On the first trading day of the Year of the Rabbit (January 30), ST Shiwan (600241.SH) started with a limit-down, becoming one of the 10 limit-down stocks in the A-share market that day.
On the last trading day before the Spring Festival, ST Shiwan announced that its performance would turn from loss to profit in 2022, but Yang Yingjin, head of the company's audit committee and independent director, did not approve of the performance forecast and refused to sign an opinion.
The reason is that there is not enough evidence to express a clear opinion on the company's 2022 annual performance forecast.
The cases of independent directors refusing to sign and raising objections have increased in recent years.
Recently, two proposals of *ST Changfang (300301.SZ) were also objected by independent directors; Electric Power Research Institute (300215.SZ) announced the replacement of the chairman, general manager and secretary of the board, which was also voted against by independent directors.
In this regard, Tian Lihui, dean of the Financial Development Research Institute of Nankai University, told China Business News that in recent years, independent directors have gradually shed their "vase image" and began to assume responsibility.
This is the result of regulatory agencies clearly preventing independent directors from "sweeping the pot", reconstructing the independent director system, and implementing the legal obligations of independent directors. my country's independent director system is showing a trend of "from existing to excellent".
Independent directors refuse to sign the opinion
According to ST Shiwan's performance forecast, it is estimated that the net profit attributable to the parent in 2022 will be 38 million to 53 million yuan, and it will turn losses into profits.
Among them, the lithium battery business will achieve an operating profit of about 100 million yuan in 2022; the nickel-hydrogen battery business is operated by a wholly-owned subsidiary Liaoning Jiuyi Energy Technology Co., Ltd. (hereinafter referred to as "Jiuyi Energy"), and its operating performance is not as expected. The estimated amount of goodwill impairment is about 32.21 million yuan.
But Yang Yingjin did not approve of this performance forecast.
On January 19, 2023, ST Shiwan received a letter from Yang Yingjin "Explanation on 2022 Final Accounts and Performance Forecast".
Yang Yingjin believes that ST Shiwan has not yet provided relevant certification documents proving the recoverable value of Jiuyi Energy’s goodwill-containing asset package on December 31, 2022. There are two uncertain factors in this performance forecast that affect the accuracy of the content. The company's plan to accrue estimated liabilities has reservations.
Prior to this, on December 28, 2022, January 13, and January 16, 2023, Yang Yingjin also wrote to ST Shiwan on related issues several times, regarding the company's provision of estimated credit losses and accrual of estimated liabilities. They paid attention to the plan, goodwill impairment, and the possibility of borrowing funds recovery, etc., and communicated with ST Shiwan, and recalculated some estimated liabilities, but some estimated liabilities were calculated according to the original thinking.
For example, Liaoning Times Building Co., Ltd., a joint venture of ST Shiwan, used its own equipment, land use rights and other assets to borrow from financial institutions for Liaoning Times Wanheng Holding Group Co., Ltd. and its affiliated companies in April 2019 and January 2020. Provide guarantees with a total guarantee amount of 210 million yuan, and accrue estimated liabilities on December 31, 2022.
"There are no major improvement measures and progress in the guarantee matters compared with December 31, 2021. After a year, the various possible probabilities of the related matters without any sign of resolution still adopt the same judgment in 2021. Is it prudent?" Yang Yingjin It is believed that the judgment should be based on the actual situation on December 31, 2022.
In response to the uncertain factors that affect the accuracy of the performance forecast and the extent of their influence, ST Shiwan reminded the risk that, on the one hand, the long-term asset impairment assessment work including goodwill has not yet been completed, and the preliminary results show that the remaining goodwill is fully accounted for. The depreciation was 32.21 million yuan, and the conclusion of long-term asset depreciation other than goodwill has not yet been confirmed, and the final evaluation and valuation conclusion needs to be confirmed by the annual audit accountant.
On the other hand, ST Shiwan has sent a letter to the controlling shareholder to confirm the progress of its mixed-ownership reform and the handling of the debt crisis, and its reply confirms that there has been no progress in the aforementioned matters. Based on this, the joint venture has judged the estimated liabilities and credit impairment and issued According to the 2022 annual performance forecast, the company expects the investment income of associates accordingly.
ST Shiwan also stated that the company has communicated with the annual audit accountant on the above uncertain factors.
The uncertain factors of long-term asset impairment other than goodwill need to be assessed after the completion of the assessment work, and the annual audit accountant will determine the final assessment and valuation conclusion; the controlling shareholder's mixed reform and debt crisis are based on the current situation. The impact of the joint venture has been agreed with the accountants.
"In view of the above situation, and the company's performance forecast profit statement was submitted to me at noon on January 19, 2023, this independent director lacks sufficient evidence to issue a clear opinion on the company's 2022 annual performance forecast, so I voted in this performance forecast opinion. Abstain from voting." Yang Yingjin said.
According to the 2021 annual report of ST Shiwan, Yang Yingjin is the partner and director of Dahua Certified Public Accountants (Special General Partnership).
Since June 2019, he has been an independent director of ST Shiwan.
However, on November 8, 2022, Yang Yingjin applied to resign as an independent director of ST Shiwan, and at the same time resigned as the chairman of the audit committee, nomination committee and remuneration and appraisal committee member of the company's board of directors.
Before the new independent director takes office, Yang Yingjin will continue to perform the duties of independent director in accordance with relevant regulations.
It is worth noting that on November 4, 2022, ST Shiwan disclosed an announcement that the Shanghai Stock Exchange imposed disciplinary actions against the company and relevant responsible persons. Issues such as non-operating capital occupation by controlling shareholders.
The Shanghai Stock Exchange believes that Yang Yingjin, the then independent director and convener of the audit committee, as the main supervisor of financial and accounting matters, failed to perform his duties diligently and was responsible for the violation of the company's performance forecast, so it issued a notice of criticism.
More and more independent directors "step forward"
In recent years, more and more independent directors have refused to sign, raised objections, etc., and refused to be "vase directors" and "signature machines".
Besides ST Shiwan, this also happened to *ST Changfang.
According to the announcement on the evening of January 19, independent directors raised objections to the company's two motions.
First, *ST Changfang announced that it intends to change the accounting firm, but independent director Wang Shouqun abstained from voting on the proposal to change the accounting firm.
Wang Shouqun believes that good practice credit has a great impact on the quality and credibility of audit institutions. The audit institutions to be hired have too many records of being punished. It is recommended to hire an accounting firm with good records.
Second, with regard to the proposal on the correction of previous accounting errors, Wang Shouqun believes that the conclusion of the proposal is inconsistent with the situation reflected by the original management team of Kang Mingsheng, a subsidiary of *ST Changfang Holdings. Kang Mingsheng's original management team and the original audit agency's opinions did not conduct a comprehensive and systematic verification of the contract with the customer and check the current accounts, which may easily lead to the loss and inaccuracy of accounts receivable.
It is recommended to verify accounts receivable comprehensively and objectively in accordance with the requirements of accounting standards.
As a result, it also attracted a letter of concern from the exchange.
The Shenzhen Stock Exchange requires *ST Changfang to explain whether the verification process is objective and fair based on the objections and waiver reasons of the relevant directors, whether the appraisal process of the external agency is comprehensive and prudent, and whether it provides sufficient and appropriate basis for the company to correct relevant financial data; objectively evaluate and analyze the newly hired accounting firm Whether and its relevant auditors are competent for the company's audit work and provide objective and impartial audit services for the company, and whether there are any circumstances that may affect the company's audit quality in 2022.
Electric Power Research Institute also encountered situations where independent directors voted against it.
On January 12, Electric Power Research Institute held a meeting of the board of directors (emergency interim), announcing the replacement of the chairman, general manager and secretary of the board of directors, but two directors on the spot voted against or abstained. Executive replacements were voted against.
The independent director believed that the meeting violated the company law and the company's articles of association, and the notice period of the meeting was too short, which should be 5 days; the convener of the meeting was not the chairman, and only half of the convener and moderator could be elected if the chairman failed or could not perform .
This also attracted the attention of the exchange, requiring the Electric Power Research Institute to explain in detail the specific methods and processes of the company's board of directors notification, convening, holding and voting, and analyze and explain the compliance of the meeting in combination with laws, regulations, and relevant rules.
Similar situations have not been uncommon in the A-share market in recent years.
One of the hottest discussions on the independent director system in the capital market was after the first-instance judgment of the "Kangmei Pharmaceutical Case", in which independent directors were sentenced to bear joint and several liability for hundreds of millions of yuan in civil compensation.
Since the China Securities Regulatory Commission issued the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" in 2001, the independent director system has been in operation in my country's capital market for more than 20 years, but there has always been the phenomenon of "independent directors are not independent".
In January 2022, the China Securities Regulatory Commission revised and issued the "Rules for Independent Directors of Listed Companies" to enhance the usability of the rules and incorporate the relevant content of the "Regulations on the Protection of Shareholders' Rights and Interests".
According to the rules, the board of directors of listed companies should include at least one-third of independent directors.
Independent directors shall independently perform their duties and shall not be influenced by major shareholders, actual controllers of listed companies, or other units or individuals that have an interest in listed companies.
Tian Lihui said that my country's independent director system is showing a trend of "from existing to excellent".
Independent directors are both "independent" and "understanding" and perform their duties diligently. A new ecology of corporate governance in my country's listed companies is gradually taking shape.