Short tenure, no knowledge of finance, no independent opinion?*ST Meishang two independent directors receive supervision letter

2022-08-02 0 By

Recently, two then-independent directors of *ST Meishang (300495.SZ) received a regulatory letter from the exchange for failing to fulfill their duties and fulfill their obligations of integrity, diligence and responsibility.What is the behavior of the independent director that the Shenzhen Stock Exchange considers him unable to perform his duties?Give independent opinions on various excuses to avoid regulatory function, according to * ST beauty is released on February 11th, a focus on the statement of letter of reply, said to focus on financial related letter of two problems, the company independent director wisdom for short time in office, without enough time and energy on issues related to verify and judgment, therefore does not give independent opinions;Zhou Lianbi, the independent director, does not express independent opinions due to her lack of financial expertise and sufficient time and energy to verify and judge the situation of relevant issues.According to the * ST beauty is disclosed, sand wisdom zhongshan university bachelor’s degree, senior accountants, certified public accountants, a former jiangyin integrity of certified public accountants, the deputy director of the director, as wuxi zhongtian scale joint certified public accountants, director of the scale, wuxi zhongtian value assets appraisal firm, day certified public accountants (special ordinary partnership), deputy director of the jiangyin branch office.Sha Zhihui has served as an independent director of *ST Meishang since July 2021.Zhou Lianbi have doctorates, land reclamation and environmental evaluation direction is a professor-level senior engineer, certified the eia engineer, worked in the mining and metallurgy research institute of Beijing environmental protection laboratory, mining and metallurgy research institute of Beijing land reclamation center, Beijing mining and metallurgy technology group co., LTD. (former Beijing mining and metallurgy research institute) environmental engineering research and design director.It can be seen from the above resume that Zhou Lianbi does not have a financial professional background, so is he exempt from providing independent advice on financial matters?MAO Wei, director of the capital Marketing Department of Beijing Law Firm, explained to Yinshi Financial reporter, “Although the independent director’s statement is true and he is not a professional in the industry, it is inappropriate not to express his opinion.There are provisions in the Rules for Independent Directors of Listed Companies. Chapter 5 and Chapter 6 stipulate matters requiring opinions of independent directors. If independent directors are not financial experts, they can hire professional organizations to provide opinions for them.”In addition, MAO added, “You can also show your professional background in your opinion as a reason to hire a professional organization to provide your opinion.”But at the same time, Lawyer MAO Wei also pointed out that it is indeed difficult for independent directors who are not financial majors to express independent opinions on financial matters.Because of the opinion to let the listed company to hire financial institutions, which involves the listed company to cooperate, and the time of the problem.On the whole, regulatory agencies may still need to arrange and consider from top to bottom.The reporter noted that an earlier announcement by *ST Meishang showed that the two directors mentioned in the regulatory letter, Sha Zhihui and Zhou Lianbi, had resigned from all their positions in *ST Meishang in January 2022.Inquiry reply “toothpaste”, the actual control is registered public data shows that *ST Meishang’s main business is ecological restoration and reconstruction and landscape construction, among which the income of ecological restoration business accounts for a large proportion of the total income.IFinD data show that *ST Meishang revenue has shown a negative growth trend since 2018, starting in 2019, consecutive years of losses.The two independent directors resigned and did not express their opinions on the company’s affairs, or the plight of *ST Meizhang, which is on the verge of delisting.Reporters read the announcement learned that *ST Meizhang in April 2021, due to the financial accounting report of 2020 was issued unable to express opinions and was implemented delisting risk warning.The audit report shows that the main reasons for the inability of audit institutions to express opinions include:Not sure because of the controlling shareholder capital takes up of the early stage of the financial statements for matters such as error correction of the impact on financial statements, the balance of accounts receivable, contracts, assets and recyclability of impairment provision, unable to determine the adequacy of the goodwill impairment signs and impossible to judge the rationality of the test, there was no impairment and commercial substance of the large amount of other receivables and recyclability cannot judge, etc.At that time, *ST meishang also due to the controlling shareholders and related parties occupy the company’s 895 million yuan of capital, and the current no solution is superimposed on the implementation of other risk warnings.In addition to the delisting risk, *ST Meishang real controller has been investigated by the CSRC, in December 2021, *ST Meishang announced that the company’s controlling shareholder, the actual controller Wang Yingyan due to information disclosure violations received the CSRC issued a notice of filing.In addition, *ST Meishang has more than 10 times delayed reply shenzhen Stock Exchange in August 2021 to its 2021 semi-annual report inquiry letter, during the extension, *ST Meishang “toothpaste” to answer part of the inquiry letter, until nearly 5 months later on January 19 to complete the reply.At the same time, the company said in an Internal control self-evaluation report published in April 2021 that it had a “deficiency in controlling shareholders’ control over the company’s internal controls.”Silver Persimmon financial reporter noticed that the “controlling shareholder above the company’s internal control” this problem has appeared in a number of “hat” companies.* The audit institution of ST Herme (002356.SZ) once stated in the 2018 annual report that it could not confirm the authenticity and integrity of the external guarantee materials of Herme Group and could not predict the impact of the external guarantee matters on the presentation of the financial statements of Herme Group because the controlling shareholder is above the internal control and the internal control fails.* THE internal control audit report of ST Xifa in 2019 shows that the former largest shareholder of the company is suspected of fraud, signing contracts in the name of the company to carry out non-business activities such as capital lending, resulting in a number of creditors claiming their rights to your company.In addition, many of the aforementioned problems of the company, eventually went to delisting.Before the delisting of Kaidi Ecology, Qianshan Pharmaceutical Machinery, Baoqianli and other companies, the audit institutions also mentioned the existence of major defects in the internal control of the company when issuing audit opinions, and the controlling shareholders completely overran the internal control of the company, resulting in significant losses of the company.A listed company auditor for many years told reporters that internal control is a “firewall” of the enterprise, if the internal control system can not play a role, the actual controller and other relevant parties unauthorized use of listed companies for profit, will cause very great harm.Reporters noted that *ST Meizhang also announced on January 29, prompting the company’s stock may be terminated listing risk.