Recently, Shenzhen Laibao High-Tech Co.Ltd(002106) independent director Jiang Daxing voted against the proposal on the company’s 2021 annual financial report and other proposals on the grounds that “the authenticity, accuracy and integrity of the company’s 2021 annual report cannot be guaranteed”. Subsequently, Shenzhen Laibao High-Tech Co.Ltd(002106) received the attention letter from Shenzhen Stock Exchange, asking Jiang Daxing to specify the specific content of the attention letter sent to the audit institution, and also asking the audit institution to specify the specific content of Jiang Daxing’s reply.
Last year, Kangmei pharmaceutical’s punishment for fraud was unprecedented, and the supervisory role of independent directors on listed companies began to play an effective role. The vote of independent directors against Shenzhen Laibao High-Tech Co.Ltd(002106) the above motion is a vivid case.
As for the financial status of Shenzhen Laibao High-Tech Co.Ltd(002106) itself, it belongs to the judgment field of professional institutions, and the audit institutions need to make conclusions. In contrast, the greater significance of this event is that independent directors no longer simply vote in favor after receiving an income from the listed company, but try their best to communicate with the audit institution, so as to realize full information disclosure. Jiang Daxing’s handling method has attracted the attention of regulators, so that more information can be made public, which enables investors to judge the investment value of Shenzhen Laibao High-Tech Co.Ltd(002106) more objectively.
The author believes that in their daily work, independent directors should not only carefully understand the business of listed companies, but also pay special attention to the following aspects. First, the major capital operation of listed companies; Second, the financial reports of listed companies; Third, the major public opinion of listed companies; Fourth, the inquiry of regulators.
First, the major capital operations of listed companies include additional issuance, foreign investment, large debt borrowing, large investment and asset disposal. From past experience, many risk cases have appeared in the field of capital operation. For example, through fixed increase fund-raising, mergers and acquisitions of some hot target companies to drive up the stock price or insider trading; Through large-scale mergers and acquisitions, win the affiliated companies of the actual controllers of some listed companies with significantly overestimated valuation, and then put the cash of the listed companies into the actual controllers’ own pockets; There are also cases where listed companies sell some high-quality assets to related parties of the actual controller at a fair price significantly lower than the market through asset disposal.
Second, the financial report of listed companies is an important part of the letter phi of listed companies. Therefore, independent directors should pay attention to the financial report. The key points include customer, a / R, inventory and cash matching. From past cases, many problem companies have exposed problems due to the large difference between cash and actual situation. Accounts receivable, notes receivable and other receivables have always been the areas with high incidence of thunder. Independent directors should be vigilant against the high proportion of accounts receivable in total assets, the rapid growth of accounts receivable in recent years and the level of accounts receivable significantly higher than that of peers.
Third, the major public opinion of listed companies. With the rapid development of the Internet, the fermentation speed of public opinion is faster and faster, and the scope of influence is also larger and larger. For example, the recent “pit pickled vegetables” incident has affected consumers’ trust in relevant enterprises. When paying attention to major public opinions, independent directors shall carefully investigate. At the same time, if it is really the problem of the listed company itself, they shall urge the listed company to correct it in time.
Fourth, the concerns and inquiries of the regulatory authorities. In recent years, the attention and inquiry frequency of regulators to listed companies have been increasing, and the relevant questions are also to the point. They all touch on the core problem of information phi of listed companies. The professionalism of inquiry letters has been highly recognized by the market. Independent directors should pay attention to regulatory inquiries and urge listed companies to disclose relevant information in a timely and accurate manner.
The increased work pressure of independent directors is a great good thing for the capital market. Because many issues about capital operation, finance and information disclosure are more professional, the purpose of establishing independent directors is to let professionals check for listed companies and investors. I believe that the continuous improvement of the independent director system will make due contributions to the long-term and healthy development of the capital market.
