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"Annual report inquiry letter" has become a high-frequency word in recent announcements of listed companies.
Since May, the Exchange has intensively issued annual report inquiry letters to listed companies with doubts about their annual reports, focusing on financial indicators and annual audit institutions. From May 1 to 16:00 on May 22, the Exchange issued annual report inquiry letters to 177 listed companies in total. On May 20, 31 listed companies received annual report inquiry letters.
The inquiry letter is an important way for the exchange to fulfill the regulatory responsibility of information disclosure of listed companies. Compared with previous years, the number of enterprises inquired by the Exchange this year has increased, and the inquiry items have also become more detailed. In addition to regular inquiries about the reasons for and authenticity of changes in various indicators of operating performance, the Exchange also focuses on the situation of no or less dividends, and the annual audit institution's focus on the verification of whether the audit opinion is reasonable.
Yang Delong, chief economist of Qianhai Kaiyuan Fund, said that the intensive issuance of annual report inquiry letters reflected the trend of strict supervision of the capital market. Through the annual report inquiry letter, the regulator inquired about the authenticity of the operating performance and balance sheet of the listed company, which helped to crack down on financial fraud and other violations, played a certain deterrent role, and let the listed company more truly disclose the company's performance.
Several star companies were asked about their business
In the context of strong supervision, Hongbo Shares (Rights protection) 、 Huayi Brothers 、 Song City Performing Arts 、 Zhangzi Island Several A-share well-known listed companies have received the inquiry letter on the annual report of the Exchange.
As a concept stock, Hongbo is a highly popular stock in the secondary market. From the beginning of January 2023 to August 24, 2023, its stock price has risen by more than 530%. This time, Shenzhen Stock Exchange inquired about the identification of Hongbo's controlling shareholder, the development of AI business and the dismissal of the deputy general manager.
From January to February this year, Hongbo shares changed to the status of no controlling shareholder and no actual controller. Shenzhen Stock Exchange required Hongbo Shares to explain the current latest equity structure, voting power entrustment (if any), composition of the board of directors, production and operation decisions, corporate governance, whether there is a situation of equity proxy holding, and specify the basis and sufficiency of identifying as no controlling shareholder and actual controller.
At the same time, Shenzhen Stock Exchange also focuses on the operation of Hongbo Shares. The inquiry letter pointed out that Hung Bo shares need to explain whether the specific measures that have been taken and proposed to be taken to improve the profitability of the main business and improve the sustainable operation can effectively change the current operation status of Hung Bo shares under the condition of negative net profit after deducting non recurring profits and losses for many consecutive years.
In addition, Shenzhen Stock Exchange also required Hongbo to sign a major sales contract in combination with equipment procurement and AI cloud services signed with customers, explaining the current AI business progress, R&D investment, upstream and downstream cooperation mode of the industry, expected impact on net profit in 2024 and other business matters.
Huayi Brothers is a well-known enterprise in the film and television industry. The actual controllers are Wang Zhongjun and Wang Zhonglei. The company's film and television works include Former 4: Early Marriage, Echo, Love Is Delicious, Wandering Earth 2, Eight Hundred, etc.
Huayi Brothers attracted the attention of Shenzhen Stock Exchange due to the significant growth of revenue and gross profit margin in 2023, and Shenzhen Stock Exchange required it to explain the reasons for the 50% year-on-year increase in gross profit margin of film and television entertainment business and other financial matters.
In 2023, Huayi Brothers will achieve an operating revenue of 666 million yuan, up 65.59% year on year; The net loss attributable to the parent company was 538 million yuan. Shenzhen Stock Exchange required in the inquiry letter that Huayi Brothers, in combination with industry development, companies in the same industry, supply and demand changes and development trends, cost control and other factors, analyze in detail the reasons for the substantial year-on-year growth of performance, especially the gross profit margin of film and television entertainment business increased by 50 percentage points, and explain in detail the composition of Huayi Brothers' business income, project carry forward Revenue recognition compliance.
Zhangzi Island, which has attracted much attention from the market, continues to receive the annual report inquiry letter sent by the Exchange this year. The Exchange focused on the relevant indicators with large changes in the annual report of Zhangzi Island.
In 2023, the gross profit rate of the new technical service business income of Zhangzi Island reached 95.27%. Zhangzi Island said that the main reason was that the oyster seed business cooperation mode of the holding subsidiary Qingdao Qianfeng Marine was adjusted from the commissioned production mode to the technical service mode.
In this regard, Shenzhen Stock Exchange asked Zhangzidao to explain the reason why the holding subsidiary's oyster seed business model was adjusted from the commissioned production model to the technical service model, the main business content of the technical service business, and compare the similarities and differences of business development processes, customers and suppliers, cost composition, and revenue recognition methods under different business models before and after, And quantitatively analyze the impact of the business model adjustment on the current aquaculture business income and cost, and explain the compliance of the relevant revenue recognition time points under the technical service model.
In addition, the inquiry letter also requires Zhangzi Island to compare the situation of comparable companies in the same industry, explain the differences in gross profit rates of main products such as sea cucumber, shrimp scallop, conch, sea urchin, abalone, etc., analyze the products with large differences in gross profit rates, and quantitatively explain the reasons for the differences between gross profit rates and the same industry. In combination with the analysis of product profitability, the reasons for the decline of operating income in 2023, the amount of long-term and short-term borrowings, and the asset liability ratio of Zhangzi Island in the current period, further analysis will be made to explain the sustainable operation ability of Zhangzi Island.
"Breaking the casserole and asking the question to the end"
This year, in addition to conventional issues, the Exchange has made more detailed inquiries about the annual report. *ST reclamation (Rights protection) 、 *ST red phase (Rights protection) 、 ST Changkang (Rights protection) 、 Xinjin Power More than 30 enterprises received more than 10 inquiry items in the annual report inquiry letter.
In the inquiry letter of the annual report, the Exchange raised 20 questions to * ST Hongxiang and * ST Reclamation, mainly because the two companies had been involved in financial fraud for consecutive years.
It is mentioned in the inquiry letter that there are false records in the annual report of * ST Red Phase from 2017 to 2022. According to the previous announcement, * ST bonus continued to falsify the operating revenue and net profit from 2017 to 2022, with a total false increase of 1.001 billion yuan in operating revenue and 392 million yuan in net profit. In addition, in 2019 and 2020, false financial data were used to implement directional additional share issuance and convertible bond financing, raising a total of up to 643 million yuan.
The Exchange asked questions about more than 20 financial matters, such as * ST Hongxiang's accounting error correction and retroactive adjustment, the significant difference between the actual performance in 2023 and the expected amount, the decline of the performance in the first quarter, major contracts, accounts receivable, goodwill, inventory, and government subsidies, and asked * ST Hongxiang to explain the business model, sales volume, and the situation of comparable companies in the same industry, respectively The reason and rationality of changes in product operating revenue and gross profit margin, and whether the operating revenue matches the trend of changes in sales volume and net profit, etc.
*Key words such as "fraud", "authenticity doubt" and "potential fraud risk" have repeatedly appeared in the annual report inquiry letter of ST Reclamation this year. This year, the Exchange focused on the compliance and rationality of the standard unqualified audit opinion issued by the * ST annual audit accountant.
Specifically, there are false records in the annual reports of * ST Reclamation for five consecutive years from 2018 to 2022. Up to now, * ST Reclamation has not disclosed the corrected financial report and audit report from 2018 to 2022. In this case, the 2023 annual report disclosed by * ST Reclamation has doubts about the accuracy of the opening amount. The inquiry letter requires that the annual auditor should explain the compliance and rationality of issuing standard unqualified audit opinions when the correction of financial reports and audit work from 2018 to 2022 have not been completed.
In addition, in response to the resignation of the Secretary of the Board of Directors and the Chief Financial Officer of * ST Weihai on April 17, the inquiry letter requires that the * ST Weihai Annual Audit Accountant describe in detail the audit procedures and audit conclusions implemented against the potential fraud risks that may be revealed by the resignation of the Secretary of the Board of Directors and the Chief Financial Officer, and explain whether the resignation risk of the above-mentioned key personnel has been fully considered when forming the audit opinion of the 2023 annual financial report.
It is worth noting that * ST Hongxiang and * ST Reclamation have received the inquiry letter from the Exchange in 2023* Established in 2005 and located in Siming District, Xiamen City, ST Hongxiang is an enterprise that provides customers with comprehensive solutions for grid condition maintenance and intelligent operation. Its business applications cover three major fields, including power, military, railway and rail transit* ST Red Cross is suspected of fraud for six consecutive years, with a cumulative false increase of about 1 billion yuan in revenue. In the first quarter of this year, * ST had a net loss of 32.7881 million yuan attributable to the parent company, which turned from profit to loss on a year-on-year basis. In the same period last year, it made a net profit of 42.3615 million yuan.
*ST Reclaim was listed in Shenzhen Stock Exchange on June 2, 2011, and its main business is construction, design and technical services. The company has suffered losses for five consecutive years since 2019, with a loss of 137 million yuan in 2023, and a further loss of 62.3216 million yuan in the first quarter of this year.
Ask the annual review organization to clarify its opinions
This year, the regulatory authorities not only focus on listed companies, but also put forward higher requirements for intermediaries. The Exchange is *ST Zhengbang 、 Yingkerui 、 ST E-shop 、 Great intelligence (Rights protection) In the annual report inquiry letter issued by many companies, such as the Company, the Company required audit institutions, law firms and other intermediaries to check and express clear opinions.
For example, in the inquiry letter on the annual report of * ST Zhengbang, the Exchange explicitly requested the annual audit accountant to explain the rationality of identifying that the impact of the matters involved in non-standard opinions in the 2022 annual audit report of * ST Zhengbang has been eliminated, and on this basis, further demonstrate whether the audit evidence on which the audit opinion is based in 2023 is sufficient and appropriate, and whether the audit opinion is prudently issued.
In the annual report inquiry letter of Tianbang Food, the Exchange also required the annual audit accountant and lawyer to check and express clear opinions. Previously, Tianbang Food was audited by Tianzhi International Certified Public Accountants (special general partnership), an annual auditor, who issued an unqualified audit report with significant uncertainties of going concern.
The audit report pointed out that the net profit attributable to the parent company of Tianbang Food in 2023 was 2.883 billion yuan. As of December 31, 2023, the asset liability ratio of the company is 86.73%, and the current liabilities are 12.412 billion yuan, which is more than the current assets of 8.787 billion yuan. The current liabilities include short-term borrowings, notes payable, long-term payables due within one year and long-term borrowings, totaling 4.023 billion yuan. The audit institution believes that Tianbang Food has a weak debt paying ability, and there are large business risks and financial risks.
Guandian Defense Encountered the "non-standard" of 2023 annual report, which was focused by the Exchange. The inquiry letter shows that the financial statements of Guandian Defense were issued with qualified opinions by the annual audit accountant, because the accountant was unable to judge the nature and commercial rationality of the purchase money for long-term assets in advance, failed to obtain the corresponding audit evidence for the fixed deposit certificate used for pledge guarantee, and failed to judge the integrity of the company's disclosure of related matters.
In this regard, Shenzhen Stock Exchange requires the annual auditor to explain in detail the audit procedures adopted for the matters with qualified opinions, the audit evidence obtained, including the contacts, amount and proportion of visits and letters, the audit evidence not obtained, the reasons for not adopting or being unable to adopt alternative procedures, and the reasonableness. At the same time, explain the accounts and amounts of the financial statements affected by the limited audit scope, and further analyze the impact on the comparability of data and corresponding data in the reporting period.
In addition, the internal control audit report shows that there are major defects in the internal control of Guandian Defense's financial report on December 31, 2023 in terms of capital approval, external guarantee, sales cycle, etc.
Shenzhen Stock Exchange required in the inquiry letter that the annual audit accountant should explain the specific impact of the major internal control defects of Guandian Defense on the nature, timing and scope of the audit procedure, whether the risk of major misstatement shown in the internal control report matches the matters involved in the qualified opinion of the audit report, and in combination with the audit procedures implemented in the audit process and the audit evidence obtained, Further explain the rationality of issuing a qualified opinion on the company's annual report when the internal control report issued a negative opinion.
Editor in charge: Yang Yucheng
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