On May 16, Shenzhen H&T Intelligent Control Co.Ltd(002402) ( Shenzhen H&T Intelligent Control Co.Ltd(002402) . SZ), an announcement entitled “legal opinion of the first dying shareholders’ meeting in 2022”, caused an uproar. The low-level mistake of mistaking “temporary” into “dying” made Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as Zhonglun (Shenzhen) law firm) who issued the legal opinion a target of public criticism and questioned its practice level. The term “dying shareholders’ meeting” was once on the microblog hot search.
On May 18, the handling results of the incident were announced. Beijing Zhonglun (Shenzhen) law firm was ordered to correct and three lawyers were issued warning letters. The reporter of the daily economic news noted that Beijing Zhonglun law firm (hereinafter referred to as Zhonglun law firm, with Zhonglun (Shenzhen) law firm as its branch) was founded in 1993 and is one of the largest comprehensive law firms in China.
According to the reporter’s statistics, among the 4810 A-share listed companies, 343 listed companies with Zhonglun law firm as legal counsel, accounting for 7%; There are 284 listed companies with Zhonglun law firm as the initial handling law firm, accounting for about 6%.
Pictures that once ignited public opinion
has serious text errors and is subject to regulatory measures
On May 18, the official website of Shenzhen Securities Regulatory Bureau disclosed two decisions on administrative supervision measures involving Zhonglun law firm (hereinafter referred to as the decision). The decision pointed out that according to relevant regulations, Shenzhen Securities Regulatory Bureau conducted a special inspection on the legal opinion issued by Zhonglun (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Shenzhen H&T Intelligent Control Co.Ltd(002402) 2022. According to the investigation, the core guidelines of Zhonglun (Shenzhen) law firm require relevant documents to be submitted to the core department for quality control audit within 7 days from the date of disclosure of the legal opinion. In the process of issuing the above legal opinion, Zhonglun (Shenzhen) law firm has some problems, such as afterwards preparing the verification plan and submitting it to the quality control core, serious text errors in the legal opinion, incomplete process of lawyers witnessing the convening of the shareholders’ meeting, etc., in violation of relevant regulations.
In this regard, Shenzhen Securities Regulatory Bureau decided to take regulatory measures to order Zhonglun (Shenzhen) law firm to make corrections, requiring it to take effective measures to improve relevant systems, further strengthen the process control of issuing legal opinions, and effectively improve the practice quality of securities legal business.
At the same time, Lai Jihong, Liu Fangyu and Zhuang Ying signed the above legal opinions as the person in charge of Zhonglun (Shenzhen) law firm and the handling lawyer respectively. Lai Jihong also approved the above legal opinions as the person in charge. Liu Fangyu and Zhuang Ying, as the handling lawyers, drafted the above legal opinions and witnessed the shareholders’ meeting on site, and were mainly responsible for the above-mentioned violations. Shenzhen Securities Regulatory Bureau decided to take regulatory measures to issue warning letters to Lai Jihong, Liu Fangyu and Zhuang Ying.
The reporter of the daily economic news inquired that Article 13 of the measures for the administration of law firms engaging in securities legal business stipulates that law firms and their assigned lawyers engaged in securities legal business shall check and verify the authenticity, accuracy and integrity of the documents and materials based on according to law; Before verification and verification, a verification and verification plan shall be prepared to clarify the matters that need verification and verification, and shall be adjusted appropriately according to the progress of the business.
Article 23 stipulates that when a lawyer engages in securities legal business specified in Article 6 of these measures, the legal opinions issued by him shall be discussed and reviewed by his law firm, and relevant records shall be made as working papers.
serves 343 A-share companies, including 10 100 billion giants
The face of the law firm is not a stranger in the capital market. Its name has repeatedly appeared in the announcements of listed companies and served as legal counsel for many listed companies.
The data show that among the 4810 A-share listed companies, 343 listed companies (including their local branches) have Zhonglun law firm as legal counsel, accounting for 7%; There are 284 listed companies with Zhonglun law firm as the initial handling law firm, accounting for about 6%. Among the clients of Zhonglun law firm, there are also many companies or industry leaders with high market value or industry leaders among the clients of Zhonglun law firm. Among the clients of Zhonglun’s clients, there are companies with high market value or industry leaders. Among them, the clients with market value of more than 100 billion (as of May 18 closing on May 18) with market value of more than 100 billion billion (as of May 18 closing on May 18), the clients of Zhonglun law firm include Hongda Xingye Co.Ltd(002002) 594 \ , Chongqing Changan Automobile Company Limited(000625) .
According to the official website, Zhonglun law firm was founded in 1993. After several years of rapid and steady development, it has become one of the largest comprehensive law firms in China. Today, Zhonglun law firm has more than 2400 professionals, including more than 390 equity partners. Its offices are located in 18 cities such as Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou and Tokyo. Its business scope covers more than 60 countries and regions around the world, covering 24 business fields and 19 industry fields.
and many companies misused the word “dying”
Mistakenly write “temporary” as “dying”, and the input method does not need to carry the pot.
Behind the mistakes and omissions of words is the carelessness and irresponsibility of listed companies and intermediaries in the work of letter phi. As Shenzhen Securities Regulatory Bureau said in its notice on the handling of Zhonglun law firm: “as an important ‘gatekeeper’ of the capital market, law firms and practicing lawyers should be diligent and conscientious, provide professional and prudent legal services, and promote the improvement of the quality of information disclosure of listed companies.”
The reporter of “daily economic news” noted that typos, unit errors and omissions are common problems in the letter phi of listed companies An Hui Wenergy Company Limited(000543) released the 2020 annual report, which made an error in the unit. In the column of “remuneration of directors, supervisors and senior managers”, the salary unit “Yuan” was mistakenly written as “10000 yuan”, resulting in the salary of all senior executives of the company as high as 36.1 billion yuan (actually 3.61 million yuan).
The text errors of Zhonglun law firm have also appeared in other listed companies this time, but they are hidden in the corner of the main body of the announcement and are not easy to be found.
The reporter inquired that in the announcement of information disclosure management system issued in April 3 Ningbo Ligong Environment And Energy Technology Co.Ltd(002322) 021, there is a sentence that reads: “for the temporary announcement issued in the name of the board of directors, the chairman of the company authorizes the Secretary of the board of directors to exercise his approval authority and disclose it after the dying announcement is submitted to the securities affairs representative for review and the Secretary of the board of directors for review and approval”, and the word “dying” appears.
Image source: see the screenshot of microdata
Coincidentally Avic Heavy Machinery Co.Ltd(600765) 2021 the announcement on adding temporary proposals to the 2020 annual general meeting of shareholders distributed in March mentioned that “the above 10-16 proposals have been deliberated and adopted at the 18th dying meeting of the sixth board of directors of the company”.
Image source: see the screenshot of microdata
Funeng Oriental Equipment Technology Co.Ltd(300173) 2018 semi annual report released in August 2018 shows that “on August 28, 2018, the company held the second dying shareholders’ meeting in 2018 and deliberated and adopted the proposal on using the remaining over raised funds to permanently supplement working capital”.
Image source: see the screenshot of microdata
