On May 31, the Securities Supervision Commission said that it had recently made an administrative penalty decision on Hengda Real Estate’s bond fraud issuance and information disclosure violations according to law, ordered Hengda Real Estate to correct, gave a warning and fined 4.175 billion yuan, and imposed a top fine of 47 million yuan on the then chairperson and actual controller of Hengda Real Estate.
This time, the Securities Supervision Commission punished Hengda Real Estate’s fraudulent issuance of bonds according to 20% of the proceeds raised, and imposed a maximum fine on its information disclosure violations. This is the strictest measure since the unified law enforcement of the bond market. It not only punishes financial fraud severely according to the law, but also fully considers the scale of Hengda Real Estate bonds and the overall work of "guaranteeing the delivery of housing", and insists on the unity of political, social and legal effects. At the same time, the Securities Supervision Commission is promoting the investigation of relevant intermediaries.
Inflated revenue and profits, inExchange market fraud
The Securities Supervision Commission found that from 2019 to 2020, Evergrande Real Estate inflated its income and profits by recognizing its income in advance, resulting in fraudulent issuance of bonds publicly issued in the exchange market, and the relevant annual reports disclosed contained false records. At the same time, Evergrande Real Estate also failed to disclose regular reports on time, failed to disclose major litigation and arbitration as required, and failed to disclose due debts as required.
Securities Supervision Commission administrative penalty decision shows that the punishment involves Xu Jiayin and many other Hengda real estate executives at that time.
In terms of the amount involved, the penalty decision found that in 2019 Hengda Real Estate implemented financial fraud by confirming income in advance, and the false income was 2139.89 billion yuan, accounting for 50.14% of the current operating income, corresponding to the false cost of 173.267 billion yuan, false profit 40.722 billion yuan, accounting for 63.31% of the total profit of the current period.
In 2020, the inflated income was 350.157 billion yuan, accounting for 78.54% of the current operating income, corresponding to 2988.68 billion yuan of inflated costs and 51.289 billion yuan of inflated profits, accounting for 86.88% of the current total profit.
Due to the fact that the relevant data of the 2019 and 2020 annual reports with false records were quoted in the issuance documents announced during the issuance of the above bonds, Evergrande Real Estate fraudulently issued 20.80 billion yuan of bonds from May 2020 to April 2021.
In addition, Evergrande Real Estate failed to disclose the 2021 annual report, 2022 interim report and 2022 annual report on schedule, failed to disclose the situation of major litigation and arbitration as required, and failed to disclose the situation of failing to pay off due debts as required.
The penalty decision shows that as of August 31, 2023, Hengda Real Estate has not disclosed a total of 1533 major litigation and arbitration matters (the amount involved 50 million or more) in a timely manner as required since January 1, 2020, and the amount involved is 431.259 billion yuan.
As of August 31, 2023, Hengda Real Estate has failed to pay off 2,983 maturing debts in a timely manner since January 1, 2021, involving an amount of 2785.31 billion yuan.
Hengda Real Estate’s financial fraud is integratedtransformadvance, Xu Jiayin is to blame
In terms of wording, the punishment decision used terms such as "the means were particularly bad and the circumstances were particularly serious" for Xu Jiayin, the then chairperson. In view of Xu Jiayin’s decision and organization of financial fraud, the means were particularly bad and the circumstances were particularly serious. In accordance with the "Securities Law" and other relevant provisions, Xu Jiayin was banned from the securities market for life.
The Securities Supervision Commission stated that the evidence in the case is sufficient to prove that Xu Jiayin, as the chairperson and actual controller of Evergrande Real Estate, arranged and organized financial fraud, such as asking for the adjusted income level of operating indicators and deciding what index data to use. These related matters are all important components of the financial fraud process, which directly led to the illegal acts of fraudulent issuance and false records in Evergrande Real Estate. Accordingly, the Securities Supervision Commission determined that it made decisions and organized the implementation of financial fraud, and took responsibility for fraudulent issuance and false records in annual reports.
"In addition to failing to fulfill his duty of diligence as chairperson of Evergrande Real Estate, Xu Jiayin used the control of the actual controller over the company to instruct relevant personnel to commit financial fraud," the penalty decision states.
The Securities Supervision Commission believes that the evidence in the case proves that the financial fraud of Hengda Real Estate is the cooperation of the relevant functional areas of business of the company, the company headquarters and the project company are promoted as a whole, and the means of fabricating important facts such as modifying and adjusting the delivery list of the year and modifying the delivery time of the Mingyuan system are taken. It involves a wide range and a large amount of fraud. These matters have obviously exceeded the scope of duties and performance procedures that the chairperson can organize and implement.
Hengda Real Estate Bond Fraudulent Issuance and False Records in Annual Reportsnot exceededstatute of limitations
Xu Jiayin stated in his defense opinion that Hengda Real Estate’s illegal behavior has exceeded the time limit for administrative punishment and should not be subject to administrative punishment, and the audit institution should be held responsible.
In this regard, the Securities Supervision Commission believes that the "Administrative Punishment Law" stipulates that if the illegal act is not discovered within two years, no administrative penalty will be imposed, unless the law provides otherwise. As long as the clues of the illegal act have entered the field of vision of the competent authority, the illegal act should be determined to be "discovered".
In August 2021, Hengda Real Estate risk broke out. In December 2021, relevant departments organized accounting firms to conduct an asset inventory special project audit of Hengda Group. In March 2022, the audit found that Hengda Real Estate was suspected of violations such as early recognition of income. Therefore, the illegal acts involved in the case were discovered by the competent authorities no later than March 2022.
Evergrande Real Estate disclosed its 2019 and 2020 annual reports in April 2020 and April 2021 respectively. At the same time, the issuance time of the five bonds of 20 Evergrande 02, 20 Evergrande 03, 20 Evergrande 04, 20 Evergrande 05, and 21 Evergrande 01 was not earlier than May 26, 2020, and the time of discovery was not more than 2 years from March 2022. The responsible personnel in this case participated in the preparation of false data and reports or signed the corresponding reports and documents, and did not exceed the 2-year time limit for administrative penalties.
In summary, Hengda Real Estate disclosed false records in the 2019 and 2020 annual reports and the illegal issuance of fraudulent bonds of public distribution companies are within the time limit for administrative penalties.
Beijing News Shell Financial Reporter, Zhang Xiaochong, Editor, Chen Li, Proofreader, Lucy