[Source: Gaogong LED 's " LED Research Review" magazine April issue reporter / Zhao Hui]
On October 9, 2012, due to the fact that there was no significant decline in sales revenue and net profit in the first quarter of 2012 and significant impact on the annual results, Weiwei (SZ.300317) and its sponsor Guotai Junan, The relevant responsible entities such as the signature insurance and the insurance are named by the CSRC.
On January 4, 2013, Nanda Optoelectronics (SZ.300346) issued a notice saying that it received the “Decision on Administrative Supervision Measures†issued by the CSRC, and the company was approved by the CSRC to issue warning signs.
On March 7, 2013, Foshan Lighting (SZ.000541) announced that it had received an administrative penalty decision issued by the Guangdong Regulatory Bureau of the China Securities Regulatory Commission on March 6th, and the parties involved in the violation of the law, including the company itself. Six senior executives, including Zhong Xincai, the chairman of the board of directors, made administrative penalties.
Recently, a number of LED-related listed companies have been exposed to information disclosure violations. Yan Wei shares, Nanda Optoelectronics, Foshan Lighting, Sanan Optoelectronics, Qinshang Optoelectronics and other enterprises have been recruited. A number of LED listed companies were punished by the Securities and Futures Commission for their misinformation.
The entire LED industry is in turmoil, and the market has responded strongly. The share prices of related companies have been greatly affected by this, and the overall LED sector has not performed well.
Some brokerage researchers said that there have been many reasons for the recent disclosure of LED listed companies in information disclosure. Some of them are because the company itself does not know enough about the rules of information disclosure, and does not understand what must be disclosed, and related transactions. I don’t know clearly; some belong to the original listing for the purpose of sprinting.
Related party transactions become "hardest hit"
In the issue of the disclosure of LED listed companies' information disclosure, the issue of undisclosed related party transactions has become the focus. Foshan Lighting, Qinshang Optoelectronics, Sanan Optoelectronics and other companies are involved.
“Listed company related party transactions refer to a kind of commercial transaction behavior in which the listed company and its related parties transfer resources or obligations to each other.†A certified public accountant told the “High-tech LED†reporter that the connected transaction is ubiquitous and has a common business. The particularity of trading has become a key and difficult point in the supervision of the securities market.
At present, the related transactions of listed companies in China are extremely common. According to the statistics of the annual reports of listed companies on the Shanghai and Shenzhen Stock Exchanges, in 2010 alone, there were 991 related transactions in listed companies in Shanghai and Shenzhen, accounting for 48.55% of the total, and the number of related transactions reached 2,614. The amount reached 832.836 billion yuan, and the amount of related party transactions accounted for 4.74% of the total business income of all listed companies.
The above-mentioned certified public accountant stated that the connected transaction is not illegal, but the related party transaction must be disclosed in the annual report, quarterly report or temporary announcement.
Previously, Qinshang Optoelectronics also fell into the storm of public opinion in the IPO “Letter of Approvalâ€. After the resumption of trading, the stock price once fell to 10.14 yuan, compared with the stock price of 13.56 yuan before the decline, the decline exceeded 25%.
It is reported that from 2008 to 2011 (three years before the IPO of the company), among the top five domestic sales customers of Qinshang Optoelectronics, three companies have been associated with Qinshang Optoelectronics. According to the prospectus, the total amount of related transactions between Pinshang Optoelectronics and Barton Lighting from Qinshang Optoelectronics from 2008 to 2011 was 78.596 million yuan, accounting for 2.203 billion yuan of total operating revenue of Qinshang Optoelectronics in the past three years.
According to the regulations of the “Company Law†and the “Stock Listing Rules of Shenzhen Stock Exchangeâ€, Qinshang Optoelectronics has a relationship with Pinshang Optoelectronics. Transactions in 2010 and 2011 should be identified as related. transaction. However, Qinshang Optoelectronics also stated that the transaction between Jingzhan Energy Saving, Barton Lighting and Pinshang Optoelectronics is consistent with the scale of the projects and projects undertaken by it. It is well documented and true transactions; related transaction prices Fair, and consistent with the market price, there is no such thing as fictitious sales, fraudulent listings, etc.
"The company's previous letter of approval was indeed not in place. It was not known before that this matter would involve related party transactions, and the understanding of related party transactions was insufficient. However, there was no need and no motivation for us to make up the performance and fraudulent listing." Chairman Li Xuliang said in an interview.
Wei Li, the director of the company, revealed that the company's self-examination materials have been reported to the Guangdong Securities Regulatory Bureau, waiting for the regulatory authorities to finalize the case.
The reason why Foshan Lighting was punished by the Securities and Futures Commission was that Foshan Lighting failed to disclose many matters according to law or truthfully and in a timely manner during the two years from 2010 to 2011.
Many matters that Foshan Lighting did not disclose according to law or truthfully and timely were the 40 million yuan bank loan guarantee provided by the company's controlling subsidiaries in 2010 for its affiliates. The company's association with 9 affiliated companies was nearly 80 million yuan. In the transaction, the company and the related parties jointly invested, increased capital and acquired equity from related parties; in 2011, the company's controlling subsidiaries borrowed 25 million yuan from related parties, and the company had as much as 83 million related transactions with 9 related companies.
At present, a number of rights defenders have submitted litigation materials to the Guangzhou Intermediate People's Court, and the hospital has confirmed the acceptance, which means that the investor's collective complaint against Foshan Lighting has officially opened.
The above-mentioned brokerage researcher believes that many companies have signed a gambling agreement with VCs before listing. If they cannot be listed on time, they will pay for the shares or cash, which may lead to the loss of the controlling stake, which will make the company conceal. The driving force of connected transactions or fraud. The lucrative returns from the successful listing of companies are the driving force behind these companies' reckless fraud.
"listed with illness" was punished
"Listing with the disease" is another fatal injury to LED listed companies. Nanda Optoelectronics and Weiwei Co., Ltd. are all subject to regulatory talks or (and) warning letters due to failure to make a false statement of the performance decline during the listing process.
On May 11 last year, Weiwei shares were listed on the Shenzhen Stock Exchange at an issue price of 11 yuan per share. Subsequently, on July 14, it announced its performance forecast for the face change in the first half of the year, which caused the market to be in vain, and was praised as the “face-changing king†of the new stock performance.
From the prospectus and listing announcement previously disclosed by Weiwei, the net profit of Weiwei in 2009 and 2010 increased by 36.5% and 114.7%, respectively, and did not make any risk warning for the first half of 2012. In its prospectus, Weiwei shares said that it will increase its profitability in the next three years and is expected to achieve an average annual growth of more than 30% in revenue and profit from its main business.
On August 23 last year, Weiwei announced its 2012 semi-annual report. The company achieved operating income of 208 million yuan in the first half of the year, down 54.63% year-on-year; net profit was 3,439,100 yuan, down 94.21% year-on-year. This performance fell the most in the performance forecast released by the newly listed companies in the first half of last year. The third quarterly report showed that the net profit attributable to owners of the parent company in the first three quarters of last year was 3,416,100 yuan, down 92.61% from the same period of last year; operating income was 279 million yuan, down 42.10% from the same period of last year; basic earnings per share It was 0.02 yuan, down 94.45% from the same period of last year.
After investigation, the CSRC believes that during the issuance and listing process of Weiwei, the company’s existence of the first quarter of 2012 sales revenue and net profit decreased significantly and will have a significant impact on the annual results. The relevant intermediaries did not truthfully indicate in the letter of commitment submitted to the CSRC on the major events after the Weiwei Shares Meeting, nor did they make corresponding supplementary announcements or explanations in the process of the IPO. To this end, the CSRC has taken a supervisory talk and issued a warning letter.
In January this year, Nanda Optoelectronics received the "Decision on Administrative Supervision Measures" issued by the China Securities Regulatory Commission, saying that the company was taken by the CSRC to issue a warning letter. The reason why Nanda Optoelectronics was warned was due to the embarrassing situation of its decline in performance after its listing. Nanda Optoelectronics disclosed in the "IPO and GEM Listing Announcement" disclosed on July 26 last year that the company's net profit for the first three quarters is expected to decline by about 20%. In the August 1st listing of the first-day risk warning announcement, “the net profit attributable to the issuer’s shareholders was reduced by 27.71% year-on-yearâ€, and the company’s net profit for the first three quarters was estimated to fall by about 40%.
In the actual third quarterly report, Nanda Optoelectronics realized a net profit attributable to shareholders of the listed company in the first three quarters of RMB 75,770,900, down 52.42% from the same period in 2011.
The CSRC believes that Nanda Optoelectronics and relevant intermediaries did not truthfully explain the above matters in the letter of commitment submitted on July 18 last year on major issues after the company's meeting, and did not make corresponding supplementary announcements in a timely manner during the IPO process. In accordance with the relevant regulations, it is decided to adopt a supervision and management measure for issuing warning letters to Nanda Optoelectronics to remind them to strengthen the quality of information disclosure.
Regarding the decline in performance, the above-mentioned enterprises all indicated that the reason was due to objective factors such as poor international and domestic economic situation, overcapacity in the LED industry, and insufficient downstream demand. However, many investors have questioned their “listing with disease†in information disclosure. There are many flaws in the aspect.
According to investors who did not want to disclose their names, a large number of funds entered the industry in the past few years, and now they have reached the exit period. IPO listing is the main channel for the exit of domestic venture capital. Inevitably, some enterprises conceal some situations for listing. .
Shenzhen Stock Exchange strengthens supervision and supervision
On April 9, the Shenzhen Stock Exchange released a message saying that in order to improve the quality of information disclosure of listed companies, promote the standardized operation of listed companies, strengthen the daily supervision of listed companies, and promote the establishment of a market-oriented operation mechanism for rewards and penalties, the Shenzhen Stock Exchange recently The Measures for the Assessment of Information Disclosure of Listed Companies have been revised.
It is understood that this revision mainly includes the following five aspects: First, to strengthen the assessment of the quality of direct disclosure work of listed companies; second, to strengthen the assessment of listed companies' performance of fair information disclosure obligations; third, to strengthen the commitment of listed companies to fulfill cash dividends The fourth is to clarify the content of the self-evaluation of the information disclosure work by the listed company; the fifth is to increase some of the assessment indicators according to the regulatory practice.
The relevant person in charge of the Shenzhen Stock Exchange said that the Shenzhen Stock Exchange also used the information disclosure assessment results as an important basis when issuing continuous regulatory opinions on listed companies' refinancing, equity incentives, mergers and acquisitions and other matters. It can be foreseen that the results of the integrity records and information disclosure of listed companies will be better or worse, and the future will have a closer relationship with the development of the company in the capital market.
From the perspective of listing, the “Measures for the Assessment of Information Disclosure of Listed Companies†revised by the Shenzhen Stock Exchange has further deepened the three public principles of information disclosure. The highlights are as follows: First, fully protect the right of small and medium-sized investors to obtain information fairly, and require listed companies. Investigate the activities of the institutional investors, media interviews, road show activities, etc., and disclose them to the market through the “Interactive Easy†website in time to promote the awareness of listed companies to actively repay investors, and at the same time increase information disclosure and reduce with the CSRC. The reform direction of profit evaluation is consistent; the second is to enhance the assessment of the cash dividend commitment of listed companies.
The High-tech LED Industry Research Institute believes that how to establish a market-oriented operation mechanism for rewards and penalties requires a strict punishment mechanism for non-standard companies, lower the cost of stockholder litigation, and comprehensive introduction of low-cost short-selling mechanisms. All opinions issued by the appraisal and feedback from the company must be disclosed on the Internet in a timely manner.
"At present, the LED industry still has the idea of ​​making quick money. Some inferior products with poor quality are flooding the market, which greatly affect consumers' confidence in LED products." Dr. Zhang Xiaofei, CEO of Gaogong LED, said that the LED industry will Welcome to a reshuffle integration period, high-quality enterprises will stand out, a large number of enterprises that are not technically and scale-free will be eliminated.
On October 9, 2012, due to the fact that there was no significant decline in sales revenue and net profit in the first quarter of 2012 and significant impact on the annual results, Weiwei (SZ.300317) and its sponsor Guotai Junan, The relevant responsible entities such as the signature insurance and the insurance are named by the CSRC.
On January 4, 2013, Nanda Optoelectronics (SZ.300346) issued a notice saying that it received the “Decision on Administrative Supervision Measures†issued by the CSRC, and the company was approved by the CSRC to issue warning signs.
On March 7, 2013, Foshan Lighting (SZ.000541) announced that it had received an administrative penalty decision issued by the Guangdong Regulatory Bureau of the China Securities Regulatory Commission on March 6th, and the parties involved in the violation of the law, including the company itself. Six senior executives, including Zhong Xincai, the chairman of the board of directors, made administrative penalties.
Recently, a number of LED-related listed companies have been exposed to information disclosure violations. Yan Wei shares, Nanda Optoelectronics, Foshan Lighting, Sanan Optoelectronics, Qinshang Optoelectronics and other enterprises have been recruited. A number of LED listed companies were punished by the Securities and Futures Commission for their misinformation.
The entire LED industry is in turmoil, and the market has responded strongly. The share prices of related companies have been greatly affected by this, and the overall LED sector has not performed well.
Some brokerage researchers said that there have been many reasons for the recent disclosure of LED listed companies in information disclosure. Some of them are because the company itself does not know enough about the rules of information disclosure, and does not understand what must be disclosed, and related transactions. I don’t know clearly; some belong to the original listing for the purpose of sprinting.
Related party transactions become "hardest hit"
In the issue of the disclosure of LED listed companies' information disclosure, the issue of undisclosed related party transactions has become the focus. Foshan Lighting, Qinshang Optoelectronics, Sanan Optoelectronics and other companies are involved.
“Listed company related party transactions refer to a kind of commercial transaction behavior in which the listed company and its related parties transfer resources or obligations to each other.†A certified public accountant told the “High-tech LED†reporter that the connected transaction is ubiquitous and has a common business. The particularity of trading has become a key and difficult point in the supervision of the securities market.
At present, the related transactions of listed companies in China are extremely common. According to the statistics of the annual reports of listed companies on the Shanghai and Shenzhen Stock Exchanges, in 2010 alone, there were 991 related transactions in listed companies in Shanghai and Shenzhen, accounting for 48.55% of the total, and the number of related transactions reached 2,614. The amount reached 832.836 billion yuan, and the amount of related party transactions accounted for 4.74% of the total business income of all listed companies.
The above-mentioned certified public accountant stated that the connected transaction is not illegal, but the related party transaction must be disclosed in the annual report, quarterly report or temporary announcement.
Previously, Qinshang Optoelectronics also fell into the storm of public opinion in the IPO “Letter of Approvalâ€. After the resumption of trading, the stock price once fell to 10.14 yuan, compared with the stock price of 13.56 yuan before the decline, the decline exceeded 25%.
It is reported that from 2008 to 2011 (three years before the IPO of the company), among the top five domestic sales customers of Qinshang Optoelectronics, three companies have been associated with Qinshang Optoelectronics. According to the prospectus, the total amount of related transactions between Pinshang Optoelectronics and Barton Lighting from Qinshang Optoelectronics from 2008 to 2011 was 78.596 million yuan, accounting for 2.203 billion yuan of total operating revenue of Qinshang Optoelectronics in the past three years.
According to the regulations of the “Company Law†and the “Stock Listing Rules of Shenzhen Stock Exchangeâ€, Qinshang Optoelectronics has a relationship with Pinshang Optoelectronics. Transactions in 2010 and 2011 should be identified as related. transaction. However, Qinshang Optoelectronics also stated that the transaction between Jingzhan Energy Saving, Barton Lighting and Pinshang Optoelectronics is consistent with the scale of the projects and projects undertaken by it. It is well documented and true transactions; related transaction prices Fair, and consistent with the market price, there is no such thing as fictitious sales, fraudulent listings, etc.
"The company's previous letter of approval was indeed not in place. It was not known before that this matter would involve related party transactions, and the understanding of related party transactions was insufficient. However, there was no need and no motivation for us to make up the performance and fraudulent listing." Chairman Li Xuliang said in an interview.
Wei Li, the director of the company, revealed that the company's self-examination materials have been reported to the Guangdong Securities Regulatory Bureau, waiting for the regulatory authorities to finalize the case.
The reason why Foshan Lighting was punished by the Securities and Futures Commission was that Foshan Lighting failed to disclose many matters according to law or truthfully and in a timely manner during the two years from 2010 to 2011.
Many matters that Foshan Lighting did not disclose according to law or truthfully and timely were the 40 million yuan bank loan guarantee provided by the company's controlling subsidiaries in 2010 for its affiliates. The company's association with 9 affiliated companies was nearly 80 million yuan. In the transaction, the company and the related parties jointly invested, increased capital and acquired equity from related parties; in 2011, the company's controlling subsidiaries borrowed 25 million yuan from related parties, and the company had as much as 83 million related transactions with 9 related companies.
At present, a number of rights defenders have submitted litigation materials to the Guangzhou Intermediate People's Court, and the hospital has confirmed the acceptance, which means that the investor's collective complaint against Foshan Lighting has officially opened.
The above-mentioned brokerage researcher believes that many companies have signed a gambling agreement with VCs before listing. If they cannot be listed on time, they will pay for the shares or cash, which may lead to the loss of the controlling stake, which will make the company conceal. The driving force of connected transactions or fraud. The lucrative returns from the successful listing of companies are the driving force behind these companies' reckless fraud.
"listed with illness" was punished
"Listing with the disease" is another fatal injury to LED listed companies. Nanda Optoelectronics and Weiwei Co., Ltd. are all subject to regulatory talks or (and) warning letters due to failure to make a false statement of the performance decline during the listing process.
On May 11 last year, Weiwei shares were listed on the Shenzhen Stock Exchange at an issue price of 11 yuan per share. Subsequently, on July 14, it announced its performance forecast for the face change in the first half of the year, which caused the market to be in vain, and was praised as the “face-changing king†of the new stock performance.
From the prospectus and listing announcement previously disclosed by Weiwei, the net profit of Weiwei in 2009 and 2010 increased by 36.5% and 114.7%, respectively, and did not make any risk warning for the first half of 2012. In its prospectus, Weiwei shares said that it will increase its profitability in the next three years and is expected to achieve an average annual growth of more than 30% in revenue and profit from its main business.
On August 23 last year, Weiwei announced its 2012 semi-annual report. The company achieved operating income of 208 million yuan in the first half of the year, down 54.63% year-on-year; net profit was 3,439,100 yuan, down 94.21% year-on-year. This performance fell the most in the performance forecast released by the newly listed companies in the first half of last year. The third quarterly report showed that the net profit attributable to owners of the parent company in the first three quarters of last year was 3,416,100 yuan, down 92.61% from the same period of last year; operating income was 279 million yuan, down 42.10% from the same period of last year; basic earnings per share It was 0.02 yuan, down 94.45% from the same period of last year.
After investigation, the CSRC believes that during the issuance and listing process of Weiwei, the company’s existence of the first quarter of 2012 sales revenue and net profit decreased significantly and will have a significant impact on the annual results. The relevant intermediaries did not truthfully indicate in the letter of commitment submitted to the CSRC on the major events after the Weiwei Shares Meeting, nor did they make corresponding supplementary announcements or explanations in the process of the IPO. To this end, the CSRC has taken a supervisory talk and issued a warning letter.
In January this year, Nanda Optoelectronics received the "Decision on Administrative Supervision Measures" issued by the China Securities Regulatory Commission, saying that the company was taken by the CSRC to issue a warning letter. The reason why Nanda Optoelectronics was warned was due to the embarrassing situation of its decline in performance after its listing. Nanda Optoelectronics disclosed in the "IPO and GEM Listing Announcement" disclosed on July 26 last year that the company's net profit for the first three quarters is expected to decline by about 20%. In the August 1st listing of the first-day risk warning announcement, “the net profit attributable to the issuer’s shareholders was reduced by 27.71% year-on-yearâ€, and the company’s net profit for the first three quarters was estimated to fall by about 40%.
In the actual third quarterly report, Nanda Optoelectronics realized a net profit attributable to shareholders of the listed company in the first three quarters of RMB 75,770,900, down 52.42% from the same period in 2011.
The CSRC believes that Nanda Optoelectronics and relevant intermediaries did not truthfully explain the above matters in the letter of commitment submitted on July 18 last year on major issues after the company's meeting, and did not make corresponding supplementary announcements in a timely manner during the IPO process. In accordance with the relevant regulations, it is decided to adopt a supervision and management measure for issuing warning letters to Nanda Optoelectronics to remind them to strengthen the quality of information disclosure.
Regarding the decline in performance, the above-mentioned enterprises all indicated that the reason was due to objective factors such as poor international and domestic economic situation, overcapacity in the LED industry, and insufficient downstream demand. However, many investors have questioned their “listing with disease†in information disclosure. There are many flaws in the aspect.
According to investors who did not want to disclose their names, a large number of funds entered the industry in the past few years, and now they have reached the exit period. IPO listing is the main channel for the exit of domestic venture capital. Inevitably, some enterprises conceal some situations for listing. .
Shenzhen Stock Exchange strengthens supervision and supervision
On April 9, the Shenzhen Stock Exchange released a message saying that in order to improve the quality of information disclosure of listed companies, promote the standardized operation of listed companies, strengthen the daily supervision of listed companies, and promote the establishment of a market-oriented operation mechanism for rewards and penalties, the Shenzhen Stock Exchange recently The Measures for the Assessment of Information Disclosure of Listed Companies have been revised.
It is understood that this revision mainly includes the following five aspects: First, to strengthen the assessment of the quality of direct disclosure work of listed companies; second, to strengthen the assessment of listed companies' performance of fair information disclosure obligations; third, to strengthen the commitment of listed companies to fulfill cash dividends The fourth is to clarify the content of the self-evaluation of the information disclosure work by the listed company; the fifth is to increase some of the assessment indicators according to the regulatory practice.
The relevant person in charge of the Shenzhen Stock Exchange said that the Shenzhen Stock Exchange also used the information disclosure assessment results as an important basis when issuing continuous regulatory opinions on listed companies' refinancing, equity incentives, mergers and acquisitions and other matters. It can be foreseen that the results of the integrity records and information disclosure of listed companies will be better or worse, and the future will have a closer relationship with the development of the company in the capital market.
From the perspective of listing, the “Measures for the Assessment of Information Disclosure of Listed Companies†revised by the Shenzhen Stock Exchange has further deepened the three public principles of information disclosure. The highlights are as follows: First, fully protect the right of small and medium-sized investors to obtain information fairly, and require listed companies. Investigate the activities of the institutional investors, media interviews, road show activities, etc., and disclose them to the market through the “Interactive Easy†website in time to promote the awareness of listed companies to actively repay investors, and at the same time increase information disclosure and reduce with the CSRC. The reform direction of profit evaluation is consistent; the second is to enhance the assessment of the cash dividend commitment of listed companies.
The High-tech LED Industry Research Institute believes that how to establish a market-oriented operation mechanism for rewards and penalties requires a strict punishment mechanism for non-standard companies, lower the cost of stockholder litigation, and comprehensive introduction of low-cost short-selling mechanisms. All opinions issued by the appraisal and feedback from the company must be disclosed on the Internet in a timely manner.
"At present, the LED industry still has the idea of ​​making quick money. Some inferior products with poor quality are flooding the market, which greatly affect consumers' confidence in LED products." Dr. Zhang Xiaofei, CEO of Gaogong LED, said that the LED industry will Welcome to a reshuffle integration period, high-quality enterprises will stand out, a large number of enterprises that are not technically and scale-free will be eliminated.
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