A stone stirred up a thousand waves.Because the Peking University professor and the independent director questioned the authenticity of the annual report, he just received the letter of concern from the Shenzhen Stock Exchange.Leybold Hi-Tech(002106.SZ) received another letter of inquiry about the annual report.
A few days ago, independent director Jiang Daxing’s statement of dissent to the annual report madeLeybold Hi-Techcaught in an annual report turmoil, while facing the mediaLeybold Hi-TechsecuritiesThe statement released by the staff of the ministry that “the power of independent directors cannot be enlarged indefinitely, otherwise the work process will easily fail to be carried out” has once again aroused heated discussions on the current independent director mechanism.
On the evening of March 30, Leybold Hi-Tech released its 2021 annual report. However, Jiang Daxing, its independent director, objected to the annual report, saying that it could not guarantee the information contained in the annual report.Operating income, accounts receivable, inventory count, profit and other financial data are true, accurate and complete.Then, on April 2, Leybold Hi-Tech received ShenzhensecuritiesThe annual report inquiry letter of the second management department of listed companies on the stock exchange raised inquiries on 12 major issues.
Affected by this, Leybold Hi-Tech opened for two consecutive days and fell sharply. As of the close on April 2, it was reported at 8.18 yuan per share, down 8.6%, with a total market value of 5.774 billion yuan.
For the details of the annual report turmoil and the companysecuritiesThe affairs department’s attitude towards the independent director Jiang Daxing’s questioning about the annual report. A reporter from “China Times” sent an interview letter to the Laybold Hi-Tech Securities Affairs Department. Because he did not get a reply, he called him again. The staff who answered said that the company did not respond to the independent director The Boundary of Rights and Responsibilities commented, and responded that “we didn’t say that.”
The ins and outs of the annual report
On the evening of March 30, Laibao Hi-Tech disclosed its 2021 annual report. The company achieved an annual operating income of 7.682 billion yuan, a year-on-year increase of 13.79%;shareholdernet profit491 million yuan, a year-on-year increase of 12.10%.
However, this seemingly good transcript was questioned by Jiang Daxing, an independent director of the company. Jiang Daxing expressed that he cannot guarantee or disagree that the financial data such as operating income, accounts receivable, inventory count, profit and other financial data in Laibao Hi-Tech’s 2021 annual report are true, accurate and complete.
According to public information, Jiang Daxing is a professor at Peking University Law School and has been an independent director of Leybold Hi-Tech since May 2016.In addition, Jiang Daxing has also served as aBank of Jinzhou、Nanguo Real EstateHe is an independent director of several companies such as shares, Hubei Radio and Television Information Network Co., Ltd.
According to Jiang Daxing and the certified public accountants of Tianjian Certified Public Accountants, on January 24, Jiang Daxing sent an email to the certified public accountants, asking Tianjian Certified Public Accountants to confirm the accuracy, authenticity and reasonableness of the company’s operating income during the audit. Special attention is paid to matters such as sex. As for the certified public accountants, Jiang Daxing’s special concerns were responded to in a timely and corresponding manner through on-site video conferences and emails.
Regarding the specific reasons for the doubts, Jiang Daxing said that in the process of audit communication, Tianjian Certified Public Accountants was slow to respond to the communication between independent directors and only made procedural responses in the early stage, which made him have reasonable doubts about the relevant financial data of concern. When it proposed to hire another accounting firm to review the annual report and voted against the proposal to re-appoint the auditor, Tianjian Certified Public Accountants gave a specific reply. Therefore, he has reasonable doubts about Leybold Hi-Tech’s 2021 annual report.
On March 16, Jiang Daxing proposed to Laybold Hi-Tech that he hire an independent accounting firm or a certified public accountant to assist him in reviewing the company’s annual report. However, Jiang Daxing’s request has not been recognized by the listed company and other independent directors. The company believes that this behavior is not a legal procedure. At the same time, it stated that the annual report data is a confidential matter and must not be leaked.
In addition, Jiang Daxing also asked Xiong Chuxiong (accounting professor), the head of the company’s audit committee, for his judgment on the authenticity of the annual report, and asked him how to ensure the authenticity of the company’s annual report and what kind of investigation methods were used to ensure the authenticity of the company’s annual report. The latter expressed confidence that the company’s financial statements were true and that there would be no risk to independent directors.
However, Jiang Daxing believes that the investigation measures taken by Xiong Chuxiong, such as on-the-spot inspection and looking at the matching relationship between cash flow and operating income, cannot convince him of the accuracy of his judgment. Because each independent director’s on-site visit is quite limited, and “the matching relationship between cash flow and revenue can be faked.”
However, the 2021 annual report shows that, except for Jiang Daxing, the other three independent directors of Leybold Hi-Tech, including Xiong Chuxiong, did not question the financial data of Leybold Hi-Tech.
After unsuccessfully seeking various ways, Jiang Daxing stated in his annual work report that in view of his doubts about the company’s 2021 annual report, he had resigned as an independent director from the company, but his resignation would cause the number of independent directors to be lower than the quorum, so it is necessary to Remain until the appointment of new independent directors of the company.
Denied comments on the boundaries of independent directors’ rights and responsibilities
So, can Leybold Hi-Tech’s financial situation stand up to scrutiny? According to the annual report, the financial data that Jiang Daxing suspects includes operating income, profit, accounts receivable, inventory count and other data, but the reporter of this newspaper reviewed its annual report and found that there is indeed a problem of large fluctuations in the sales cash ratio.
The reporter noticed that after receiving the letter of concern issued by the Shenzhen Stock Exchange on the evening of March 31, Leybold Hi-Tech received the annual report inquiry letter today.
On the evening of March 31, the Shenzhen Stock Exchange issued a letter of concern to Laybold Hi-Tech, requiring independent director Jiang Daxing and the auditing agency to explain the details of the letter of concern for the financial report, the content of the response, and even the audit procedures. The explanatory materials will be submitted and disclosed to the public a few days ago.
On the afternoon of April 2, Laybold Hi-Tech received the annual report inquiry letter issued by Shenzhen Stock Exchange, requesting to explain the reasons for the continued large difference between net profit and net cash flow from operating activities in the past three years; It is also required to submit relevant explanatory materials and disclose to the public before April 6.
In addition, what really brought this annual report turmoil to the forefront was the statement of the staff of the Securities Department of Leybold Hi-Tech that “the power of independent directors cannot be enlarged indefinitely, otherwise the work process will easily fail to be carried out”.
Regarding the details of the annual report turmoil and the company’s securities affairs department’s attitude towards independent director Jiang Daxing’s questioning of the annual report, a reporter from “China Times” sent a letter to the Securities Affairs Department of Laibao Hi-Tech, but did not receive a reply. The reporter called the company’s securities affairs department at noon on April 2. The receiver said that because the Shenzhen Stock Exchange gave the company a short time to reply, it would not be able to reply to the interview letter this week.
Subsequently, when a reporter from this newspaper asked him to verify the statement of the company’s securities department that “the power of an independent director cannot be enlarged indefinitely, otherwise the work process will easily fail to be carried out”, the other party denied such remarks, saying that the company did not The independent director’s authority and responsibility boundary made a comment, and responded twice in a row that “we didn’t say this.”
Jiang Daxing also stated that it is currently not accepting media interviews, and that information disclosure is subject to the disclosure of information through legal channels.
How should independent directors perform their duties?
Our reporter noticed that Jiang Daxing rarely expressed dissent during the more than five years he served as the independent director of Leybold Hi-Tech, but he did so for the first time shortly after the first-instance judgment of Kangmei. This time, when the board of directors of Leybold Hi-Tech was deliberating on the “Proposal for Cooperation in the Urban Renovation and Reconstruction Project of Nanshan Factory”, it cast the only dissenting vote, and questioned the authenticity of the annual report data.
In this objection to the annual report data, Jiang Daxing also made it clear that he suggested that the company hire another accounting firm “in view of the recent strict investigation of the responsibilities of independent directors by the courts and the China Securities Regulatory Commission”.
Shen Meng, executive director of Shansong Capital, pointed out to a reporter from China Times that the independent directors of A-share listed companies raised objections to company affairs such as the annual report audit results, not after the Kangmei Pharmaceutical case, but without the public and media before. focus on.
Regarding this turmoil, Pan Helin, co-director and researcher of the Digital Economy and Financial Innovation Research Center of Zhejiang University International Business School, believes that the independent director did not expand his authority in this matter, nor did he act inappropriately.
Pan Helin told the “China Times” reporter: “No matter what the outcome is, Jiang Daxing has the right to object to the authenticity of the financial report during his tenure as an independent director, and he is also obliged to submit the basis for his objection to the regulators or make it public as an independent director. , if the objection part has content beyond the professional scope, the independent director has the right to request the replacement of the audit firm, of course, the issue of the replacement of the firm and the auditor needs to be decided by a collective vote of the board of directors.”
Pan Helin further pointed out that when the independent director has doubts and doubts about the company’s decision-making, he should take the initiative to seek the help of professionals and external personnel to verify his judgment. Negotiate and communicate with the company’s management to verify the plan. If the management does not cooperate, then it is the management’s problem. If the independent director finally suspects that it has not been verified, it depends on whether the independent director’s initial suspicion is a reasonable suspicion. If the suspicion itself is Reasonable, then there is no reason to hold the independent director liable for raising objections.
In an interview with this reporter, Shen Meng also pointed out that most of the independent directors of A-share listed companies are professionals with a certain social status, and they will not easily choose to cover up or let the management in major events. It is noted that some independent directors’ objections or vetoes are not based on professional positions, but with personal interests and grievances. Therefore, after the Kangmei Pharmaceutical incident, we cannot blindly believe that independent directors represent justice, and we still need to analyze and judge according to specific matters. .
Shen Meng believes that the power and responsibility mechanism of independent directors has been very clear, that is, on behalf of external shareholders, based on their own expertise, to express opinions on the company’s important affairs, improve the corporate governance mechanism, and protect the interests of external shareholders. Of course, the behavior of independent directors must be based on professionalism, objectivity and morality.
(Article source: China Times)