From 12, reviewing the daily related party transaction proposal is a routine work of FAW Fu Wei, but it changed on 20 15. With the proposal of related party transactions of FAW Fu Wei being rejected for four times, the contradiction between minority shareholders and the board of directors has further intensified, and the question about whether there is related party transactions between FAW Fu Wei and FAW Group has become increasingly intense.
This year105,65438, Securities Daily published an exclusive article entitled "The total loss of FAW Fu Wei105.8 billion yuan is suspected of profit transfer". Since then, the gross profit margin of FAW Fu Wei's automobile hub business is much lower than that of its peers, and the strange phenomenon of accumulated loss of/kloc-0.05 billion yuan after deducting investment income/kloc-0.2 is known to the public.
However, the first quarter of 20 16 has passed, and a large number of related transactions of FAW Fu Wei are still carried out without authorization.
"Based on the affiliation between Fu Wei and FAW Group, I can understand related party transactions; I can understand why the gross profit margin of similar businesses in Fu Wei is different from that of other companies. After all, most people are not professional auditors, so it is difficult to know the reasonable range of accounts and expenses. However, without the authorization of the shareholders' meeting, the related party transactions that have been rejected several times in a row have always been unsupervised and their whereabouts are unknown, which is indeed a bit slippery. "The above-mentioned financial people who did not want to be named expressed the above feelings.
Accounting report of "dystocia"
According to official website of Shanghai Stock Exchange, the pre-disclosure time of FAW Fuwei's 20 15 annual report, which was questioned because of related party transactions, was changed from March 25th to April 8th.
In this regard, a considerable number of investors posted in gub bluntly, "The company is spending time polishing the accounts."
"The release of the company's annual financial report must be confirmed by the signature of the chairman, chief financial officer, lawyer and accounting firm. The delay in publishing the annual report shows that they are still struggling with the annual report figures. No one will rush to thunder at this time, especially against Wei. " The above financial people told reporters.
The above-mentioned financial sources said that the "dystocia" reported by FAW Fu Weinian was mainly reflected in the audit report of the accounting firm. Judging from the current situation of FAW Fu Wei, it is most likely to issue a reserved opinion report or a negative opinion report.
Yang Zhaoquan, a lawyer of Beijing Weinuo Law Firm, also said in an interview with Securities Daily that it is more likely that FAW Fu Wei will issue a qualified opinion on its accounting report.
"If the accounting firm chooses to issue a qualified opinion report for FAW Fu Wei, it means that even if the transaction process is illegal, the accounting firm can still cover it up with qualified opinions, which will definitely bring a bad head to China capital market, thus opening the door to China capital market without unreserved annual financial reports." The financial person revealed to reporters that he personally called the accounting firm before the disclosure of the annual report to urge and convince the relevant staff, which also became one of the reasons for the delay in publishing the annual report.
"Most related party transactions usually refer to one-off or few related party transactions. Due to legal restrictions, accounting firms generally avoid disclosure through splitting. " The above-mentioned person pointed out, however, the situation of FAW Fu Wei is quite special. It is a regular and uninterrupted daily related transaction. After all, in the case that the group company only holds 25% of the shares, the daily related transactions of the company account for more than 95% of the main income, and it is not excluded that the accounting firm will issue a negative opinion report on it.
Lawyer Tian Ye of Beijing Weinuo Law Firm said that the negative opinion report has serious consequences and needs full communication between the firm and the entrusting company. Generally speaking, it is rarely used.
However, even if the accounting firm does issue a negative report, its impact is no less than the former.
The reporter found that according to the statement of delisting risk warning in the stock trading rules of Shanghai Stock Exchange, if the financial accounting report of a listed company in the latest fiscal year is issued by an accounting firm with an audit report that cannot express opinions or negative opinions, the Shanghai Stock Exchange will implement "delisting risk warning" for the company's stock trading. This means that if the accounting firm issues a negative opinion report, FAW Fu Wei will become the first listed company with excellent performance but marked st in China capital market.
"At present, the delay in the release of the annual report is probably due to the communication between the firm and the management of the company and the calculation of risks. Now, it is not even ruled out that the company will temporarily replace the accounting firm. " Lawyer Wang (pseudonym), who is familiar with the company law, explained to reporters that in practice, a company once used the trick of "changing positions at the last minute" and replaced a customer with a higher degree of risk acceptance. In fact, it is to see which accounting firm is "more courageous".
"It can be said that every action of companies and accounting firms is on the verge of breaking the law." Lawyer Wang told reporters.