Sichuan regulator orders Wisesoft to rectify, citing undisclosed related-party deals and fund diversion

Source: Sichuan Securities Regulatory Bureau

Date: September 17, 2026

To: Sichuan University Zhisheng Software Co., Ltd., You Zhisheng, Yang Bo, Liu Jianbo, Hu Qingxian, Wu Junjie

Following an inspection, the following issues have been identified at your company:

1. Failure to Timely Review and Disclose Related-Party Transactions

• Undisclosed related-party relationship and transactions: From May 2020 to April 2022, and from April 2024 to the present, Liu Jianbo served as Deputy General Manager, Chief Financial Officer, and General Manager of the listed company, while simultaneously serving as General Manager of the investee company Chengdu Wanlian Sensor Network Technology Co., Ltd. (hereinafter "Wanlian Sensor"). The company failed to timely disclose the related-party relationship with Wanlian Sensor, and failed to review and disclose related-party transactions with Wanlian Sensor in 2021 and 2024.
• Unapproved annual transaction limits: From 2022 to 2024, the company engaged in business dealings with 13 related parties but failed to review and disclose the annual limits for routine related-party transactions.

These actions violate Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 182 and CSRC Decree No. 226).

2. Failure to Disclose Performance Commitments of an Investee Company

In April 2019, the company signed a Capital Increase Agreement and its supplementary agreements with Tianjin Hualan Yitian Technology Co., Ltd. (hereinafter "Hualan Yitian"), which included corresponding performance commitment clauses. However, the company only reviewed and disclosed the capital increase matter through its board of directors, failing to disclose the performance commitment-related matters and the subsequent fulfillment status of those commitments.

This violates:

• Article 8, Paragraph 2 of the Guidelines for the Supervision of Listed Companies No. 4 – Commitments and Fulfillment by Actual Controllers, Shareholders, Related Parties, and Acquirers of Listed Companies (CSRC Announcement [2013] No. 55)
• Articles 10 and 11 of the Guidelines for the Supervision of Listed Companies No. 4 – Commitments by Listed Companies and Their Related Parties (CSRC Announcement [2022] No. 16 and CSRC Announcement [2025] No. 5)
• Article 2, Paragraph 1 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 40)
• Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 182 and CSRC Decree No. 226)

3. Failure to Disclose Non-Operating Fund Occupation

From July 2024 to April 2025, the company's actual controller, You Zhisheng, borrowed RMB 15 million from the listed company under the pretext of advance payments to repay bank loans of his related parties. The funds were returned in April 2025. During the borrowing period, this constituted a non-operating fund occupation. The company failed to disclose this fund occupation in its 2024 annual report.

This violates Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 182 and CSRC Decree No. 226) and Article 5 of the Guidelines for the Supervision of Listed Companies No. 8 – Regulatory Requirements for Fund Flows and External Guarantees of Listed Companies (CSRC Announcement [2022] No. 26).

4. Inadequate Internal Control Implementation

From 2022 to 2025, the company exhibited the following deficiencies:

• Inadequate approval procedures and seal management for certain sales contracts and investment contracts
• Failure to timely collect or pursue through judicial channels long-outstanding accounts receivable
• Failure to register and manage products stored by third parties

These issues are inconsistent with the company's internal policy documents, including the Company Charter, Internal Financial Accounting Control System, and Material Management Measures.

This violates Article 36 of the Basic Standards for Enterprise Internal Control, Articles 3 and 4 of the Application Guidelines for Enterprise Internal Control No. 16 – Contract Management, and Articles 3 and 10 of the Application Guidelines for Enterprise Internal Control No. 9 – Sales Business.

5. Non-Standard Accounting Treatment

From 2022 to 2024, the company conducted insufficient impairment tests for fixed assets, inventory, and intangible assets. Additionally, certain development expenditures were not timely expensed or capitalized.

This violates Articles 6, 8, and 9 of the Accounting Standards for Business Enterprises No. 6 – Intangible Assets, and Articles 4 and 5 of the Accounting Standards for Business Enterprises No. 8 – Asset Impairment.

Responsibility Determination

Pursuant to Article 3 and Article 58 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 40), Article 4 and Article 51 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 182), and Article 4 and Article 52 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 226):

• You Zhisheng (Actual Controller and Chairman) and Liu Jianbo (Current General Manager and Former Chief Financial Officer) are held responsible for all of the above violations.
• Yang Bo (Former General Manager) is held responsible for violations 1, 2, 4, and 5.
• Hu Qingxian (Former Chief Financial Officer) is held responsible for violations 2, 4, and 5.
• Wu Junjie (Board Secretary) is held responsible for violations 1, 2, 3, and 4.

Administrative Regulatory Measures

Pursuant to Article 53 of the Administrative Measures for Information Disclosure by Listed Companies (CSRC Decree No. 226) and Article 21 of the Rules for On-Site Inspection of Listed Companies (CSRC Announcement [2025] No. 5), the Sichuan Securities Regulatory Bureau has decided:

• To impose corrective measures on your company.
• To issue warning letters to You Zhisheng, Yang Bo, Liu Jianbo, Hu Qingxian, and Wu Junjie, and to record these actions in the securities and futures market integrity archive.

Your company must take these issues seriously and formulate a rectification plan. A written rectification report must be submitted to this Bureau within 60 days of receiving this decision. Your company and the relevant individuals should learn from this experience, strengthen the study of securities and accounting laws and regulations, enhance financial and internal control management, and strictly fulfill information disclosure obligations.

Right to Appeal

If you disagree with this regulatory measure, you may apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days of receiving this decision, or file an administrative lawsuit directly with a competent People's Court within 6 months of receiving this decision. The above measures shall remain in effect during the reconsideration and litigation period.

Sichuan Securities Regulatory Bureau