China Thailand securities is the sponsor of the regulatory letter received by Yuntian software in violation of regulations

According to the decision on self-regulation and supervision measures for Hangzhou Yuntian Software Co., Ltd. and relevant responsible subjects (stock transfer system Gong Jian Han [2020] No. 133), released by the national small and medium-sized enterprise share transfer system on October 9, Hangzhou Yuntian Software Co., Ltd. (hereinafter referred to as “Yuntian software”, 430580) has the following illegal facts: correction of accounting errors and freezing of shares Not disclosed in time. < / P > < p > after investigation, on April 29, 2020, Yuntian software disclosed the announcement on the correction of accounting errors in the previous period, which explained the correction of accounting errors involved in the annual report of 2018. The company adjusted the recognition time point of part of the sales revenue, adjusted the cost and expense ownership of employee compensation social insurance premium and reclassified the accounting subjects according to the beneficiary, and made retroactive adjustment to the financial data in 2018. Among them, the net profit in 2018 attributable to the owners of the parent company before the adjustment was 1288100 yuan, and the net profit in 2018 attributable to the owner of the parent company after adjustment was -623200 yuan, with an adjustment ratio of – 51.62%; the total owner’s equity attributable to the parent company at the end of 2018 before the adjustment was RMB 6.9913 million yuan, and the total owner’s equity attributable to the parent company at the end of 2018 after adjustment was 4.5897 million yuan, with the adjustment ratio of -0.05% 35%. On April 28, 2020, Shao Jun, the controlling shareholder and actual controller of Yuntian software, held 11.77 million shares of the listed company, accounting for 61.95% of the total share capital of the company. If the above shares are fully exercised, it will lead to changes in the controlling shareholders and actual controllers of listed companies. On June 11, 2020, Yuntian software made a supplementary disclosure on the above-mentioned stock freezing matters. < / P > < p > the accounting error correction behavior of Yuntian software violates the provisions of Article 4 of the information disclosure rules of listed companies of national small and medium enterprises stock transfer system (issued on December 22, 2017) and Article 3 of the information disclosure rules of listed companies of national small and medium-sized enterprises stock transfer system (issued on January 3, 2020) (hereinafter referred to as the “information disclosure rules”), which constitutes an information disclosure violation Regulations. < p > < p > in view of the above violations, Shao Jun, then chairman of the board of directors, Qian Ying, then financial director, and Huang Fuzi, Secretary of the board of directors, failed to perform their duties faithfully and diligently, violating Article 3 of the information disclosure rules, and were responsible for the above accounting error correction. As the controlling shareholder and actual controller, Shao Jun failed to timely inform the major issues of judicial freezing of shares, and cooperated with the performance of information disclosure obligations, which violated the provisions of Article 75 of the governance rules of listed companies of national small and medium-sized enterprises stock transfer system; Huang Fuzi, then Secretary of the board of directors, failed to timely query the information of the frozen shares held by the company’s shareholders and failed to be faithful They are responsible for the above-mentioned information disclosure violations because they perform their duties diligently and violate the provisions of Article 3 of the information disclosure rules. In accordance with Article 6.1 of the business rules of the national small and medium-sized enterprise stock transfer system (Trial Implementation) and Article 14 of the detailed rules for the implementation of the self-discipline supervision measures and disciplinary measures of the national small and medium-sized enterprise stock transfer system, the company supervision department No.1 of the national stock transfer company has made the following decisions: to take the self-discipline supervision measures of issuing warning letter to Yuntian software; to Shao Jun, Qian Ying and Huangfu We will take self regulatory measures to issue warning letters. Yuntian software, Shao Jun, Qian Ying and huangfuzi shall perform the information disclosure obligations in accordance with the business rules of the national small and medium sized enterprise stock transfer system (Trial Implementation) and the information disclosure rules, so as to ensure that the information disclosure is true, complete, accurate and timely. The registered capital of Yuntian software is 19 million, and its business scope includes management software development, sales and technical services of cement industry. Shao Jun is the legal representative, controlling shareholder, actual controller and chairman of the board of directors, with a shareholding ratio of 83.42%. Huang Fuzi is the general manager and Dong secretary. On January 24, 2014, Yuntian software was listed on the new third board, with CAITONG securities as the sponsor, and Qilu Securities as the sponsor on July 17, 2015. < p > < p > < p > < p > Article 9 of the guidelines for the continuous supervision of the sponsor securities companies of the national small and medium-sized enterprise stock transfer system (for Trial Implementation) stipulates that the sponsor securities company shall supervise the listed company to establish, improve and effectively implement the internal management system, including but not limited to the accounting system, financial management and risk control system, as well as external guarantee, major investment, entrusted financial management, related transaction, etc Business decision-making procedures and rules. < p > < p > on July 17, 2015, Yuntian software announced that the company hired CAITONG securities as the sponsor of recommendation and continuous supervision in November 2013. After full communication and friendly negotiation with CAITONG securities, the company signed the “release of Hangzhou Yuntian Software Co., Ltd. and CAITONG Securities Co., Ltd. on July 17, 2015; On the same day, it signed the continuous supervision agreement with Qilu Securities Co., Ltd. (hereinafter referred to as “Qilu Securities”). < / P > < p > < p > Article 4 of the information disclosure rules of Listed Companies in the national share transfer system for small and medium-sized enterprises (issued on December 22, 2017) stipulates that: the sponsor securities companies, accounting firms, law firms, other securities service institutions and their employees shall, in accordance with the provisions of these rules and other business rules of the national stock exchange system, be responsible for the authenticity, accuracy and completeness of the documents issued Responsibility. < p > < p > < p > Article 3 of the information disclosure rules for listed companies of the national small and medium sized enterprises stock transfer system (issued on January 3, 2020) (hereinafter referred to as the “information disclosure rules”) stipulates that listed companies and other information disclosure obligors shall timely and fairly disclose all information that may have a greater impact on the trading prices of the company’s stocks and other securities and investors’ investment decisions( (hereinafter referred to as material information), and ensure that the information disclosure content is true, accurate and complete, and there is no false record, misleading statement or major omission. The directors, supervisors and senior managers of a listed company shall faithfully and diligently perform their duties to ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete. < p > < p > < p > Article 75 of the governance rules of listed companies of national small and medium-sized enterprises stock transfer system stipulates that shareholders, actual controllers and purchasers of listed companies shall perform their obligation of information disclosure in strict accordance with relevant provisions, timely inform listed companies of changes in control right, rights and interests and other major matters, and ensure that the information disclosed is true, accurate and complete without any falsehood False records, misleading statements or major omissions. The shareholders, actual controllers and purchasers of a listed company shall actively cooperate with the company in fulfilling its obligation of information disclosure, and shall not require or assist the company to conceal important information. < p > < p > < p > Article 6.1 of the business rules of the national small and medium sized enterprise stock transfer system (for Trial Implementation) stipulates that the national stock transfer system company may take the following self-discipline supervision measures for the regulatory objects specified in article 1.4 of the business rules: < / P > < P > (1) require the listed companies, listed companies and other information disclosure obligors or their directors (boards), supervisors (boards) and senior managers The sponsor securities companies, securities service institutions and their relevant personnel shall explain, explain and disclose the relevant issues; < / P > < p > the regulatory objects shall actively cooperate with the daily supervision of the national stock transfer system Corporation, answer questions within the prescribed time limit, submit explanations according to the requirements of the national stock transfer system company, or disclose the corresponding correction or supplementary announcement. < p > < p > < p > Article 14 of the detailed rules for the implementation of self regulatory regulatory measures and disciplinary sanctions in the national stock transfer system for small and medium-sized enterprises stipulates that in handling the self-discipline supervision matters, the national stock transfer companies shall transfer the relevant matters beyond the scope of self-discipline supervision responsibilities, and shall transfer them to the competent units according to law. < p > < p > parties: Hangzhou Yuntian Software Co., Ltd. (hereinafter referred to as “Yuntian software”), with its domicile at Room 903, Wulin complex building, 121 Wensan Road, Xihu District, Hangzhou city. < p > < p > on April 29, 2020, Yuntian software disclosed the announcement on the correction of accounting errors in the previous period, which explained the correction of accounting errors involved in the annual report of 2018. The company adjusted the recognition time point of part of the sales revenue, adjusted the cost and expense ownership of employee compensation social insurance premium and reclassified the accounting subjects according to the beneficiary, and made retroactive adjustment to the financial data in 2018. < / P > < p > among them, the net profit in 2018 attributable to the owner of the parent company before the adjustment is 1288117.68 yuan, and the adjusted proportion is -623182.31 yuan, with an adjustment ratio of – 51.62%; the total owner’s equity attributable to the parent company at the end of 2018 before the adjustment is 6991313.51 yuan, and the total owner’s equity attributable to the parent company at the end of 2018 after adjustment is 4, The adjusted proportion was – 34.35%. < p > < p > on April 28, 2020, the 11770000 shares of the listed company held by Shao Jun, the controlling shareholder and actual controller of Yuntian software, were subject to judicial freeze, accounting for 61.95% of the total share capital of the company. If the above shares are fully exercised, it will lead to changes in the controlling shareholders and actual controllers of listed companies. On June 11, 2020, Yuntian software made a supplementary disclosure on the above-mentioned stock freezing matters. Yuntian software’s correction of accounting errors violates the information disclosure rules of Listed Companies in the national share transfer system for small and medium-sized enterprises (released on December 22, 2017), and is responsible for the behavior. As the controlling shareholder and actual controller, Shao Jun failed to timely inform the major issues of judicial freezing of shares, and cooperated with the performance of information disclosure obligations, which violated the provisions of Article 75 of the governance rules of listed companies of national small and medium-sized enterprises stock transfer system; Huang Fuzi, then Secretary of the board of directors, failed to timely query the information of the frozen shares held by the company’s shareholders and failed to be faithful They are responsible for the above-mentioned information disclosure violations because they perform their duties diligently and violate the provisions of Article 3 of the information disclosure rules. < / P > < p > in view of the above violation facts and circumstances, in accordance with Article 6.1 of the National SME stock transfer system business rules (for Trial Implementation) and Article 14 of the detailed rules for the implementation of self regulatory regulatory measures and disciplinary actions of the National SME stock transfer system, our company has made the following decision: to take the self regulatory measures of issuing a warning letter to Yuntian software. Shao Jun, Qian Ying and huangfuzi were given warning letters to take self regulatory measures. < / P > < p > we hereby give the following warning: you shall perform the obligation of information disclosure in accordance with the business rules of the national small and medium sized enterprises share transfer system (Trial Implementation) and the information disclosure rules, so as to ensure the authenticity, completeness, accuracy and timeliness of information disclosure. We hereby advise your company and relevant responsible parties to pay full attention to the above problems and learn from them to prevent the recurrence of similar problems. Otherwise, our company will take further self-discipline supervision measures or disciplinary actions. For the above punishment, our company will record it in the integrity archives database of securities and futures market. The listed company shall timely disclose the corresponding information within 2 trading days from the date of receiving the self regulatory decision.