Original title: Twists and turns!After the chief financial officer refused to sign the financial report and “lost contact”, the actual controller of Fucheng Co., Ltd. promised to participate in the operation of the listed company in a standardized manner
Economic Observer Network reporter Liang JiOn May 12, 2022, Hebei Fucheng Ng Fung Food Co., Ltd. (600965.SH, hereinfollowing referred to as “Fucheng Shares”) issued 12 announcements in succession, including supplementing the 2021 annual report and financial report that had not been signed by the chief financial officer before, and 2022 first quarter report and financial report, etc. The announcement shows that Cheng Jing, Chief Financial Officer of Fucheng Co., Ltd., has signed and confirmed the opinions on the above four reports.
On the same day, Fucheng Co., Ltd. issued a “Cheng Jing Statement” dated April 27. Chief Financial Officer Cheng Jing said that he did not sign the confirmation opinion on the relevant report because the listed company’s production, operation and management were affected by the influence of major shareholders, which caused it to fail to perform normally. They were unable to perform their duties with due diligence, and might not independently perform the management functions of financial system management, so they refused to sign and confirm the relevant reports.
On the same day, there was also an announcement showing the “Alarm Statement” on April 29. At 10:30:20 on April 29, Cheng Jing’s colleague called the police and said that Cheng Jing “lost contact on the evening of April 27 and needs help”; The feedback time was at 10:48:48 on April 29, and the person who called the police said that he had been in contact with the missing person and that he did not need the help of the public security organs for the time being.
On the 4 written confirmation notices on the company’s 2021 annual report, financial statements, 2022 first quarter report, and financial statements issued by Fucheng Co., Ltd. on the 12th, all of them were signed by Cheng Jing, and the time for the confirmation of the documents was May 9.The Economic Observation Network contacted Cheng Jing, the chief financial officer of Fucheng Co., Ltd., who said that the reason why he signed the confirmation opinion was that the actual controller of the company had promised not to interfere with the independence of the listed company.
The listed company also announced a “Commitment on Regulating Participation in the Operation of Hebei Fucheng Food Co., Ltd. as the actual controller”, and the date of signing the commitment document is also May 9.
Chief Financial Officer fromRefuseWhat happened during the period from signing the financial report and other documents to agreeing to sign?
According to the annual report, Cheng Jing has served as the manager of the financial department of Fucheng Co., Ltd. from January 2006 to February 2011, and has served as the financial director of the company since March 2011. The current term starts and ends from May 17, 2019 to May 17, 2022. day.
In the “Cheng Jing Statement” issued by Fucheng, Cheng Jing said that as the financial director of Fucheng, the company’s production, operation and management have been seriously affected by major shareholders in the past year, which violated the principle of five independent and three separate listed companies. It has a huge impact on the independence of the listed company and the normal performance of financial work. It has been unable to normally perform the duties of the chief financial officer, cannot perform diligently, and cannot independently exercise the management function of financial system management, and the authenticity of some businesses cannot be determined. Therefore, it cannot guarantee the authenticity, accuracy and completeness of the financial data in the report, and cannot assume individual and joint legal liabilities; and declares refusal to sign and confirm the 2021 annual report and the 2022 first quarter report.
The announcement shows that the main reason why Cheng Jing did not sign the written confirmation opinion of the 2021 annual report and the 2022 first quarter report is that there is a business activity that has a significant impact on the company’s regularly reported financial data that has not been verified clearly, and the existence of major shareholders destroying the financial affairs of the listed company. independent behavior.
The specific matters involved Fucheng Co., Ltd. in the process of purchasing live cattle in May 2021, and all the personnel responsible for purchasing were temporarily seconded from Fucheng Group, the company’s major shareholder, in six groups. The company’s cattle breeding branch allocated 2 million yuan to each group as a purchase reserve (guaranteed by the company’s actual controller Li Fucheng), and the reserve fund was recycled, and the cumulative capital expenditure exceeded 100 million yuan; due to the relatively strong personnel seconded from the major shareholder, the company The accountant pays first and then asks the purchaser to complete the purchase materials and original vouchers. Before the purchase information and original vouchers have not been verified, there is a risk of unreal purchase prices and inflated costs of biological assets, which has a considerable impact on the company’s regular reporting of financial data.
In addition, Li Fucheng, the actual controller of Fucheng Co., Ltd., did not participate in the financial management and other business activities of the listed company in accordance with the corporate governance and management procedures, including the major shareholder directly arranging personnel to participate in the approval of the listed company’s procurement business payment, and the four companies were not approved by the listed company’s management review procedures. Branch payments are separated from the capital center of the company’s financial management system, and practices such as declaring that the listed company is the “son” of the major shareholder Fucheng Group undermines the financial independence of listed companies.
According to Fucheng’s 2021 annual report, the company achieved revenue of 1.269 billion yuan during the reporting period, a year-on-year increase of 16.77%; net profit was 150 million yuan, a year-on-year increase of 24.49%. In the first quarter of 2022, Fucheng achieved a revenue of 320 million yuan and a net profit of 53 million yuan, an increase of 11.17% and 61.93% year-on-year respectively; the first quarterly report shows that the profit contribution of the net profit during the period mainly comes from the funeral industry and the breeding industry.
CFO “lost contact”
The “Alarm Statement” issued by Fucheng Co., Ltd. shows that Cheng Jing, the company’s financial director, lost contact on the evening of April 27, and his colleagues called the police on the morning of April 29.
According to Fucheng’s announcement in reply to the Shanghai Stock Exchange’s regulatory work letter, at regarding 7:00 p.m. on April 27, the secretary of the company’s board of directors found a paper document signed by “Cheng Jing” on his desk. The main content of the document included the interference of major shareholders The company’s financial operations and management are not independent; it has been unable to normally perform the duties of the chief financial officer, and cannot perform diligently and conscientiously. The authenticity of some businesses cannot be determined; the authenticity, accuracy and completeness of the financial data in the report cannot be guaranteed, and the individual and joint responsibility cannot be guaranteed. Legal liability; refusal to sign and confirm the 2021 annual report and the 2022 first quarter report.
The announcement stated that since the company received the document, it has been trying to contact it in various ways to confirm the authenticity, but Cheng Jing, the chief financial officer, has since lost contact and might not 100% confirm its source and the authenticity of the information.
The “Alarm Statement” shows that Cheng Jing lost contact on the evening of April 27, and the public security bureau received the call at 10 am on April 29. The caller said that he had come to report the situation. However, the comprehensive list of police information details dated April 29 shows that the caller and the missing person have been in touch and do not need the help of the public security organs for the time being.
The Economic Observation Network contacted Cheng Jing, the chief financial officer of Fucheng Co., Ltd., who said that the company’s announcement has responded to my loss of contact and the previous refusal to sign; and the reason for signing the confirmation opinion is that the actual controller of the company has promised not to interfere. Independence of listed companies.
The alarm person disclosed in the “Alarm Announcement” told reporters that the relevant matters are subject to the announcement.
The reporter noticed that Fucheng Co., Ltd. issued 4 confirmation opinions in a row on the 12th, involving Fucheng Co., Ltd.’s 2021 annual report and financial statements, 2022 first quarter report and financial statements. These 4 confirmation opinions are all signed by Cheng Jing.
Fucheng shares also announced that the actual controller of the company, Li Fucheng, promised that as one of the actual controllers of Fucheng shares, from now on, he will strictly abide by the “Securities Law”, “Administrative Measures for Information Disclosure of Listed Companies” and other relevant laws and regulations, and regulate participation as an actual controller. The operation of listed companies.
The “signature door” incident of Fucheng Co., Ltd. has attracted special attention from investors. On the interactive platform, an investor asked a question on May 8, “Excuse me, when the secretary of the board of directors just took office, why did Cheng Jing, the chief financial officer of the first annual report, not sign it, and why did the audit report dare to issue an unqualified opinion on this item? The listed company replied, “Please pay attention to the company’s recent announcement, the company will disclose the reason why the chief financial officer did not sign the regular report to confirm the opinion. Thank you for your attention!”
Some investors also asked a question on May 8, “Fucheng Group’s Yanjiao Fucheng Ideal Exchange project was falsely promoted, resulting in thousands of people petitioning to defend their rights and asking to check out. How the company plans to deal with it will affect the next quarter’s profits.” Fucheng shares replied. “The real estate business is one of Fucheng Group’s businesses, and the Fucheng Ideal Hui project is a project of the company’s shareholder, Fucheng Group, and Fucheng Co., Ltd. has no real estate business.”
In the announcement of the listed company on May 12, Cheng Jing released the reasons for not signing the written confirmation opinion of the 2021 annual report and the 2022 first quarter report, and elaborated on the existence of a business activity that has a significant impact on the company’s regular reporting of financial data. Verification and the fact that Li Fucheng, the actual controller of the company, did not participate in the company’s financial management and other business activities in accordance with corporate governance and management procedures. Qi said, “As a manager who has served as the company’s chief financial officer for eleven years, I have a certain foundation in the company, dare to adhere to the principles and bottom lines, and dare to put forward different opinions on the company’s major shareholders and actual controllers. We must have a sense of responsibility with the company, adhere to an independent, objective and fair working attitude, and safeguard the rights and interests of our shareholders.”
In the reply letter from the listed company to the Shanghai Stock Exchange, Fucheng Co., Ltd. stated that following disclosing the periodic report on April 29, the company contacted the chief financial officer Cheng Jing in various ways to communicate and discuss with him in depth. Eliminated, Cheng Jingxian agreed to sign the written confirmation opinion on the company’s periodic reports and financial statements.Return to Sohu, see more