奇！上市前多年财务造假，为何不构成欺诈发行？

Core Viewpoint - The company, Tonghui Information, has been found to have committed financial fraud for four consecutive years, inflating revenues by over 60 million yuan, yet it does not constitute fraudulent issuance, thus temporarily avoiding delisting [1][3][5]. Group 1: Financial Misconduct - The company inflated its revenue and profits through fictitious business contracts and premature or delayed revenue recognition from 2018 to 2021 [1][2]. - The inflated revenue and profit figures for each year are as follows: - 2018: 20.73 million yuan in revenue, 10.46 million yuan in profit - 2019: 9.61 million yuan in revenue, 8.15 million yuan in profit - 2020: 14.98 million yuan in revenue, 7.37 million yuan in profit - 2021: 18.07 million yuan in revenue, 5.88 million yuan in profit [2]. Group 2: Regulatory Actions - The Beijing Securities Regulatory Bureau has issued a notice of administrative penalty, imposing a total fine of 35.5 million yuan on the company and its executives [1][8]. - The penalties include: - 9 million yuan fine for the company - 11.5 million yuan fine for the actual controller and former chairman, Dai Fuhao - 7 million yuan fine for the former vice president, Cui Zhenying - 3 million yuan fine for the former CFO, Ji Haiyan [8]. Group 3: Company Background and Listing Process - Tonghui Information was established in 2008 and listed on the New Third Board in 2011 [5]. - The company aimed to publicly issue up to 28.75 million shares at a base price of 2.64 yuan per share, raising 100 million yuan for digital visual research and development [6]. - The company transitioned to the Beijing Stock Exchange without issuing new shares, which is a key reason it does not face delisting for fraudulent issuance [7]. Group 4: Financial Performance and Future Risks - The company has faced continuous operational pressure since its listing, with net profits showing 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 reported a revenue decline of 78.66% and a net profit loss of -14.39 million yuan, indicating ongoing financial struggles [10]. - If the company fails to turn a profit in 2025 and revenue remains below 50 million yuan, it may trigger financial delisting risks [10].