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标的公司财务造假!上市公司、券商、会计师都确认完成业绩对赌......

Core Viewpoint - The article discusses the administrative penalty imposed on Jinglan Technology Co., Ltd. for information disclosure violations related to its acquisition of Zhongke Dingzhi Environmental Engineering Co., Ltd. and the subsequent financial misreporting [1][3][10]. Summary by Sections Administrative Penalty Announcement - Jinglan Technology received an administrative penalty notice from the China Securities Regulatory Commission (CSRC) for suspected violations of securities laws [6][7]. - The company is facing a fine of 4 million yuan, while four responsible individuals are subject to fines ranging from 1 million to 2 million yuan, totaling 6.5 million yuan [3][10]. Background of the Case - In September 2018, Jinglan Technology signed an agreement to acquire 56.7152% of Zhongke Dingzhi's shares, with performance commitments to achieve a cumulative net profit of no less than 40 million yuan from 2018 to 2020 [1][8]. - In June 2020, Zhongke Dingzhi inflated its revenue, costs, and profits through false cost reporting in a project to meet these performance commitments, leading to significant misstatements in Jinglan Technology's 2020 annual report [2][8]. Financial Misreporting Details - The inflated figures included: - Increased operating revenue of 162.91 million yuan, accounting for 14.06% of the reported revenue - Increased operating costs of 96.55 million yuan, accounting for 4.3% of the reported costs - Increased total profit of 66.36 million yuan, accounting for 2.67% of the total profit - Increased net profit of 57.71 million yuan, accounting for 2.27% of the net profit [2][8][9]. Performance Commitment Verification - An independent financial advisor confirmed that Zhongke Dingzhi's actual performance exceeded the promised amounts for net profit and operating cash flow for the years 2018-2020 [5][4]. Company Response and Future Actions - Jinglan Technology expressed sincere apologies to investors and committed to improving internal governance and compliance with disclosure regulations [11]. - The company will continue to fulfill its disclosure obligations and maintain transparency with investors [11][12].