A Black Hole That Is Devouring Shareholders' Interests.

< p > from the beginning of Jiugui Liquor at the beginning of 2014, 100 million yuan of funds were stolen, and the sum of "190 million yuan" to the Great Northern Wilderness and the Northeast Expressway was nearly 300 million yuan. The amount of money was "bizarre" disappeared. Shanxi coking holding subsidiary was playing the "missing" directly.

More stringent listed companies should have been exposed in the < a href= "http://www.91se91.com/news/index_s.asp" > /a > governance and internal risk control. In recent years, various risk events have been exposed frequently. However, the related pactions and uncommitted commitments related to information disclosure violations are common, and become black holes that consume the interests of shareholders.

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< p > < strong > huge amount of capital is missing. < /strong > /p >

< p > a lot of listed companies often appear the phenomenon of fund-raising loss, illegal borrowing and lending, occupation of listed capital and so on. The funds used in the listing of fund-raising investment have been flowing to all kinds of "black holes".

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< p > the vigorous new IPO has been restarted, and the capital competition for IPO market has raised the financing peak. The reporter's access to the announcement found that many new listed companies have appeared financing loss, illegal borrowing and borrowing and listing capital, just as the new listed companies have successfully financed the market expansion.

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< p > February 26th, Jiugui Liquor announced that the Hunan Securities Regulatory Bureau adopted administrative measures for issuing a warning letter: the company confirmed that the 100 million yuan deposit was illegally pferred in January 10th this year, but it did not disclose the information until January 28th.

Jiugui Liquor issued a notice on January 28th and 29 this year. In December 2013, the deposit of 100 million yuan in its subsidiary bank account was pferred and remitted by suspects in 3 days.

Due to this "major matter" and industry adjustment, Jiugui Liquor has lost 68 million to 78 million yuan in performance.

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< p > listed companies "lose money", Jiugui Liquor is not the first case.

For example, the Great Northern Wilderness, which had privately borrowed 976 million yuan from abroad, has announced that 190 million yuan of lending funds had not been confirmed by the final receiver.

In addition, the board of directors of the Northeast Expressway announced that the balance in the company account should be nearly 300 million yuan after being reconciled with the Bank of China's song song branch.

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< p > "from a legal point of view, why the risk control of listed companies losing money has not been warned, and how to fill the risk control deficiencies afterwards should be given to investors."

Ding Xingfeng, lawyer of Shanghai Huarong law firm, said.

In addition to baffling "losing money", controlling shareholders illegally occupy the fund-raising and lending funds are more frequent, including illegal pledge raising fund certificates, raising funds without special account storage, and unauthorized use of fund-raising funds.

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< p > for example, Hongzhi technology, which once announced 150 million yuan "missing", was once questioned. Its funds have been used for many times to violate securities regulations and information disclosure standards.

According to the administrative penalty document of the securities and Futures Commission, the company has not disclosed many related pactions and fund-raising equipment, supplementary working capital and pledge repayment.

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As for P, in 2010, Cheng Lin shares were withheld and paid 6 million 926 thousand and 800 yuan and 2 million 571 thousand and 900 yuan respectively for the controlling shareholders and the second largest shareholders.

In October of the same year, *ST Tianrun did not carry out the deliberation procedure and information disclosure. Instead, the 88 million 500 thousand yuan raised funds were pferred from the fund raising account to the general depositor, and from the general depositor to the basic depositor of Yueyang Tianrun agricultural production information Co., Ltd., on the same day, to repay the bank loan owed by him.

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Less than P, even more, Shanxi coking has issued a notice. Its holding 55% of Shanghai Hui Jiao Network Technology Co., Ltd. is not in the original office, the record phone stop, can not get in touch, it can be described as "lose money and lose staff and lose subsidiaries".

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"P > reporter 's notice found that the loss of funds mainly includes the actual controller to make the relevant personnel illegal to occupy the funds of the listed companies. The controlling shareholders take up funds through the holding subsidiary and the intermediary companies, and the controlling shareholders take up the funds through the sale of the goods and the funds, and pay the taxes.

The fund, which is used to raise funds on the market, often flows to a variety of "black holes".

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< p > "company accounts can use more funds, and better risk and insider protection."

Guo Tianyong, director of China banking research center, Central University of Finance and Economics, said.

Some experts believe that it is urgent to unify the technical standards of internal control of listed companies, and formulate guidelines for the operation of sub sectors, so as to prevent more listed companies from falling into the black hole of capital.

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< p > < strong > raise funds into private property < /strong > /p >

< p > capital use has not been confirmed by the payee, and fundraising is used for borrowing, paying and even private guarantees, which is the tip of the iceberg of the use of funds by listed companies.

Behind these phenomena are related pactions and internal control deficiencies that have resulted in the raising of funds to become "private property".

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< p > behind the chaos of capital utilization of listed companies, on the one hand, some listed companies are worried about internal control, and management is frequently confused.

In March 2013, sinoelectric wind exposed its scandals. It admitted that the 2011 financial statements of the company caused a false increase in operating income and net profit of 929 million yuan and 168 million yuan due to accounting errors. This phenomenon caused an uproar in the market.

In 2012, its net profit loss was 582 million yuan. In January 29, 2014, Sinovel announced that net profit in 2013 would be a huge loss of 3 billion yuan.

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< p > on the other hand, for some related pactions, listed companies often fail to fulfill corresponding approval procedures and information disclosure obligations in a timely manner.

Once part of the lending and paction losses occur, there is often a financial "black hole".

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< p > for example, from 2008 to 2009, Shandong Ruyi and related parties, such as Lu Yi hi tech controlled by Italian technology, Jining Ruyi Marketing Co., Ltd., Xinjiang Decheng a target= "_blank" href= "http://www.91se91.com/" > textile < /a > Co., Ltd., and so on, had many large related pactions.

And in 2009, the sales volume of the daily related sales of Shandong Ruyi and related parties Ruyi technology exceeded the estimated amount, exceeding 47 million 830 thousand and 400 yuan.

In the process, the listed companies failed to fulfill their disclosure obligations in accordance with the law.

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< p > July 2012, there has always been a sudden announcement of FSL stock, known as the "cash cow" in the A share market. It is claimed that in the past three years, the company has been ordered to rectify the relationship with the five companies such as Foshan's slovaki, Foshan Sloan, Qinghai power new energy, Hongkong Qinghai rare element Technical Developing Company, Shanghai Liang Qi appliance and other five companies. The chairman of the board was named and was ordered to make an explanation within 10 days.

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< p > some market participants say that some listed companies with complicated shareholding structure are more likely to have disorder in their use of funds.

For example, Hongzhi technology has announced that the former chairman Lin even embezzled 70 million yuan to raise funds to repay his brother holding company. He signed a contract in the name of Hong Kong's macro wisdom communications and fraudulent use of macro wisdom technology, which is equivalent to raising the capital of listed companies as "private property".

In fact, since the listing, the company has been in constant trouble and has experienced such incidents as illegal guarantee by subsidiaries, theft of funds raised and so on.

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< p > W IN D statistics show that since 2013 alone, 24 thousand related pactions have occurred in A shares, and the total amount of pactions disclosed is as high as 4 trillion and 20 billion yuan.

A securities industry member, who did not want to be named, said that related pactions provided great room for the pfer of interests.

It is more common that listed companies purchase assets of large shareholders or other related parties at a high premium, or listed companies pfer their own high-quality assets to large shareholders or related parties at a low price.

In the issue of IPO, the issuer can pfer interests through the issuers of major shareholders or other related directions, making the issuer's financial statements more attractive, and its success rate will be higher.

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< p > public information shows that in the case of the green land counterfeiting issue, the green earth company registered a number of related companies that actually controlled or grasped bank accounts by the green earth company for the purpose of listing, and manipulated the flow of funds with relevant accounts, using counterfeiting contracts, invoices, industrial and commercial registration materials and other means to pay less for multiple columns, to pay the company and fictitious paction business to its control, to inflate assets and to increase revenues indirectly, with a total increase of nearly 300 million yuan.

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< p > Ding Xingfeng thinks that from the performance of the Great Northern Wilderness, Jiugui and other companies, listed companies still have the motivation to disclose and avoid stock price being affected after the closure.

The importance of information disclosure of listed companies is self-evident, and the loss of unannounced funds and pactions is often accompanied by potential benefits.

In December 2012, Kyushu revealed that the majority shareholder and the actual controller would be worth 606 million yuan of assets close to the core business district of Wuhan, and finally "sell at a price of only 140 million yuan".

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< p > < strong > 80 companies promised to fight the White Bill < /strong > /p >

< p > because of the long regulatory gap and the almost zero cost of illegal activities, the violation of commitments and overdue commitments have occurred in A shares and become another "black hole" that engulfed shareholders' interests.

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< p > by the end of 2012, the CSRC focused on a clean up and special inspection of the actual controllers, shareholders, related parties, purchasers and listed companies of listed companies.

The inspection found that 1631 companies in two cities had 2493 companies that had not yet fulfilled their commitments. There were 80 companies who failed to fulfill their commitments. The above commitments could be traced back to the period of share reform, and some of them had been overextended for many years.

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< p > in addition, there are 1631 companies that have not yet fulfilled their commitments but are not overdue. There are many commitments which have no definite performance deadline, such as large shareholders' commitment to "suitable time", "quick" and "opportune time" injection of relevant assets, etc. these commitments have not been fulfilled for a long time, even malicious delay and evasion of commitments are essentially different from the commitments that were not fulfilled.

Zhang Xiaojun, a spokesman for the China Securities Regulatory Commission, said that the above reasons are mainly caused by the following reasons: first, no good credit environment has been formed; two, the relevant regulatory provisions are not yet sound, which is reflected in the unclear standards and insufficient supervision rights of the controlling shareholders and other main bodies, resulting in a regulatory vacuum. Three, the punishment for related behaviors is insufficient.

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P, a senior partner of Yufeng law firm in Zhejiang, told reporters that the main reason for the failure of the listed company's major shareholders and actual controllers was that the cost of violating the commitments was almost zero.

He said that so far, there has not been any case of violating the commitments of the responsible parties who have been subjected to administrative penalties and investors claim for rights protection.

On the other hand, due to the imperfections of the relevant laws and regulations, in the actual operation process, the expression of commitments by the responsible subjects is vague, flexible and unclear, resulting in even violation of commitments without corresponding responsibilities.

He believes that the violation of commitments by the relevant responsible parties is essentially a violation of information disclosure, and hopes that the relevant regulatory authorities will intensify supervision over this aspect.

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< p > taking asset injection commitments as an example, in August 2011, the major shareholder of golden leaf jewelry promised to inject high-quality gold mineral resources of listed companies at a value of not less than 2 billion yuan in 18 months (up to February 18, 2013) during the share reform.

In January 2013, when the above commitments were about to expire, the company announced that it would acquire 5 gold and jewellery enterprises by 2 billion 300 million, and was approved at the shareholders' meeting.

However, in April 2013, the company announced that it had decided to terminate the non-public offering because of "enthusiastic investors". In May 2013, the Heilongjiang Securities Regulatory Commission issued a written decision on the administrative supervision measures for the gold leaf jewellery, and ordered it to make a public statement about the reasons for not fulfilling the above commitments and the next remedial measures.

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< p > January 25, 2007, Huafang textile passed the company's purchase of 100 million shares to Hua Fang Group for private placement. It was used to purchase 100% stake in Huafang Xiajin cotton industry and Huafang Xiajin textile.

In the announcement at that time, Huafang Group pledged that within 6 years (as of July 31, 2013), the cotton spinning business and assets of Huafang group would be gradually injected into Huafang textile, so as to realize the overall listing of cotton spinning business and assets.

Up to now, however, the promise has not been fully realized.

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< p > a report released by China Securities Investor Protection Fund in 2013 showed that the failure to implement the restructuring performance commitments has become a prominent problem. 24.82% of the major assets reorganizations in the year 2012, < a href= "http://www.91se91.com/news/index_c.asp" > listed companies < /a >, did not fully fulfill their commitments.

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