2025 年第二次临时股东会的 2025 年第二次临时股东会的 9 关于同辉佳视 (北京) 信息技术股份有限公司 北京平理律师事务所 法律意见书 北京平理律 uj Beijing PingLi Law Firm 地址:北京市西城区金融大街 19 景富凯分 联系电话:010-6524497 法律意见书 关于同辉佳视(北京)信息技术股份有限公司 北京平理律师事务所 致:同辉佳视(北京)信息技术股份有限公司 同辉佳视(北京)信息技术股份有限公司(以下简称:公司)2025 年第二次临时股东会（以下简称:本次股东会或会议）于 2025年 9 月 30日召开。北京平理律师事务所(以下简称:本所)受公司委托, 指派见证律师(以下简称:本所律师)出席会议,根据《中华人民共 和国公司法》(以下简称:《公司法》)、《中华人民共和国证券法》(以 下简称:《证券法》)、《北京证券交易所股票上市规则》(以下简称《上 市规则》）以及《同辉佳视（北京）信息技术股份有限公司章程》(以 下简称:《公司章程》)、《同辉佳视(北京）信息技术股份有限公司股 东大会议事规则》(以下简称《股东大会议事规则》)的规定,就本次 股东会的召集、召开程序、出席 ...

Market Overview - On September 19, the computer equipment sector declined by 1.08%, with Tonghui Information leading the drop [1] - The Shanghai Composite Index closed at 3820.09, down 0.3%, while the Shenzhen Component Index closed at 13070.86, down 0.04% [1] Stock Performance - Notable gainers included: - Kaleid Technology (Code: 301391) with a closing price of 71.84, up 14.29% and a trading volume of 61,200 shares, totaling 420 million yuan [1] - Haohan Depth (Code: 688292) closed at 25.50, up 3.70% with a trading volume of 72,800 shares, totaling 182 million yuan [1] - Significant decliners included: - Tonghui Information (Code: 430090) closed at 8.80, down 4.56% with a trading volume of 123,100 shares, totaling 110 million yuan [2] - Sanwei Xinan (Code: 688489) closed at 47.53, down 4.46% with a trading volume of 18,100 shares, totaling 87.72 million yuan [2] Capital Flow - The computer equipment sector experienced a net outflow of 2.73 billion yuan from institutional investors, while retail investors saw a net inflow of 2.16 billion yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Individual Stock Capital Flow - Key stocks with significant capital flow include: - Kaleid Technology saw a net inflow of 67.80 million yuan from institutional investors, while retail investors had a net outflow of 54.55 million yuan [3] - China Great Wall (Code: 000066) had a net inflow of 13.20 million yuan from institutional investors, with retail investors experiencing a net outflow of 10.90 million yuan [3]

Group 1 - The stock of Tonghui Information (430090) increased by 7.73% with a turnover rate of 23.71% and a trading volume of 304 million yuan, showing a fluctuation of 11.76% [1] - The stock was listed on the daily trading list due to its turnover rate, with a net buying amount of 10.28 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction amount of 78.68 million yuan, with a buying amount of 44.48 million yuan and a selling amount of 34.19 million yuan, resulting in a net buying of 10.28 million yuan [2] Group 2 - In the past six months, the stock has been listed on the trading list 14 times, with an average price drop of 2.16% the next day and an average drop of 1.97% over the following five days [3] - The largest buying brokerage was China Galaxy Securities with a buying amount of 9.69 million yuan, while the largest selling brokerage was East Money Securities with a selling amount of 9.15 million yuan [3] Group 3 - Related ETFs include the Digital Economy ETF, which tracks the CSI Digital Economy Theme Index [4][5] - The Digital Economy ETF has seen a five-day increase of 10.69% and has a price-to-earnings ratio of 74.55 times, with a recent net inflow of 4.737 million yuan [6]

Group 1 - The core point of the article is that Tonghui Information (stock code: 430090) experienced significant trading activity on September 17, 2025, with a turnover rate of 23.71% and a trading volume of 32.0867 million shares, amounting to a total transaction value of 304 million yuan [1][2][3] Group 2 - The top buying seat was from China Galaxy Securities Co., Ltd., with a purchase amount of approximately 9.69 million yuan [1][2] - The top selling seat was from Eastmoney Securities Co., Ltd., with a selling amount of approximately 9.15 million yuan [1][2] - The trading activity indicates a high level of interest in Tonghui Information, as evidenced by the substantial turnover and trading volume [1][2]

Core Viewpoint - Tonghui Information has been found guilty of financial fraud from 2018 to 2021, leading to administrative penalties proposed by the Beijing Securities Regulatory Bureau, including fines totaling 9 million yuan for the company and significant fines for six responsible individuals [1][5][6]. Financial Misconduct - The company inflated revenue and profits through fictitious business contracts and timing adjustments in revenue recognition, resulting in false disclosures in annual reports and public offering documents [4][5]. - Specific inflated figures include: - 2018: Revenue inflated by 20.17 million yuan, profit inflated by 10.46 million yuan - 2019: Revenue inflated by 9.62 million yuan, profit inflated by 8.15 million yuan - 2020: Revenue inflated by 14.98 million yuan, profit inflated by 7.37 million yuan - 2021: Revenue inflated by 18.07 million yuan, profit inflated by 5.88 million yuan [4][5]. Penalties and Accountability - Proposed penalties include: - Company: 9 million yuan fine and a directive to correct its practices - Actual controller Dai Fuhao: 11.5 million yuan fine and a 10-year market ban - Former Deputy General Manager Cui Zhenying: 7 million yuan fine and a 7-year market ban - Other executives also face fines for their roles in the misconduct [5][6]. Current Financial Performance - For the first half of 2025, the company reported: - Revenue of 37.20 million yuan, a decrease of 78.66% year-on-year - Net loss attributable to shareholders of 14.39 million yuan, an increase in loss of 50.84% year-on-year [7][8]. - The decline in revenue is attributed to the absence of a significant contract recognized in the previous year and the termination of a loss-making product line [9][10]. Strategic Outlook - Despite the penalties, the company asserts that it does not meet the criteria for mandatory delisting and plans to strengthen internal controls and compliance [6][11]. - The company aims to focus on digital solutions in various sectors, including education and finance, and reported a 15.42% increase in revenue from its digital system solutions in the first half of 2025 [11].

Core Viewpoint - The company Tonghui Information has been penalized for financial fraud, including inflating revenue and profits through fictitious contracts and improper revenue recognition from 2018 to 2021, leading to a total fine of 35.5 million yuan for the company and five executives [1][5]. Financial Misconduct - From 2018 to 2021, Tonghui Information inflated its revenue by 62.83 million yuan and profits by 31.87 million yuan through various fraudulent practices [3][4]. - The inflated annual revenues and profits for each year were as follows: 2018 (20.17 million yuan revenue, 10.46 million yuan profit), 2019 (9.62 million yuan revenue, 8.15 million yuan profit), 2020 (14.98 million yuan revenue, 7.37 million yuan profit), and 2021 (18.07 million yuan revenue, 5.88 million yuan profit) [3]. Regulatory Actions - The Beijing Securities Regulatory Bureau has proposed a fine of 9 million yuan for Tonghui Information and 35.5 million yuan in total for the five executives involved, including a 1.15 million yuan fine for the actual controller Dai Fuhao, who is also banned from the market for ten years [1][4]. - The company has a history of regulatory issues, having received multiple penalties for information disclosure violations prior to this incident [9]. Financial Performance Post-Listing - After transitioning to the Beijing Stock Exchange in 2021, Tonghui Information has reported poor financial performance, with net losses of 26 million yuan and 26.5 million yuan from 2022 to the first half of 2025 [1][8]. - As of June 2025, the company's total assets were 193 million yuan, with a debt ratio of 52.88%, and cash reserves of only 19.1 million yuan, making the recent fine of 9 million yuan represent over 47% of its cash [2][8]. Company Background - Tonghui Information, established in 2008 and listed on the New Third Board in 2011, focuses on providing intelligent, high-value solutions integrating digital display, virtual reality, acoustics, and artificial intelligence technologies [6].

Core Viewpoint - Tonghui Information has been penalized for financial fraud, including inflating revenue and profits through fictitious contracts and improper revenue recognition from 2018 to 2021, leading to a total fine of 35.5 million yuan for the company and five executives [1][5][4]. Financial Misconduct - From 2018 to 2021, Tonghui Information inflated its revenue by a total of 62.83 million yuan and profits by 31.86 million yuan through various fraudulent practices [3][4]. - The inflated annual revenues and profits for each year were as follows: 2018 (20.17 million yuan revenue, 10.46 million yuan profit), 2019 (9.62 million yuan revenue, 8.15 million yuan profit), 2020 (14.98 million yuan revenue, 7.37 million yuan profit), and 2021 (18.07 million yuan revenue, 5.88 million yuan profit) [3][4]. Penalties Imposed - The Beijing Securities Regulatory Bureau has proposed a fine of 9 million yuan for Tonghui Information and 35.5 million yuan in total for the five executives involved, including a 1.15 million yuan fine for the actual controller Dai Fuhao, who is also banned from the market for ten years [1][4][5]. - Other executives received fines ranging from 250,000 to 700,000 yuan, with varying durations of market bans [4][5]. Company Performance - After transitioning to the Beijing Stock Exchange in 2021, Tonghui Information has reported poor financial performance, with cumulative net losses of 260 million yuan and 265 million yuan from 2022 to mid-2025 [1][8]. - The company's total assets as of June 2025 were 193 million yuan, with a debt ratio of 52.88% and cash reserves of only 19.1 million yuan, making the 9 million yuan fine represent over 47% of its cash [2][8]. Previous Violations - Prior to this significant penalty, Tonghui Information had faced multiple fines for disclosure issues, including a warning in February 2023 for misappropriating company funds and subsequent disciplinary actions for financial misreporting [9].

Core Viewpoint - The company Tonghui Information has been found to have committed financial fraud for four consecutive years, inflating revenue by over 60 million yuan, yet it does not constitute fraudulent issuance, allowing it to temporarily avoid delisting [1][3][5]. Group 1: Financial Fraud Details - From 2018 to 2021, Tonghui Information and its subsidiaries inflated revenue and profits through fictitious contracts and premature or delayed revenue recognition [1][2]. - The inflated revenue and profit figures for each year are as follows: - 2018: Revenue inflated by 20.73 million yuan, profit inflated by 10.46 million yuan - 2019: Revenue inflated by 9.62 million yuan, profit inflated by 8.15 million yuan - 2020: Revenue inflated by 14.98 million yuan, profit inflated by 7.37 million yuan - 2021: Revenue inflated by 18.07 million yuan, profit inflated by 5.88 million yuan [2]. Group 2: Regulatory Actions - The Beijing Securities Regulatory Bureau has proposed a total fine of 35.5 million yuan against the company and its executives due to the financial fraud [1][8]. - Specific penalties include: - The company fined 9 million yuan - The actual controller and former chairman fined 11.5 million yuan - The former vice president fined 7 million yuan - The former financial director fined 3 million yuan [8]. Group 3: Company Background and Listing Process - Tonghui Information was established in 2008 and listed on the New Third Board in 2011, later moving to the selected layer before transitioning to the Beijing Stock Exchange [6][7]. - The company aimed to raise 100 million yuan for digital visual research and development and working capital during its public offering [6]. Group 4: Current Financial Status - Since its listing on the Beijing Stock Exchange, the company has faced continuous operational pressure, reporting net losses of 44.52 million yuan in 2022, 128.13 million yuan in 2023, and 71.94 million yuan in 2024 [10]. - In the first half of 2025, the company experienced a significant revenue decline of 78.66% and a net loss of 14.39 million yuan, primarily due to the termination of its film distribution business [10].

Core Viewpoint - Tonghui Information has been penalized by the Beijing Securities Regulatory Commission for violations related to information disclosure, involving multiple executives and resulting in significant financial penalties and market bans for key individuals [1][4]. Group 1: Violations and Penalties - From 2018 to 2021, Tonghui Information and its subsidiaries inflated revenue and profits through fictitious contracts and improper revenue recognition, leading to false disclosures in annual reports [2][3]. - The inflated revenues for the years 2018, 2019, 2020, and 2021 were 20.173 million, 9.617 million, 14.976 million, and 18.0653 million respectively, with corresponding profit inflation of 10.4643 million, 8.1486 million, 7.3748 million, and 5.8782 million [2][3]. - The Beijing Securities Regulatory Commission plans to impose a fine of 9 million on Tonghui Information, with individual fines for executives ranging from 250,000 to 11.5 million [3]. Group 2: Market Bans and Corporate Changes - Key executives, including the actual controllers, face market bans of 10 years for Dai Fuhao and 7 years for Cui Zhenying due to their roles in the violations [4]. - Prior to the regulatory actions, Dai Fuhao and Cui Zhenying divorced, altering the control structure of the company [4][5]. Group 3: Financial Performance - In the first half of 2025, Tonghui Information reported revenues of 37.201 million, a decline of 78.66% year-on-year, and a net loss of 14.386 million, down 50.84% year-on-year [6]. - The revenue decline is attributed to the termination of a loss-making business and the absence of significant contract income that was present in the previous year [7]. - The company has experienced continuous net losses over the past three years, with losses of 46.5 million, 128 million, and 71.94 million from 2022 to 2024 [6][7].

Core Viewpoint - Tonghui Information (430090.BJ) has received an administrative penalty notice from the Beijing Securities Regulatory Commission for violations related to information disclosure, involving multiple executives and board members [2][4][5]. Group 1: Violations and Penalties - From 2018 to 2021, Tonghui Information and its subsidiaries inflated revenue and profits through fictitious business contracts and improper revenue recognition, leading to false disclosures in annual reports for those years [4][5]. - The inflated revenues were reported as follows: 2018: 20.17 million yuan, 2019: 9.62 million yuan, 2020: 14.98 million yuan, and 2021: 18.07 million yuan. The inflated profits were: 10.46 million yuan, 8.15 million yuan, 7.37 million yuan, and 5.88 million yuan respectively [4][5]. - The Beijing Securities Regulatory Commission plans to impose a fine of 9 million yuan on Tonghui Information and fines on individual executives, including 11.5 million yuan on former chairman Dai Fuhao and 7 million yuan on former vice president Cui Zhenying [5][6]. Group 2: Management and Control - Dai Fuhao and Cui Zhenying, as actual controllers, organized and directed the illegal information disclosure activities, which are considered serious violations [5][7]. - Dai Fuhao is subject to a 10-year market ban, while Cui Zhenying faces a 7-year ban due to their significant roles in the violations [7][8]. Group 3: Financial Performance - In the first half of 2025, Tonghui Information reported revenues of 37.2 million yuan, a decline of 78.66% year-on-year, and a net loss of 14.39 million yuan, down 50.84% year-on-year [11]. - The revenue decline is attributed to the termination of a loss-making business and the absence of large contract income that was present in the previous year [11]. - The company has experienced continuous net losses over the past three years, with losses of 46.5 million yuan in 2022, 128 million yuan in 2023, and 71.94 million yuan in 2024 [11]. Group 4: Market Position - As of September 5, 2025, Tonghui Information's stock price increased by 2.35% to 9.16 yuan per share, with a market capitalization of 1.826 billion yuan [12].