证券代码：300091 证券简称：金通灵 公告编号：2025-040 金通灵科技集团股份有限公司 第六届董事会第十四次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 根据《公司法》《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公 司章程指引》等法律法规、部门规章、规范性文件及证券交易所自律规则的最新规定， 结合公司实际情况，公司拟不再设立监事会及监事，《公司法》规定的监事会履行的监 督职能由董事会审计委员会承接和行使，同步废止《监事会议事规则》。 本议案尚需提交股东会以特别决议事项审议。 一、董事会会议召开情况 1.金通灵科技集团股份有限公司（以下简称"公司"）第六届董事会第十四次 会议（以下简称"本次会议"）通知及相关资料于 2025 年 10 月 13 日以电子通讯方 式送达全体董事。 2.本次会议于 2025 年 10 月 16 日以现场与通讯相结合的方式在江苏省南通市崇 川区钟秀中路 135 号公司七楼会议室召开。 3.本次会议应到董事 8 人，实到董事 8 人，其中朱雪忠、王恒以通讯表决方式 出席会议。 4.本次会议由董事长张 ...

Core Viewpoint - Jintongling (300091.SZ) has been convicted of securities fraud and financial misconduct, resulting in significant penalties for the company and its executives [2][6][12]. Financial Misconduct - Jintongling was found guilty of fraudulent issuance of securities, leading to a fine of 8 million yuan [2][6]. - The company's former actual controller, Ji Wei, received a 6-year prison sentence and a fine of 3 million yuan for violating information disclosure laws and securities fraud [2][7]. - Over a span of 6 years, Jintongling engaged in financial fraud, misreporting losses as profits for 4 of those years [2][12]. Financial Performance - Jintongling has faced continuous financial pressure, with cumulative losses of 2.385 billion yuan from 2022 to mid-2025 [3][15]. - The company reported a staggering asset-liability ratio of 92.04% as of June 30, 2025 [4][15]. - Revenue figures have declined, with 2023 and 2024 revenues at 1.45 billion yuan and 1.407 billion yuan, respectively, representing year-on-year decreases of 6.6% and 2.95% [14]. Corporate Restructuring - Jintongling is currently in a pre-restructuring phase, with plans for investment from Huitongda Network Co., Ltd., which aims to acquire 711 million shares at a price of 1.3996 yuan per share, totaling 994 million yuan [16]. - The company is under scrutiny regarding its ability to recover from its current financial and operational challenges [5][17]. Management Accountability - Six senior executives, including Ji Wei and financial director Yuan Xueli, have received prison sentences and fines for their roles in the fraudulent activities [7][10][11]. - The actions of these executives have been deemed particularly severe, leading to significant economic losses for investors [12]. Business Transition - Jintongling has attempted to transition from a traditional equipment provider to a high-end equipment and diversified system solution manufacturer [3][13]. - Despite this strategic shift, the company has struggled to achieve positive financial results, indicating challenges in its operational execution [14].

Core Points - Jin Tong Ling was found guilty of securities fraud and fined 8 million yuan, with its former chairman sentenced to 6 years in prison and fined 3 million yuan [1][2][4] - The case highlights the regulatory authorities' comprehensive approach to tackling financial misconduct in the capital market, enhancing the cost of illegal activities [1][8] Group 1: Legal Proceedings - Jin Tong Ling's fraudulent activities included providing false financial data in annual reports for six consecutive years, misrepresenting losses as profits, leading to significant investor losses [8][9] - The Shanghai Third Intermediate People's Court sentenced several executives, including the former chairman and CFO, to prison terms ranging from 1 year and 10 months to 6 years, along with substantial fines [4][6][7] Group 2: Regulatory Actions - The Jiangsu Securities Regulatory Bureau imposed administrative penalties on Jin Tong Ling for financial misconduct, including a fine of 1.5 million yuan and warnings to responsible executives [9][10] - A special representative lawsuit has been initiated to address the securities fraud, indicating a structured legal response to protect investor rights [10]

Core Points - The case of Jintongling has resulted in significant legal consequences for its executives, highlighting the increasing severity of regulatory actions against financial fraud in China's capital markets [1][3][5] Group 1: Legal Consequences - Jintongling was fined 8 million yuan for committing securities fraud [3] - Former Chairman Ji Wei received a 6-year prison sentence and a fine of 3 million yuan for multiple offenses, including the fraudulent issuance of securities [3][6] - Other executives, including the former CFO and board secretary, received varying prison sentences and fines for their roles in the fraudulent activities [2][4][3] Group 2: Regulatory Actions - The Jiangsu Securities Regulatory Bureau had previously imposed administrative penalties on Jintongling for financial misconduct from 2017 to 2022 [1][9] - The company provided false financial data in annual reports over six years, misrepresenting losses as profits, which led to significant investor losses [6][8] - A special representative lawsuit has been initiated to address the securities fraud claims against Jintongling, indicating a broader effort to protect investor rights [9]

Core Points - Jintongling (300091.SZ) has been sentenced for securities fraud, with a fine of 8 million yuan and its chairman, Ji Wei, receiving a 6-year prison term and a fine of 3 million yuan [2][4] - The company has faced administrative penalties from the Jiangsu Securities Regulatory Bureau for financial fraud from 2017 to 2022, with ongoing civil litigation initiated by a representative [2][5][7] Summary by Category Criminal Sentences - Jintongling was found guilty of securities fraud and fined 8 million yuan, which is 1.17% of its latest audited net assets [4] - Ji Wei was sentenced to 6 years in prison for securities fraud and information disclosure violations, while other executives received varying prison terms and fines [4][6] Administrative Penalties - The Jiangsu Securities Regulatory Bureau imposed a fine of 1.5 million yuan on Jintongling for financial misconduct, including inflating revenue and profits through falsified documents from 2017 to 2022 [5][6] - Specific fines were also levied against Ji Wei and other executives for their roles in the fraudulent activities [6] Civil Litigation - A special representative lawsuit has been initiated against Jintongling for securities fraud, with the Nanjing Intermediate Court announcing the commencement of this process [7] - Legal experts emphasize the importance of a comprehensive regulatory approach to deter financial fraud in the capital market [7]

Core Viewpoint - The financial fraud case of Jintongling (SZ300091, stock price 2.92 yuan, market value 4.348 billion yuan) has reached a critical juncture with the issuance of a criminal judgment by the Shanghai Third Intermediate People's Court [1][2]. Summary by Sections Criminal Judgment - Jintongling has been fined 8 million yuan for the crime of fraudulent issuance of securities according to the first-instance judgment [3]. - The former chairman and actual controller, Ji Wei, has been sentenced to six years in prison and fined 3 million yuan for the crimes of violating the disclosure of important information and fraudulent issuance of securities [4][10]. - Other responsible individuals, including Yuan Xueli, Xu Kunming, and Mao Xinpeng, have also received prison sentences and fines [5]. Details of Fraudulent Activities - The public prosecution by the Shanghai People's Procuratorate Third Branch accused Jintongling of providing false financial data in annual reports for six consecutive years, misrepresenting losses as profits for four years, leading to significant investor losses [6]. - The company fabricated major false content in stock issuance documents directed at specific parties [6]. - The 8 million yuan fine represents 1.17% of the company's most recent audited net assets, and the company stated that this matter does not trigger mandatory delisting conditions under the Shenzhen Stock Exchange's rules [6]. Previous Administrative Penalties - Prior to the criminal judgment, Jintongling had already faced administrative penalties totaling 5.7 million yuan for its fraudulent activities from 2017 to 2022 [12]. - The Jiangsu Securities Regulatory Bureau revealed that the company systematically inflated or deflated revenue and profits through various means, including falsifying project completion progress and prematurely recognizing revenue [12][13]. - Specific inflated revenue figures included 501 million yuan in 2017, 550 million yuan in 2018, and 68.93 million yuan in 2021, among others [13]. Financial Performance - In the 2024 annual report, Jintongling reported total revenue of 1.407 billion yuan, a year-on-year decrease of 2.95%, and a net loss attributable to shareholders of 1.314 billion yuan, compared to a loss of 506 million yuan in the previous year [18]. - The company also reported a net cash flow from operating activities of -132 million yuan, worsening from -35.89 million yuan in the previous year [18]. - The stock price fell by 1.68% to 2.92 yuan per share, with a total market value of 4.3 billion yuan [19].

Core Viewpoint - The financial fraud case of Jintongling (SZ300091) has reached a critical juncture, with significant legal consequences for the company and its executives [1] Group 1: Legal Consequences - Jintongling has been fined 8 million RMB for fraudulently issuing securities, which represents 1.17% of its latest audited net assets [2] - The former chairman and actual controller, Ji Wei, has been sentenced to six years in prison and fined 3 million RMB for violating information disclosure laws and fraudulently issuing securities [2][3] - Other executives, including the financial director and board secretary, have also received prison sentences and fines for their involvement in the fraud [4] Group 2: Fraudulent Activities - Jintongling systematically inflated or deflated its revenue and profits from 2017 to 2022 through various deceptive practices, including falsifying project completion reports and prematurely recognizing revenue [6][7] - The company reported inflated revenues of 501 million RMB, 550 million RMB, 68.93 million RMB, and 15.31 million RMB for the years 2017, 2018, 2021, and 2022, respectively, while also reporting a revenue reduction of 197 million RMB in 2019 [7] Group 3: Regulatory Actions - The Jiangsu Securities Regulatory Bureau has conducted an in-depth investigation into Jintongling's fraudulent activities, leading to administrative penalties totaling 5.7 million RMB prior to the criminal judgment [5][7] - The company has been ordered to correct its financial statements and has received warnings alongside fines for its executives, reflecting the severity of the violations [7]

Core Viewpoint - Jintongling Technology Group Co., Ltd. has been convicted of fraudulently issuing securities, as per the criminal judgment issued by the Shanghai Third Intermediate People's Court on September 30, 2025 [1] Summary by Relevant Sections - **Criminal Conviction**: The company has been found guilty of fabricating significant false information in the documents related to the issuance of stocks to specific targets, leading to criminal liability for the crime of fraudulent issuance of securities [1] - **Regulatory Impact**: This matter will not affect the compliance with the Shenzhen Stock Exchange's Growth Enterprise Market listing rules, specifically Chapter 10, Section 5 [1]

Core Viewpoint - The company, Jintongling Technology Group Co., Ltd., has been sentenced for securities fraud, resulting in significant penalties for both the company and its executives [1][2]. Group 1: Legal Consequences - The company was found guilty of fraudulently issuing securities and was fined 8 million RMB, which represents 1.17% of its most recent audited net assets [2]. - Several executives received prison sentences ranging from 1 year to 6 years, along with various fines, highlighting the severity of the legal repercussions [1]. Group 2: Impact on Company Operations - The fraudulent activities involved fabricating significant false information in stock issuance documents directed at specific investors [2]. - The company will account for the financial penalties according to relevant accounting standards, with the specific impact on current or future profits to be determined by audit opinions [2].

| 序 | 竞买人名称或姓名 | 竞买号 | 成交股份数量 | 成交金额（元） | 占公司总股本比 | | --- | --- | --- | --- | --- | --- | | 号 | | | （股） | | 例 | | 1 | 史宪荣 | 234467635 | 1,390,000 | 3,791,781.00 | 0.093341% | | 2 | 储晓杰 | 234483356 | 1,390,000 | 3,791,781.00 | 0.093341% | | 3 | 北京奥源华宇科技 有限公司 | 234445695 | 1,390,000 | 3,791,781.00 | 0.093341% | | 4 | 史宪荣 | 234477665 | 1,390,000 | 3,791,781.00 | 0.093341% | | 5 | 邓文婷 | 234475416 | 1,390,000 | 3,791,781.00 | 0.093341% | | 6 | 史宪荣 | 234477761 | 1,390,000 | 3,791,781.00 | 0.093341% | | 7 | 孙永宪 | ...