Since 20 14, scallops in Zhangzidao have staged many wonderful scenes of freezing to death, starvation and "escape". As we all know, agriculture, forestry, animal husbandry and fishery have always been the pain point of audit. Zhangzidao took advantage of the loopholes in the statistical data of deep-sea scallops, and made financial fraud by means of scallop death and "running away" to adjust its performance.
Nowadays, the CSRC has made a heavy attack and used scientific and technological law enforcement means-using the latest Beidou satellite navigation system for audit calculation. Scallops "have nowhere to escape", and the "fraud case" in Zhangzidao came to light, and the company and its related personnel were also punished accordingly. In addition to criminal accountability, Zhangzidao may also face civil compensation from investors.
Fake "running", really fake
Zhangzidao is located at the southernmost tip of Changshan Islands in Dalian, Liaoning Province. It consists of four islands: Zhangzi Island, Zhai Island, Big Mouse Island and Little Mouse Island, 56 nautical miles away from Dalian. Because there is a listed company on the island-Zhangzidao Group Co., Ltd. (hereinafter referred to as "Zhangzidao"), the island has become a famous rich town in Dalian.
Zhangzidao was established in 1992, mainly engaged in the business of raising seedlings, breeding, processing and selling seafood such as scallops, sea cucumbers and abalones. Listed on Shenzhen Stock Exchange in 2006, it is called "the first stock of aquatic products". After listing, the company's share price was like riding a roller coaster, rising from 9.32 yuan/share on the first day of listing to 22.9 yuan/share in June 2008, and then falling all the way, with the lowest share price of 3.69 yuan/share in September 2008.
20 10, Zhangzidao ushered in the best period, with its share price climbing to 33.44 yuan/share and its market value soaring to 23.5 billion yuan. At the same time, the performance of the company is also very eye-catching. As of 20 1 1, Zhangzidao's operating income and net profit were 2.937 billion yuan and 497 million yuan, respectively, which were nearly 4 times and 2 times higher than those in the year of listing.
The good times didn't last long. In 2004, Zhangzidao 20 14 and 10 issued an announcement, which opened the prelude to the company's financial fraud.
According to the announcement, due to the influence of the cold water mass in the North Yellow Sea and the current front along the southern coast of Liaoning Province, the daily temperature difference is large, which is not suitable for scallop growth. During the sampling survey, the company found that the stock of scallops in some sea areas was abnormal at the end of 20 1 1 and 20 12. Therefore, Zhangzidao decided to give up the collection and write-off of the stock of bottom-seeded scallops with a cost of 735 million yuan with a sea area of 6.5438+0.0564 million mu; For 430,200 mu of sea area, 283 million yuan was set aside for the inventory depreciation of bottom-seeded scallops, and the cost was 306,543,800 yuan.
It means that the scallops with a cost of 65.438+36 billion yuan in Zhangzidao were "frozen to death".
However, in less than one year, that is, the announcement released in June of Zhangzidao 20 15 showed that the fishing area of12-2014, which had not been fished at the end of 2014, was sampled and tested, and there was no impairment risk of the company's scallops. As soon as the news came out, the market immediately questioned: "Is the 20 14 scallop that depreciated due to marine disasters back?"
Although Zhangzidao explained the above situation in time afterwards, saying that the stock of bottom-sown scallops sampled at 20 15 was sown at 20 12, and there was no harvest, which was different from the scallops written off at 20 14, the market did not buy it.
At 20 18, it is even more outrageous. The inventory of scallops sown at the end of 20 17 disclosed by Zhangzidao in February of that year showed that scallops were starved to death due to the sharp drop of precipitation in Changhai County in 20 17. The company wrote off the stock of bottom-seeded scallops worth 578 million yuan, and made provision for the depreciation of bottom-seeded scallops worth 65.438+0.26 billion yuan, totaling 629 million yuan, resulting in a net loss of 206.5438+0.04 billion yuan of 723 million yuan.
It is worth mentioning that the sampling test results of scallop (Chlamys yessoensis) released by the company at the end of 20 17 10 show that there is no impairment risk of scallop. Less than four months before and after, scallops worth more than 600 million yuan were starved to death, which made people stunned.
In 20 19, scallop Zhangzidao suffered another large-scale death disaster. The company's write-off of scallop value and provision for inventory depreciation totaled about 29 10/00000 yuan, resulting in a large loss of performance in that year and a net profit of-392 million yuan.
Even more amazing is that in the face of performance, every death of scallops seems "just right".
Due to losses in 20 14 and 20 15 for two consecutive years, Zhangzidao was given a delisting risk warning in May of 20 16, and the delisting risk warning was cancelled in March of 20 17 because the net profit of 20 16 turned a profit. Just came back from the edge of delisting, scallops starved to death by 20 17, and their performance was at a loss. In 20 18, the company finally turned positive by selling assets. Unexpectedly, scallop 20 19 continued to die, and its performance lost money again.
Zhangzidao used "strength" to explain that although scallops died and lost their performance, the company's stock just failed to meet the delisting standards.
Be transferred to public security organs for criminal responsibility.
Scallops that frequently "flee" have attracted the attention of the CSRC. Because Zhangzidao was suspected of violating laws and regulations in information disclosure, the CSRC decided to file an investigation on the company in February 2065438+2008.
After more than two years' investigation, with the help of Beidou satellite navigation system, the CSRC analyzed the navigation and positioning data of more than one million fishing boats of the company, and entrusted two third-party professional organizations to restore the real sailing trajectory of the fishing boats and the real fishing area of the company in the last two years by using computer technology, so as to determine the actual fishing area, and thus determine that the cost, non-operating expenses and profits of Zhangzidao Company are false.
On September 1 1 day, 2020, the CSRC officially announced that the fraudulent tricks of Zhangzidao and related personnel were exposed.
After investigation, the CSRC determined that Zhangzidao's inflated profit in 20 16 was1300,000 yuan, accounting for158% of the total profit disclosed in the current period; The inflated profit in 20 17 was 280 million yuan, accounting for 39% of the total profit disclosed in the current period; The above acts are suspected of constituting the crime of illegal disclosure and non-disclosure of important information. According to the Provisions on the Transfer of Suspected Criminal Cases by Administrative Law Enforcement Organs (the State Council Order No.310), the CSRC decided to transfer the securities crime cases of Zhangzidao and related personnel to public security organs for criminal responsibility.
At the same time, the CSRC pointed out that Zhangzidao's financial fraud has a bad nature and extremely bad influence, which seriously undermines the seriousness of the information disclosure system and the integrity of the market and should be severely punished according to law.
Previously, on June 5, 2020/KLOC-0, the CSRC made an administrative penalty and a market ban decision on the case of Zhangzidao and related personnel suspected of violating securities laws and regulations. Among them, Zhangzidao was given a warning and fined 600,000 yuan; Wu Hougang and Liang Jun were given warnings and fined 300,000 yuan respectively; Sun Fujun and Gou Rong were given a warning and fined 200,000 yuan respectively; Eight people, including Zou Jian, were given warnings and fines of 40,000 yuan respectively; Three people, including married people, were given warnings and fined 30,000 yuan.
At the same time, the CSRC also adopted a lifelong market ban on Wu Hougang; Take 10 year market ban measures against Liang Jun; Gou Rong and Sun Fujun were banned from the securities market for five years respectively. In addition, during the forbidden period, the above-mentioned personnel shall not engage in securities business in the original institution or other institutions or hold senior positions such as directors of the original listed company or unlisted public company.
Wu Hougang was the legal person, chairman and president of Zhangzidao. Under his leadership, Zhangzidao completed the share reform and went public, but in the end it was caught in a financial fraud scandal. Liang Jun is the company's director and executive vice president; Gou Rong is the chief financial officer of the company; Sun Fujun is the secretary and vice president of the board of directors of the company.
With the subsequent transfer of Zhangzidao and a group of related personnel to public security organs for criminal responsibility, this "scallop fantasy drama" staged in the capital market for nearly six years came to an end. Now that the play is over, how to solve the losses faced by investors?
Lawyer Bo Meng, executive director of the Digital Economy Legal Affairs Department of Beijing Shi Jing Law Firm, believes that according to the People's Republic of China (PRC) Securities Law, if the information disclosure obligor fails to disclose information as required, or the information disclosure materials such as securities issuance documents, periodic reports and interim reports announced contain false records, misleading statements or major omissions, thus causing investors to suffer losses in securities trading, investors can legally require the information disclosure obligor to bear the liability for compensation.
Lawyer Kong Lei of Beijing Dongyuan Law Firm told China Newsweek that according to the relevant provisions in the Provisions of the Supreme People's Court on the Trial of Civil Compensation Cases Caused by False Statements in the Securities Market, if a listed company causes losses to investors, investors can file civil compensation.
"The time to buy Zhangzidao shares is after Zhangzidao made false statements and illegally disclosed information, but before the day when Zhangzidao's false statements were disclosed or corrected." Lawyer Kong Lei said this about the conditions that the claim should meet.
He also pointed out that due to the exposure of Zhangzidao's illegal disclosure of information, the stock price fell, and the price at which investors sold shares was lower than the price at the time of purchase, resulting in investors' losses, or investors did not sell shares, but due to Zhangzidao's illegal disclosure of information, its shares fell, and the shares were lower than the price at which investors bought them. The price difference in the middle can also be regarded as the loss of investors.
Where is the road?
Once upon a time, Zhangzi Island had infinite scenery. At the initial stage of listing, a million local family groups were created-10.5 million islanders per person10.000 shares. Nowadays, because of financial fraud, the company and related personnel have been investigated for criminal responsibility, and the company's debts are high, and its performance is not optimistic. Where should Zhangzidao go?
On August 29th, Zhangzidao disclosed the 2020 semi-annual report. In the first half of the year, the operating income was10160,000 yuan, down about 2 1 percentage point year-on-year, and the net profit was 39,974,800 yuan, up nearly three times year-on-year. The company seems to be doing well. In fact, its main business is still losing money. After deducting non-recurring gains and losses, its net profit was-865,438+0,663,000 yuan, and the year-on-year loss further expanded.
In the first half of the year, Zhangzidao "slimmed down" by transferring the right to use the sea area of Guanglu Island in Changhai County, related assets, and central refrigeration equity, and obtained non-recurring gains and losses of about 654.38+0.2 billion yuan.
At the same time as the main business lost money, Zhangzidao's debt also reached its peak. By June 2020, the company's total assets are 2.747 billion yuan, total liabilities are 2.643 billion yuan, and the asset-liability ratio is as high as 96.2 1%. Among them, Zhangzidao's short-term loan is 65.438+96.4 billion yuan, and its non-current liabilities due within one year are 290 million yuan, accounting for 85.28% of the total liabilities.
Earlier, Zhangzidao said in the semi-annual report that if the bank loan cannot be extended in time after it expires, the company will face debt risks. China Newsweek noted that in order to alleviate the debt pressure, Zhangzidao has been moving continuously this year.
Source: Screenshot of the national market supervision chattel mortgage registration business system
According to the national market supervision chattel mortgage registration business system, on September 4th, Zhangzidao took scallops as collateral and borrowed 90 million yuan from Dalian Branch of China Minsheng Bank Co., Ltd., with the loan term from September 4th, 2020 to 202 1. In September last year, Zhangzidao also borrowed 654.38 billion yuan from banks.
After the above news was exposed on September 15, Zhangzidao won two daily limit boards from September 16 to September 17, and its share price closed at 4.58 yuan/share as of September 17.
It is worth mentioning that on September 16, Minsheng Bank reported that the 90 million yuan financing of Zhangzidao by Dalian Branch of Minsheng Bank mentioned in the media report was not a new loan issued by Minsheng Bank, but a surviving loan. The guarantee methods are land and real estate mortgage, sea area use right and submarine inventory mortgage. At present, the collateral is sufficient, and the enterprise pays interest normally.
Looking back, on June 3rd, Zhangzidao borrowed 49.5 million yuan from Dalian Changhai Sub-branch of Agricultural Bank of China with scallops as collateral, with a term of one year. 1In May of 9, Zhangzidao borrowed 1 1 10,000 yuan from Dalian Changhai Sub-branch of Agricultural Bank of China with sea cucumber as collateral, with a term of one year.
20 19 Up to now, Zhangzidao has obtained loans with sea cucumber and scallop as collateral, totaling 29 10/00000 yuan.
On the one hand, the debt is high, on the other hand, the mortgage is used to borrow money to "rob Peter to pay Paul". If banks don't lend money in the future, how to solve the loan of more than 2 billion in Zhangzidao? The previous semi-annual report showed that in order to pay off debts, the company promoted equity financing, actively communicated with banks, discussed the debt-to-equity swap plan and took the opportunity to promote its implementation; Actively explore the introduction of strategic investors to promote the company's accelerated transformation. What is the specific situation of Zhangzidao debt-to-equity swap plan and the introduction of strategic investors?