*St Furen was fined 1.2 million for four illegal cases, and false credit was found in more than 1.2 million financial reports

According to the decision on administrative punishment ([2020] No. 79) published on the website of China Securities Regulatory Commission on October 14, it is found that Furen Pharmaceutical Group Pharmaceutical Co., Ltd. (hereinafter referred to as “Furen pharmaceutical”, stock name “* ST Furen”, 600781. SH) and its controlling shareholder Furen Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Furen group”) have Illegal facts: < / P > < p > Furen pharmaceutical industry and Furen group, Henan Furen Holding Co., Ltd. (hereinafter referred to as “Furen holding”) constitute an associated relationship, and Kaifeng Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as “kaiyao group”) and Furen group and Furen holdings form an associated relationship. Since 2015, Furen pharmaceutical has provided monetary funds to the controlling shareholder Furen group and Furen holdings, the parent company of Furen group. Furen Pharmaceutical Co., Ltd. did not record the funds provided to Furen group and Furen holding in the financial account books, nor did it disclose the non operating occupation of funds of listed companies by Furen group and Furen holding, resulting in false records and major omissions in the annual reports of 2015 and 2016. < p > < p > in 2015, Furen Pharmaceutical Co., Ltd. did not disclose the amount of non operating funds occupied by Furen group and Furen holdings, the ending balance of 63.8 million yuan, relevant decision-making procedures, occupation reasons and other information, resulting in major omissions in the 2015 annual report. The above occupation of non operating funds was not recorded in the account, which led to the false ending balance of monetary capital of RMB 103 million disclosed in the 2015 annual report of Furen Pharmaceutical Co., Ltd., and the false increase of Monetary Fund was RMB 63.8 million, accounting for 15.17% of the final net assets disclosed in the annual report of that year. < p > < p > in 2016, Furen pharmaceutical did not disclose the beginning amount of 63.8 million yuan, the amount of 8.2 million yuan, the closing balance of 72 million yuan, as well as the relevant decision-making procedures, occupation reasons and other information, which led to significant omissions in the 2016 annual report. The above occupation of non operating funds was not recorded in the account, which led to the false ending balance of monetary capital of RMB 105 million disclosed in the 2016 annual report of Furen Pharmaceutical Co., Ltd., and the false increase of Monetary Fund was RMB 72 million, accounting for 16.63% of the final net assets disclosed in the annual report of that year. < p > < p > from April 25, 2016 to December 26, 2017, Furen Pharmaceutical Co., Ltd. disclosed and updated the restructuring report, planned to issue shares to 14 counterparties such as Furen group and pay cash to purchase 100% equity of the total holding of the group, and said that there was no non operating capital occupation between Furen pharmaceutical and the controlling shareholder, actual controller or other related parties There is no occupation of non operating funds between the group and Furen group, Zhu Wenchen or other related parties. According to the CSRC, this major asset restructuring constitutes related party transactions and backdoor listing, and the target company kaiyao group meets the relevant conditions specified in the administrative measures for initial public offering and listing. According to the investigation, as of December 31, 2015 and December 31, 2016, the balance of funds provided by kaiyao group and its subsidiaries to Furen group and Furen holdings were 350 million yuan and 504 million yuan respectively. The above-mentioned transactions were not recorded in the financial account books of the prescribing group, which resulted in the false balance of monetary funds in the financial statements of the prescribing group disclosed in the restructuring report. The above-mentioned illegal facts and this illegal fact lead to false records of monetary fund balance in the financial statements of Furen Pharmaceutical Co., Ltd. disclosed in the restructuring report. In 2015 and 2016, the monetary funds were falsely increased by 413 million yuan and 576 million yuan, accounting for 12.95% and 14.79% of the net assets at the end of each year respectively. Most of the above occupied funds have not been returned since the SFC accepted and approved. Therefore, the statement that there is no occupation of non operating funds in the restructuring report also contains false records. < p > < p > the CSRC believes that Furen pharmaceutical’s disclosure of false records of restructuring reports violates the administrative measures for material assets reorganization of listed companies (CSRC Order No. 109 of October 23, 2014, September 8, 2016) Article 4 of order No. 127 of the CSRC and Article 63 of the securities law of 2005 constitute the acts mentioned in the first paragraph of Article 55 of the measures for the administration of material assets reorganization of listed companies and the first paragraph of Article 193 of the securities law of 2005. Furen pharmaceutical submitted the false record reorganization report to the CSRC for examination and approval, which constituted the behavior described in Article 54 of the measures for the administration of material assets reorganization of listed companies and the second paragraph of Article 193 of the securities law of 2005. After investigation, the CSRC found that the directors who signed the commitment in the previous restructuring reports were Zhu Wenchen, Zhu Chenggong, Zhu Wenliang and Su Hongsheng, independent directors An Hui, Geng Xinsheng, Li Wen, Zhang Yanbing, Secretary Zhang Haijie, CFO Zhao Wenrui, Zhu Xuexue, and supervisors Zhu Wenyu, Fuhai and Li Cheng. Among them, Zhu Wenchen made decisions and arranged for Furen group and Furen holdings to occupy the funds of Furen pharmaceutical and kaiyao group. He not only knew that Furen pharmaceutical was occupied by Furen group and Furen holding, but also knew that the underlying asset kaiyao group was also occupied by Furen group and Furen holdings, but still signed a promise to guarantee the authenticity of the restructuring report Be accurate and complete, and be the person in charge directly responsible. Zhu Xuexue served as the financial director of Furen group from 2003 to June 2017. He was directly responsible for the occupation of funds of Furen pharmaceutical and prescription group by Furen group. The remaining 12 persons are other directly responsible persons. Among them, Zhu Chenggong, Zhu Wenliang, Su Hongsheng, Zhao Wenrui and Zhu Wenyu know about Furen group’s occupation of funds of Furen pharmaceutical; in addition, due to the post holding relationship, independent director Zhang Yanbing signed a restructuring report, and CFO Zhao Wenrui signed three restructuring reports. < p > < p > Furen group is the controlling shareholder of Furen pharmaceutical and prescription group. In order to realize the overall listing of pharmaceutical assets, Furen group plans, organizes and implements the injection of Pharmaceutical Group into Furen pharmaceutical industry, which is a major asset restructuring under the same control. In 2015 and 2016, Furen group occupied the funds of the subsidiary company of the prescription group on a large scale, and did not provide the relevant information to Furen pharmaceutical industry truthfully during the restructuring. As the counterpart of the transaction, Furen group made a public commitment in the restructuring report to ensure that the information provided is true, accurate and complete. < p > < p > the CSRC believes that the above-mentioned behaviors of Furen group violate the provisions of Article 4 of the measures for the administration of material assets reorganization of listed companies, and constitute the behaviors mentioned in the second paragraph of Article 55 of the measures for the administration of material assets reorganization of listed companies. According to the provisions of the second paragraph of Article 55 of the measures for the administration of material assets reorganization of listed companies, the punishment shall be imposed in accordance with Article 193 of the securities law of 2005, and Zhu Wenchen is the person in charge directly responsible. (4) there are false records and major omissions in the 2017 and 2018 annual reports of Furen Pharmaceutical Co., Ltd., and the related party guarantee was not disclosed in time in 2018 < / P > < p > in 2017, Furen pharmaceutical incorporated the prescription group into the consolidated statements. Most of the funds provided by Furen pharmaceutical and kaiyao group to Furen group and Furen holdings in previous years have not been returned in 2017 and 2018, and new occupation has occurred. Furen pharmaceutical has not recorded the relevant capital occupation, nor disclosed the non operating occupation of funds of listed companies by Furen group and Furen holding, resulting in the annual reports of 2017 and 2018 disclosed There are false records and major omissions. < p > < p > in 2017, Furen pharmaceutical did not disclose the opening amount of 576 million yuan, the amount of – 109 million yuan, the closing balance of 467 million yuan, and the relevant decision-making procedures, occupation reasons and other information, which led to major omissions in the 2017 annual report. The above occupation of non operating funds was not recorded in the account, resulting in the false ending balance of monetary capital of 1.289 billion yuan disclosed in the 2017 annual report of Furen Pharmaceutical Co., Ltd., and the false increase of Monetary Fund was 467 million yuan, accounting for 10.02% of the final net assets disclosed in the annual report of that year. < p > < p > in 2018, Furen Pharmaceutical Co., Ltd. did not disclose the opening amount of RMB 467 million, the amount of RMB 870 million, the closing balance of RMB 1.337 billion, as well as the relevant decision-making procedures, occupation reasons and other information, leading to major omissions in the annual report of 2018. The above occupation of non operating funds was not recorded in the account, resulting in the false ending balance of monetary capital of 1.656 billion yuan disclosed in the 2018 annual report of Furen Pharmaceutical Co., Ltd., and the false increase of monetary capital was 1.337 billion yuan, accounting for 24.45% of the final net assets disclosed in the annual report of that year. < / P > < p > in addition, in 2018, Furen pharmaceutical provided four guarantees for the loans of Furen group and Zhu Wenchen, involving a total contract amount of 140 million yuan, with an outstanding amount of 72 million yuan as of December 31, 2018. Furen pharmaceutical did not disclose the matter in time, nor did it disclose the matter in the annual report of 2018, resulting in major omissions in the relevant annual report. < p > < p > according to the CSRC, the false increase of monetary funds, the non disclosure of non operating capital occupation by the controlling shareholders and their related parties in the annual reports of Furen pharmaceutical from 2015 to 2018, as well as the non disclosure of guarantee of related parties in the annual report of 2018, led to the existence of false records and major omissions in the periodic reports, which violated Article 63 of the securities law of 2005 and the public offering of securities Article 31 (1) and Article 40 (4) of the standards for contents and formats of company information disclosure No. 2 – Contents and forms of annual reports (CSRC announcement [2015] No. 24, CSRC announcement [2016] No. 31, CSRC announcement [2017] No. 17) and item 6 of Article 66 of the Securities Law of 2005 constitute the first item of Article 193 of the securities law of 2005 The act referred to in. The directors who signed the written confirmation opinions in the annual report from 2015 to 2018 include Zhu Wenchen, Zhu Chenggong, Zhu Wenliang and Su Hongsheng, independent directors An Hui, Geng Xinsheng, Li Wen, Zhang Yanbing, Secretary of the board Zhang Haijie, chief financial officer Zhu Xuexue and Zhao Wenrui, and supervisors Zhu Wenyu, Li Cheng and Fu Hai. Zhu Wenchen made decisions and arranged for Furen group and Furen holdings to occupy the funds and guarantee of the listed company, but he still ensured that the annual report from 2015 to 2018 was true, accurate and complete, and he was the directly responsible person in charge. The directors Zhu Chenggong, Zhu Wenliang, Su Hongsheng, and the former and former CFOs Zhao Wenrui and Zhu Xuexue were all aware of the fund occupation of Furen group and Furen holding company, and they were the directly responsible executives. Due to the post relationship, the CFOs Zhu Xuexue and Zhao Wenrui signed two annual reports respectively. The remaining eight are other directly responsible persons. Among them, Zhu Wenyu, chairman of the board of supervisors, is also aware of the fund occupation of Furen group and Furen holding company. In addition, due to the post holding relationship, independent director Zhang Yanbing signed an annual report. Zhu Wenchen signed the loan agreement between Furen group, Furen holding and Furen Pharmaceutical Co., Ltd. and their subsidiaries within the scope of merger. He was the biggest beneficiary of fund occupation of Furen group and Furen holding. His behavior constituted the situation mentioned in paragraph 3 of Article 193 of the securities law of 2005. In 2018, Furen Pharmaceutical Co., Ltd. failed to disclose the guarantee behavior of related parties in time, which violated item 1 (5) of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and item 12 of paragraph 2 of Article 67 of the securities law of 2005, constituting the behavior mentioned in paragraph 1 of Article 193 of the securities law of 2005. Zhu Wenchen, chairman of Furen Pharmaceutical Co., Ltd., and Zhang Haijie, Secretary of the board of directors, are directly in charge. < / P > < p > based on the facts of the illegal act of the party concerned