The financial report is released, but it is not guaranteed!Can Dong Jian Gao declare exempt?

Fengkou Finance reporter Liu Jian

The semi -annual report of listed companies was at the end of the disclosure of the disclosure of the company. The semi -annual report is the starting point for investors to understand the basic situation of listed companies. If the authenticity cannot be guaranteed, how much will investors' psychological shadows be?

Fengkou Finance found that in the disclosure of this semi -annual report, many companies' director and supervisor stated that the half -annual report of its company did not guarantee authenticity, which had to make investors doubt. Rough statistics, the directors of the directors of dozens of companies have issued a statement that the company's semi -annual report cannot be guaranteed.

What is the situation behind it? How can the semi -annual report that even the director of the director's unbelievable trust makes investors reassuring? Can the director of the director not be sure that the director of the supervisor does not guarantee it?

Do not guarantee authenticity! The reasons for the director of the director

The semi -annual report disclosed that in the announcement of many listed companies, there was a statement that made investors feel puzzled, that is, the company's director and supervisor's senior managers could not guarantee the authenticity of the semi -annual report of their company. A semi -annual report that cannot guarantee its authenticity, preparation, and integrity, so how can investors believe it?

Different from the annual report, there is no professional third -party audit in the semi -annual report. Some of the independent directors that stated that "not guaranteeing the truth" said that in the case of no independent third -party report, it is difficult to determine the true reliability of financial data.

On August 30,*ST successfully independent independent directors Lu Wei and Zhang Qi stated that the authenticity, accuracy and integrity of the company's semi -annual report in 2022 were unreasonable. The reason why it is not guaranteed is that the company's 2021 annual report and the "2021 Internal Control Self -Evaluation Report" and the "2021 Internal Control Audit Report" issued by the Daxin Accounting Firm (special common partnership) (special common partnership) The matters involved in the opinions have not been completely resolved.

Li Lin, the director of ST San Sheng, and Xiong Yan, also stated that they did not guarantee the authenticity, accuracy, and integrity of the content of the report in the semi -annual report in 2022. The specific reason that cannot be guaranteed is that I do not participate in the actual management and management of the company, and I have doubts about the company's exchanges and asset impairment. Essence

Sun Jiu Gang, the director of the people, was unable to ensure that the company's half -annual report was not attended by the board of directors.

Qiao Luyu, the director of Jinjia, cannot fulfill his chairman and legal representative duties normally. The company has not obtained Director Qiao Luyu to guarantee the real, accurate and complete written opinion of the 2022 semi -annual report.

Ms. Cai Min, an independent director of Asia Pharmaceutical, also stated that it was impossible to guarantee the truth, accuracy, and integrity of the company's semi -annual report in 2022. The reason for the fact that it is not that it believes that the submission of the report from the semi -annual report of 2022 and the voting time is too short and the audit has not been audited. There is no enough time to verify it, and it is impossible Impact.

*ST Xifa has a number of directors and supervisors that cannot be true. Directors Zhou Wenkun and Supervisor Wang Qiang said to inability to say that the number of receivables receivables of Lhasa Beer in the listed company's subsidiaries did not be recovered as scheduled; with the long -term attention of the regulatory authorities, the internal control system of the listed company was still not sound. Directors Feng Yongming, Supervisors Wang Xi, and Director Mu Lan could not guarantee that Lhasa Beer's large receivables have not been resolved in accordance with the relevant progress of the rectification report. The impact on the recovery of large receivables and the reasonableness of the current bad debt preparation; Lhasa Beer paid 12.25 million yuan of land margin paid by the Management Committee of Lhasa Economic Development Zone on May 26, 2022, and has not been returned so far It has not received written interpretations from relevant parties such as the Lhasa Economic and Technological Development Zone. At present, the use of funds cannot be judged.

According to rough statistics, at least dozens of companies in the listed companies cannot guarantee the company's semi -annual report. Judging from the reasons expressed in the announcement, some do not dare to keep the truth because the semi -annual report does not need to be audited; some do not attend the board of directors; some think that the problems that the company has occurred before was resolved; There is no time to verify it carefully; some are the company's previous violations of laws and regulations, and the operating situation has severely declined.

ST Company is the "not guarantee" heavy disaster area

Fengkou Finance combed and found that most of the listed companies involved in the semi -annual report of the Director of Supervisory and Supervisor were mostly ST companies.

In addition to the above -mentioned*ST Xifa, ST San Sheng,*ST, there are many companies such as*ST Culture,*ST Qixin, ST Toyo,*ST Furen. ST has problems such as unsatisfactory performance, violations of laws and regulations, and more or less. Therefore, the financial report is easily stated by the director of the director.

Among them, many directors of*ST Culture could not report to half a year. Director Xu Jie believes that the accounting firms will not express their opinions by the accounting firm in 2021, and the impact of related matters has not been cleared, so the independent director Li Xiang believes that the accounting firm will be issued by the accounting firm in 2021. Therefore, abstaining; the company's multi -party deputy general manager is Ke Sheng, but failed to get in touch with the Koba Sheng. Therefore, the deputy general manager is Ke Sheng. He is currently unable to sign Dong Jian Gao's written confirmation opinions; deputy general manager Li Qing believes that it cannot be guaranteed The company's semi -annual report in 2022 is true, accurate and complete. Tang Haozhang and Chai Junlin of ST Toyo cannot guarantee that the company's semi -annual report in 2022 is true, accurate and complete.

Directors Tang Haojun's reasons for abstaining are: At present, the company's operating situation has severely declined, the operation and management of listed companies out of control, financial and internal control have failed to effectively abide by. At the same time, listed companies have issues such as false statements in the 2019 annual report, not disclosed in time, and have not disclosed external guarantees in regular reports, major lawsuits and arbitration in time were disclosed in time. "Administrative Penalty Decision" and "Market Prohibition Decision". Therefore, in the case of no independent third -party report, the authenticity of financial data is difficult to determine.

Director Chai Junlin's reasons are: At present, the operating situation of listed companies has severely declined. In the case of no independent third -party report, the authenticity of financial data is difficult to determine. The half -annual report of listed companies in 2022 provided on August 19, 2022. It cannot be judged and investigated in a short period of time. The omissions are made to judge. In the case of no independent third -party report, the authenticity of financial data is difficult to determine.

From the perspective of performance, many ST companies' semi -annual reports have miserable performance, and huge losses abound.

For example, ST Toyo's operating income in the first half of 2022 was about 312 million yuan, an increase of 73.76%year -on -year; net profit attributable to shareholders of listed companies was about 7.16 million yuan.

*ST successfully achieved a operating income of 21.602 million yuan in the first half of 2022, a year-on-year decrease of 83.56%; the net profit attributable to shareholders of listed companies was -50.8142 million yuan.

The ST Sangsheng semi -annual report shows that the operating income of the first half of the year was 122 million yuan, a year -on -year decrease of 29.66%. The net loss attributable to shareholders of listed companies was 87.238 million yuan, an increase of 235.91%year -on -year.

Most of the related companies of Dong Jian Gao Baozhen also have various violations of regulations and other behaviors.

For example, ST San Sheng announced on August 5 that the company's board of directors received a supervision decision issued by the Beijing Regulatory Bureau. Because of the violation guarantee and the disclosure of illegal information, the Beijing Regulatory Bureau decided to take supervision and management measures for the company, chairman Lin Rongbin, and chief financial officer Cao Lei.

ST Toyo not only lost performance, but was also stared at. On May 6, the Shenzhen Stock Exchange issued a 2021 report letter to ST Toyo. Several directors and supervisors were punished by the Shenzhen Stock Exchange. In May this year, due to the number of non -operating funds occupation of controlling shareholders and its related parties, providing guarantees to the controlling shareholder and its related parties, violations of performance trailers, illegal raised funds, controlling shareholders and directors of directors and supervisors to reduce their holdings and other violations of regulations and other violations of regulations. The Shenzhen Stock Exchange shall give the company and the company's controlling shareholder Shandong Oriental Ocean Group Co., Ltd., the actual controller, the then chairman and general manager Che Shi, and other 5 people, to give public condemnation. Directors, supervisors, and senior managers of listed companies.

Can "not guarantee a statement" exempt?

It is worth noting that the directors of the listed company have always been the key group of attention from the regulatory authorities.

At the end of last year, the 32nd meeting of the Standing Committee of the 13th National People's Congress reviewed the "Company Law of the People's Republic of China (Revised Draft)". Content, strengthen directors, supervisors, and senior managers to maintain the company's full responsibility for the company's capital, including shareholders' owed capital contribution and escaped capital, violating the distribution of profits and reducing registered capital in violation of the provisions of this Law, and violation of the provisions of this Law During funding, the liability for compensation of the above personnel, etc.

The CSRC announced the "Rules of Independent Directors of Listed Companies" on January 7 to clearly regulate the rights and obligations of independent directors.

The website of the Ministry of Finance issued news, and the Ministry of Finance and the Securities Regulatory Commission jointly issued a notice on further improving the effectiveness of the internal control of the listed company's financial report. It is mentioned that the "key minority" risk of "key minority" such as directors, supervisors, senior management and actual controllers such as listed companies is specially preventing listed companies.

In fact, in November 2021, the first trial of the "Kangmei Case" was sentenced to a total of about 2.459 billion yuan in compensation, 52,000 investors, of which five independent directors will bear joint liability for compensation, and then ushered in a wave of unique directors. During the disclosure season of 2021 annual reports, more and more independent directors, executives and other reports have more rigorously published opinions.

Some opinions said that the company's director's supervisor did not guarantee the authenticity of the regular reporting statement, and hoped to avoid part of the responsibility.

However, many investors do not recognize this. The annual report has been issued by the board of directors and the board of supervisors and the board of supervisors. It is not easy for the relevant responsible persons to be responsible for the report on behalf of the relevant responsible persons. The regulatory authorities will not let go, and most of these companies will receive regulatory letters from the regulatory authorities, asking for detailed response and disclosure of the matter. In this regard, Gao Xianxin, the founder of the five -dimensional investment research, believes that the first choice of investment is the actual controller and integrity of the listed company. Investment is the business model for buying a good business. Investment is a good company team, and investment is the good price. For value investors, how can a company without integrity be used as the target of investment? As a listed company's responsibility and company transparency, the authenticity of financial reports cannot be played!

Information disclosure is the lifeline of this market, and it is an important symbol to measure the quality of listed companies. Can the listed company directors and supervisors be exempted through these "non -guaranteed statements"?

According to Article 68 of the Securities Law, directors, supervisors, and senior managers of listed companies shall ensure that the information disclosed by the listed company is true, accurate and complete. At the same time, Article 69 stipulates that the executives of listed companies are liable for compensation for the authenticity of the letter.

Although Article 69 also stipulates that the directors of the director of the supervisor and the liability for compensation and "can prove that they have no fault", but the legal judgment of whether there is any fault can obviously not be determined by a paper statement. Jian Gao has the obligation to fulfill his diligence.

Through open and transparent information disclosure, investors can be visible and clearing listed companies, and they can better vote on their hands and feet. At the same time, the company should also strengthen the supervision and restraint of major shareholders and listed companies. Promote their loyalty to perform their duties.

- END -