Recently, Shandong Securities Regulatory Bureau publicly combed the problems found in the guidance and supervision of IPO in its jurisdiction since 2015. This is not common in local securities regulatory bureaus.
For the problem of intermediaries, the securities regulatory bureau said that the intermediaries avoided the real problems, avoided the important ones, and even kept silent about the problems of the counseling objects; The quality of the prospectus approved by the core meeting is not high and errors occur frequently; Due diligence is "form oriented, substance oriented" and superficial; The check and balance function of the quality control department and core Department of individual counseling institutions on the business front desk is weakened and virtualized.
data show that at present, there are 89 companies registered in Shandong and receiving listing guidance
There are also serious problems in counseling companies. Some company executives do not abide by the discipline of the examination room in the process of knowledge testing of the securities market. What's more, they still do not stop cheating after repeated reminders and dissuasions by regulators. Individual counseling objects conceal illegal matters. Individual counseling personnel do not participate in counseling training on the grounds of high social status and busy work.
"In view of the problems reported in this circular, all counseling objects and counseling institutions should carefully study, draw inferences from one instance, make corrections if there is something, and encourage if there is nothing," the CSRC said.
keep silent on the problems of the tutors
in recent years, the quality of the counseling work for the initial public offering and listing of shares in Shandong has been improved, which has played an important role in strengthening the bottom line awareness of "key minorities" such as the actual controller and improving the standardized operation level of the counseling objects. However, some counseling objects still have deficiencies in corporate governance and internal control, and the diligence and responsibility of some counseling institutions need to be improved. In order to further improve the quality of guidance work in the jurisdiction, Shandong Securities Regulatory Bureau has combed the problems found in guidance and supervision since 2015. Some counseling institutions "pay more attention to recommendation than counseling", and the counseling work is formalized, targeted and effective
First, the counseling plan, implementation plan and training content copied the temsector and were identical, failed to combine the industry characteristics and business characteristics of the counseling object and the implementation policies of the application section according to the enterprise, and failed to combine the education level and knowledge structure of the tutors to teach students according to their aptitude.
Second, the effect of counseling and training of individual counseling institutions is poor. Many counselors fail to pass the knowledge test of the securities market, and some counselors even fail to pass the knowledge test for many make-up exams.
Third, the counseling progress report is too general. There are problems with the counseling object, avoiding the truth, avoiding the important and neglecting the important, or even not mentioning them. It fails to truthfully and comprehensively reflect the implementation of the counseling work, the problems found in the counseling process and the rectification.
the due diligence work of the counseling institution "pays more attention to form than substance", floats on the surface, and fails to fully understand the business situation of the counseling object and the risks and problems it faces
First, due diligence work "pays more attention to data collection than problem analysis". For example, individual counseling institutions only list the data obtained by due diligence, lack corresponding analysis and judgment, and fail to effectively identify the problems and risks of counseling objects.
Second, the verification procedures are not performed or insufficient in risk areas or key links such as inventories stored in large amounts or kept by a third party, hazardous waste treatment service providers and major energy suppliers.
Third, customers and suppliers check that "quantity is more important than quality". There are some problems in the interview records, such as the interviewee's signature is not signed, the key information is not answered, and the language is vague; Fourth, the verification opinions are inaccurate, such as errors in the statistics of the amount involved in the non-standard finance, unclear explanation of the source of capital contribution of new shareholders, etc; Fifth, the bank accounts of some personnel and subjects were omitted during the fund flow verification, and the fund flow verification of some obtained bank accounts was incomplete.
Prospectus has frequent problems
The problem of intermediaries also includes the failure to maintain professional prudence in abnormal situations.
counseling institutions stay at the minimum requirements of laws and regulations, meet the requirements of completing the specified actions, are not sensitive to changes in the business environment of the counseling objects, and do not maintain due professional prudence in abnormal situations
First, there is an obvious difference between the purchase price of the main production factors of individual counseling objects and the market price, which has not been paid attention by the counseling institutions;
Second, the verification of large cash withdrawals and abnormal fund receipt and payment of counseling objects and trainees is insufficient, and the rationality of fund transactions is not fully explained;
Third, no further alternative procedures were implemented for the inconsistency of the reply, the inconsistency between the interview content and the actual situation, and the inconsistency between the contract customer and the billing customer.
the check and balance function of the quality control department and the core Department of individual counseling institutions on the business front desk has weakened and weakened, and the role of "three lines of defense" has not been effectively brought into play
First, the kernel audit is not strictly controlled. When the business front desk submitted the kernel application, the counseling object failed to comprehensively rectify the problems in standardizing internal control, and some verification procedures of the intermediary agency have not been completed. Under the above circumstances, the counseling institution still passed the IPO core program of the counseling object.
Second, the quality of the prospectus approved by the core meeting is not high and errors occur frequently, such as omission of related parties, inaccurate statistics of the top five customers, failure to disclose financial indicators in accordance with the format standards, etc.
Third, the counseling object and other relevant parties preset the counseling acceptance application time. The independence of the quality control department and the core department is not strong, so they are forced to reduce the relevant working time, which affects the quality of the quality control and the core to a certain extent.
continue cheating despite dissuasion
In addition to the problems of intermediaries, there are also many problems for counseling objects. Some counseling objects failed to establish a correct concept of enterprise listing, failed to completely solve the relevant problems affecting the issuance and listing before reporting, and still reported with illness and rushed to occupy the position. Individual trainees failed to firmly establish the sense of integrity, self-discipline and rule of law in entering the securities market.
First, individual tutors lack integrity and do not abide by the discipline of the examination room during the knowledge test of the securities market. What's more, they still do not stop cheating after repeated reminders and dissuasions by regulators.
Second, individual tutors do not participate in the counseling training on the grounds of high social status and busy work, or apply for exemption from the securities market knowledge test if they do not meet the exemption conditions;
Third, individual tutors failed to seriously study the laws, regulations and business rules related to standardized operation, and there was a large gap between the knowledge test results of the securities market and the qualified line.
Fourth, the information provided by individual tutors to counseling institutions and other intermediaries is incomplete and inaccurate, such as failing to provide complete bank account information to intermediaries in accordance with the requirements of the answers to some questions about initial business, deliberately concealing illegal acts involving counseling objects, etc.
The corporate governance level of some tutors has not been significantly improved, and there are still problems such as non-standard operation and weak independence of the "three sessions".
First, the content of the minutes of the "three sessions" of some counseling objects is incomplete, and the key points of the participants' speeches, the attendance of absentees and entrusted personnel are not recorded;
Second, the implementation of the internal audit system of some counseling objects is not in place, and there are some problems, such as insufficient allocation of internal audit personnel, inadequate internal audit procedures, and no trace of work.
Third, before the occurrence of related party transactions, some counseling objects failed to submit them to the board of directors or the general meeting of shareholders for deliberation in time in accordance with the requirements of the rules of procedure, but conducted centralized supplementary deliberation on related party transactions and other proposals during the reporting period before the declaration. The independent directors and supervisors failed to be diligent and responsible, and the check and balance role of the "three committees" operation was weakened.
Fourth, individual counseling objects still have weak independence in personnel, finance and other aspects. The controlling shareholders have behaviors such as automatically collecting counseling object funds, participating in counseling object investment and financing management, assessing counseling object executives, sharing administrative affairs personnel with counseling objects and so on.
concealing violations
individual tutors failed to fully evaluate and comprehensively consider the impact of equity change on issuance and listing, resulting in passive listing reporting
First, individual counseling objects adjusted the ownership structure during the reporting period, resulting in the change of the actual controller, resulting in the counseling objects not meeting the issuance conditions;
Second, individual counseling objects failed to fulfill the filing or approval procedures of relevant departments in their previous equity changes, and the supplement and improvement of relevant procedures took a lot of time and energy;
Third, individual counseling objects failed to properly solve matters such as equity holding and gambling agreement, which affected the stability of enterprise equity structure, and equity disputes or potential equity disputes had a negative impact on enterprise declaration.
at the level of internal control, the problem of "emphasizing system construction and neglecting system implementation" has not been completely eliminated, and the non-standard situation of key internal control links such as financial management, fund payment and safe production is still common
First, some tutors had nonstandard financial internal control during the tutoring period, such as re lending, bill financing without real trade background, inter-bank lending of related parties, collection of personal accounts, third-party payment collection, etc. Some tutors still failed to complete the rectification of nonstandard matters on the deadline for the first declaration and audit.
Second, the purchase payment, expense reimbursement and other matters were not approved in strict accordance with the authority of fund management, and the inventory was not checked and counted regularly in strict accordance with the requirements of inventory management;
Third, there are defects in the internal control of production safety and environmental protection, and there are still administrative penalties during the reporting period and even during the audit period.
some tutors have irregularities in accounting during the tutoring period:
First, the financial vouchers are incomplete, or some voucher elements are incomplete. For example, the revenue confirmation voucher is not attached with the customer's acceptance voucher and receipt, and the receipt has no customer's signature or date of receipt;
Second, incompatible posts are not completely separated, such as the cashier concurrently holds the relevant responsibilities of financial accounting, participates in bookkeeping, etc.
Third, some counseling objects have accounting problems such as insufficient impairment provision, unclear cost accounting, inaccurate collection of R & D expenses and so on; Fourth, the financial transactions between the counseling object and related parties were not accounted for.
some tutors' information disclosure quality is not high, mainly in the following situations:
First, individual counseling objects conceal violations of laws and regulations, and counseling institutions fail to find them in time due to inadequate verification work or lack of effective verification means;
Second, the disclosure of the relevant amount of individual matters is inaccurate, such as the amount involved in the financial irregularities required to be disclosed in the audit Q & A;
Third, the disclosure of individual matters is incomplete, such as related parties and related transactions, defects of asset property rights, etc;
Fourth, selective disclosure, such as insufficient disclosure of the relevant work experience of the tutors involved in violations of laws and regulations.
The securities regulatory bureau said that in view of the problems reported in this circular, all counseling objects and counseling institutions should carefully study, draw inferences from one instance, make corrections if there is something, and encourage if there is nothing. All counseling objects should actively cooperate with intermediaries to comprehensively sort out the problems in corporate governance, internal control and financial accounting, and strive for early rectification and standardization. At the same time, all counseling institutions should carefully sort out the deficiencies in the counseling and recommendation work, improve and optimize the counseling and due diligence work, and effectively improve the practice quality.
