the Administration of Information Disclosure of Listed Companies (Order No.40 of the Securities Regulatory Commission) (according to the third paragraph of Article 71, Shaanxi Guancheng, Beijing Chuangsheng, Shanghai Beiding, Ji 'an Lixiangxue and Liaoning Hanhui are affiliated legal persons of 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? Announcement of Jiuding International 1 Building (hereinafter referred to as "Announcement"), the board of directors of the company used its own funds of 383,060,000 yuan, Shaanxi Guancheng.
The relevant information is inconsistent with the actual situation and there are false records.
20 19 -2020, signed seven renovation project contracts with Beijing Zhonggong Education Technology Co., Ltd. (hereinafter referred to as Beijing Zhonggong (Liaoning Zhongchengdi Development Co., Ltd.) and Beijing Chuangsheng * * *, with a contract price of 403,747.
On July 20 19 and February 2020, Beijing zhonggong successively signed agreements with Shanghai Beding and Ji' an Lixiang School, agreeing to provide education consumption loans to Chinese public education students in Beding and Ji' an Lixiang School in Shanghai. After receiving the education consumption loan, Beijing Zhonggong pays the service fee to Haibeiding and Ji 'an Lixiang University.
Among them, in 20 19, Beijing Zhonggong * * * paid a service fee of RMB 34,588,000, and in 2020 * * * paid RMB 2 1 1 million.
In 2020 1 month, the office meeting of the general manager of Zhonggong Education passed the Proposal on the Joint Development of Zhonggong Future Learning City Project by a wholly-owned subsidiary and Liaoning Hanhui Industrial Co., Ltd., and decided that Beijing Zhonggong and Liaoning Hanhui * * * would jointly develop Liaoning Future Learning City Project, and Beijing Zhonggong would invest 200 million yuan in the construction project.
After Beijing Zhonggong signed an agreement with Liaoning Hanhui, it remitted 200,000,000 yuan to Liaoning Hanhui in 2020 1 month 17.
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 Lixiangxue and Liaoning Hanhui involve an amount of * * * yuan 1 232,395,000 yuan, of which 20 19 and 2020 are/kl respectively.
The above facts are sufficient for relevant personnel to ask, confirm transcripts, bank statements, relevant contracts, announcements of listed companies and periodic reports to prove.
2
The basis and results of the securities regulatory commission's handling of punishment
The above-mentioned behavior of Chinese public education violates the provisions of Article 63 of the Securities Law of the People's Republic of China revised in 2005 and Item 2 of Article 78 of the Securities Law, and 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 Shaanxi Guancheng, 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 provided financial support for Shi Lei to carry out all related transactions. He knew that Zhonggong Education had a related relationship with Guancheng, Shaanxi Province, but the transaction was not proposed as a related transaction when the board of directors deliberated 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 transactions, and acquiesced in Shi Lei's use of Zhonggong to educate personnel and financial personnel to provide convenience for related parties.
As the chief financial officer, Luo Xue is in charge of the financial department, knowing that the financial personnel in the management department are convenient for related 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 the obligation of diligence when participating in the deliberation of some related party transactions.
Shi Lei, Li Yongxin and Wang Zhendong are directly responsible persons in charge of the illegal acts of public education information disclosure, while Luo Xue and Gui Hongzhi are other directly responsible persons.
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, Anhui Supervision Bureau of China Securities Regulatory Commission decided: 1. Zhonggong Education Technology Co., Ltd. shall be 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 of1100,000 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 a related party with five companies including Shaanxi Guancheng, resulting in false records and major omissions in the public financial report.
Article 51 of Rules for Compilation of Information Disclosure of Companies Offering Securities to the PublicNo. 15-General Provisions on Financial Reports [Announcement of Securities Regulatory Commission No.2014] No.54], Contents and Format of Semi-annual Reports of Companies Offering Securities to the Public No.3 [Announcement of Securities Regulatory Commission No.20/KLOC-0] Article 38 of kloc-0/8 and Article 40 of Standards for Contents and Formats of Information Disclosure of Companies Offering Securities to the Public No.2 Contents and Formats of Annual Reports [Announcement of Securities Regulatory Commission [2017]17] stipulate that Shaanxi Guancheng, Beijing Chuangsheng, Shanghai Beiding and Ji 'an Lixiang shall be truthfully disclosed in the annual report in 2020.
In the end, Zhonggong Education and the relevant person in charge were warned by the Securities Regulatory Commission and fined * * *10 million yuan for administrative treatment.
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