Original title: The increase of 46 million yuan from reselling mobile phones was not recognized by the audit Zhongtong National Vein Wanted to dress up the financial report but suffered the consequences
Every journalist Zeng Jian Interns with reporter Lin Zichen Every editor Liang Xiao
A revenue of 46 million yuan recognized in the second quarter of 2020 was "eliminated" by the audit institution during the audit of the annual report, and the means of Zhongtong Guomai (603559, SH; previous closing price of 12.31 yuan) to dress up the financial report was also exposed.
In June last year, Zhongtong Guomai bought a batch of Apple and Huawei mobile phones from three small companies and sold them to Beijing Jingshi Ruiheng Industrial Co., Ltd. (hereinafter referred to as Jingshi Ruiheng), making a net profit of 7.01 million yuan. If it were not for the fact that there was no actual stock in, the business of reselling mobile phones would successfully avoid the first loss of the company's annual net profit after listing.
A few days ago, the reporter of the Daily Economic News got the relevant clues and visited the registered place of Jingshi Ruiheng on the spot, and found that this is a real clock shop. However, the real controller of Jingshi Ruiheng told reporters that at present, the company mainly sells servers and software, and is also the agent of Apple mobile phones and computers.
Previously, when replying to the regulatory letter of Shanghai Stock Exchange, Zhongtong Guomai, which is engaged in communication technology services, integration business and IDC operation technology services, also admitted that the above transaction is a trade business without commercial substance.
Although the financial report of reselling mobile phones to dress up failed, the listed company suffered from the compliance "bitter fruit" of this seemingly simple reverse trade - the "profit" of 7.01 million yuan can only be balanced by refund and return, but it is not easy to return all mobile phones sold a year ago.
Photographed by Lin Zichen, an intern reporter of Zhongtong Guomai Beijing Branch
The signboard of "Hendry Watch Maintenance Center" is posted on the gate of Jingshi Ruiheng's registered place 46 million mobile phone reselling business, pointing to the clock shop
Shortly after the disclosure of the 2020 annual report, Zhongtong Guomai released an announcement on the correction of accounting errors in the previous period. It is said that the listed company transferred out the trade business with the customer Jingshi Ruiheng in June of the current year when auditing the 2020 annual report, and the business did not obtain the bill of lading, so it did not meet the income recognition conditions, and the income was not recognized. For this business, the company needs to correct the semi annual report in 2020 and the third quarter report in 2020.
The above businesses mainly affect the operating data of Zhongtong Guomai in the second quarter of 2020. Among them, the amount of affected income is -46.7014 million yuan, and the amount of affected cost is -39.6914 million yuan.
What kind of transaction is this? Why is it not recognized by the annual report audit institution?
In reply to the inquiry of Shanghai Stock Exchange, Zhongtong Guomai said that trade business is a new type of business for the company. The company did not consider the circulation of trade business documents thoroughly enough, which led to the recognition of part of the revenue in the 2020 semi annual report. At the end of the year, during self inspection, it was found that the delivery of goods agreed in the above business contract was self picked by the customer at the designated place, There is no logistics document for goods circulation in relevant links, and the key data for revenue recognition is missing, so the company will write back the revenue recognized in the first half of the year at the end of the year.
Qixinbao information shows that Jingshi Ruiheng was founded in August 2017 with a registered capital of 100 million yuan. The company's business scope includes sales of clocks, daily necessities, hardware and electrical equipment, etc. In terms of equity structure, Su Zhixian, a natural person, holds 90% of the shares and Yue Xianzhi holds 10% of the shares. Su Zhixian also serves as the executive director and manager of the company.
Recently, the reporter visited the registration place of Jingshi Ruiheng in Xidawang Road, Chaoyang District, Beijing. This is a shop with a sign of Hendry Watch Service Center, and a banner of "Hendry Watch Maintenance Center" is also pasted on the glass partition.
According to the staff of Jingshi Ruiheng, the company's main business is maintenance, "mainly repairing watches or home clocks, and few others".
The reporter noticed that in addition to Jingshi Ruiheng, many other enterprises invested by Su Zhixian are also related to the watch industry.
Then look at Zhongtong Guomai. Its main business is communication technology services and IDC operation technology services. Among them, communication technology services include communication network engineering services and communication network maintenance services. IDC operation technology services include IDC operation and maintenance, IDC value-added services and software and system integration services.
It can be seen that the business of Zhongtong Guomai has nothing to do with the watch industry. "The products that the company sells to Jingshi Ruiheng are mainly Apple mobile phones and Huawei mobile phones." After being questioned by Shanghai Stock Exchange, Zhongtong Guomai revealed the content of the deal.
Two companies that have nothing to do with mobile phone sales have started mobile phone trade, and the regulators have also noticed the mystery.
What is the purpose of upstream shipment and downstream receipt?
In late May this year, the reporter of the Daily Economic News met Su Zhixian, the legal representative and actual controller of the company, in the office of Jingshi Ruiheng.
According to Su Zhixian, clock maintenance is only a small part of the current business of Jingshi Ruiheng. At present, the company mainly sells servers and software, and is also the agent of Apple phones and computers.
At that time, Su Zhixian said that the reason why Jingshi Ruiheng would buy servers and computers from Zhongtong Guomai was that it could reduce the purchase cost by purchasing from upstream companies through Zhongtong Guomai.
Just a few days after the reporter met with Su Zhixian, Zhongtong Guomai received the supervision letter issued by the Shanghai Stock Exchange at the end of May, and was required to explain the content of the transaction with Jingshi Ruiheng, a watch shop, as well as the current accounts and commercial essence of similar trade businesses.
According to the regulatory letter replied by Zhongtong Guomai, the transaction between the company and Jingshi Ruiheng belongs to trade business, is non core business and has no commercial essence, that is, the performance of the contract is "optional" and will not change the risk, time distribution or amount of the future cash flow of the enterprise.
The reporter noticed that besides Jingshi Ruiheng, Zhongtong Guomai also had trade relations with at least six downstream companies. Compared with the transactions of Zhongtong Guomai and Jingshi Ruiheng, there are three major differences between the business of the above six companies and that of the above six companies.
First, from the perspective of trading partners, these downstream companies are trading companies or technology companies, and the trading contents are also displays, mice, desktops and other businesses with strong synergy with the main business of Zhongtong Guomai.
Second, from the perspective of revenue, these businesses contributed a total of 38.5702 million yuan to the income of Zhongtong Guomai, which was less than the transaction amount of 46.7014 million yuan between Zhongtong Guomai and Jingshi Ruiheng.
Third, from the perspective of profit rate, the profit rate of mobile phone trading between Zhongtong Guomai and Jingshi Ruiheng is about 17%, which is still within the normal range of commercial profit rate. However, the profit rate earned by Zhongtong Guomai from other trade businesses is less than 8%, which is more than half of the profit rate of reselling mobile phones.
Why do you make money by reselling mobile phones? Who is supplying goods to China Telecom's national network and getting through this business route? Zhongtong Guomai disclosed in its reply to the inquiry letter of the Exchange that the mobile phones used by the company to supply Jingshi Ruiheng came from Beijing Baohua Tai'an Mechanical and Electrical Equipment Co., Ltd. (hereinafter referred to as Baohua Tai'an Mechanical and Electrical Equipment) and Fujian Tianmai Technology Development Co., Ltd. (hereinafter referred to as Tianmai Technology), Fujian Beisituo Education Technology Co., Ltd. (hereinafter referred to as Beisituo Education).
According to public data, Baohua Tai'an Electromechanical is a company engaged in the sales of electromechanical equipment, while Tianmai Technology's main business is "digital calligraphy and painting and intelligent paper and pen", and Beisituo Education's main business is "educational software research and development, information technology research and development and technical services".
Are electromechanical equipment and education companies engaged in mobile phone business? In August this year, the reporter called Baohua Tai'an Electromechanical, Tianmai Technology and Beisituo Education. Among them, the phone calls of Tianmai Technology and Beisituo Education were received by the same front desk, and the other side did not explain the relationship between the two companies to reporters, nor did they respond positively to the transaction between the two companies and Zhongtong Guomai.
Subsequently, the reporter contacted a financial company entrusted by Tianmai Technology. Insiders of the company said that Tianmai Technology "most people are now in foreign countries and basically give us zero declaration".
A relative of Ni Jiafeng, the legal representative of Baohua Tai'an Electromechanical, told the reporter that Baohua Tai'an Electromechanical bought a batch of Apple phones last year and sold them to Zhongtong Guomai. He said that he did not know whether the goods of Baohua Tai'an Electromechanical were sent to Zhongtong Guomai or directly to Jingshi Ruiheng.
The person also revealed that the iPhone market is very hot, with some businesses hoarding goods and speculating on prices. However, because of the high demand in the market, even if the middlemen sell an iPhone for only a dozen yuan, they can gain considerable profits. This has also attracted some companies that seem to have little relevance to technology products such as mobile phones.
To some extent, this shows from the side that there are many potential customers in the trade "sideline" of Zhongtong Guomai, which may be a lucrative business.
Failing to dress up the financial report, but eating the "bitter fruit" of compliance
According to the financial data, this mobile phone reselling business has a great impact on listed companies.
If the commodity trade cash inflow of 46.7014 million yuan and cash outflow of 39.6914 million yuan are not excluded, the second quarter revenue of Zhongtong Guomai is about 201 million yuan and the net profit is about 4.02 million yuan. After excluding the above businesses, the revenue of Zhongtong Guomai in the quarter was 154 million yuan, and the net profit was - 2992000 yuan.
From the perspective of annual performance, after excluding the revenue and expenditure of this business, Zhongtong Guomai realized a total operating revenue of 657 million yuan in 2020, a year-on-year decrease of 8%. The net profit attributable to shareholders of the listed company was about 992400 yuan, a year-on-year decrease of 105.87%. The annual performance was the first loss in nearly ten years. If the net profit of 7.01 million yuan from the mobile phone transaction is included, Zhongtong Guomai can avoid losses.
However, at present, the "first loss" may not be the most troublesome thing for Zhongtong.
According to the reply announcement of Zhongtong Guomai, the company has written back all the income and cost generated, but other payables are still on account of 7.01 million yuan, which is reflected in the profit generated by the write back trade business. This part of other payables need not be paid temporarily.
This statement corresponds to Su Zhixian's "difficult account" - if Jingshi Ruiheng has shipped all mobile phones, how can we return 7.01 million yuan? There is no doubt that China Tongguo is suffering from its own "bitter fruit".
In addition, the reporter noticed that the transaction between Zhongtong Guomai and Jingshi Ruiheng was not only the one that had been eliminated in June 2020, but also the other one that occurred in December 2020, forming other receivables of 9.3132 million yuan. It is worth noting that Zhongtong Guomai acknowledged in its reply that neither of these two transactions was of commercial substance.
In order to further understand the situation, the reporter called China Telecom Guomai Securities Affairs Department in late August, but no positive response was received. Yesterday (September 26), the reporter once again sent an interview email to Zhongtong Guomai, but as of press release, no reply has been received.
When replying to the regulatory letter of the Shanghai Stock Exchange "whether the recognition of revenue in the early stage under the condition of incomplete documents indicates that the company's internal control has major defects and rectification measures", Zhongtong Guomai has admitted that its trade business has defects, and said that it had corrected errors by the end of 2020. Before conducting non main business in the future, It will "fully evaluate the synergy between these businesses and the main business, and try to avoid other unnecessary businesses with weak synergy with the main business and risk exposure".
In the opinion of Xu Yina, a lawyer from Beijing Yingke (Guangzhou) Law Firm, there is no problem with the transaction mode of Zhongtong Guomai, in which its upstream suppliers deliver goods directly to its downstream customers. In some cases, the "separation of ticket and goods" is also allowed and widespread in modern commercial society. If the company is based on the purpose of falsely increasing sales performance, and artificially designs to join the middleman trading relationship, from the tax perspective, it will not lead to national tax losses, so there is no need for criminal law to interfere in tax.
However, Xu Yina also said that whether there are other social hazards in artificially designing to join the middleman trading relationship and falsely increasing sales performance should be determined by the ultimate purpose of falsely increasing sales performance. For listed companies, the false increase of business scale is at least likely to affect their market value.
Wang Zhibin of Shanghai Minglun Law Firm said that it was impossible to recognize (relevant income) because there was no bill of lading and other vouchers, and then the income was eliminated, which only showed that the listed companies lacked standardization in accounting operations, and could not be equated with "financial fraud" or "false increase in performance".
"Listed companies have the obligation to disclose information, and they should take a higher responsibility for the credibility of the financial statements. In order to avoid audit questions, it is better to adjust the bills and goods in line." Wang Zhibin said.
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