The biggest delisting tide of A shares is coming! 27 companies involved in "non-standard" audit opinions, and the "financial technology" of the shell was blocked.

Under the comprehensive registration system, the normalized delisting mechanism is deepening. In 2022, as the second year of the "strictest" delisting regulation in history, A shares will usher in the biggest wave of termination of listing. At present, 40 companies have received the "delisting order" from Shanghai and Shenzhen Stock Exchanges, exceeding the sum of delisting companies in 202 1 year.

At the same time, the pace of delisting has accelerated, and the strength of financial portfolio indicators and audit opinions has become prominent. According to the statistics of electronic reporters of Securities Times, the reasons for delisting of 27 companies involved "non-standard" audit opinions. Among them, 10 * ST company, "audit opinion type" has become the only indicator to trigger delisting, blocking the traditional shell-keeping means and further promoting the "survival of the fittest" in the capital market.

The biggest wave of delisting is coming.

Since the closing of the 20021annual report at the end of April, the Shanghai and Shenzhen stock markets have accelerated the pace of delisting and expanded the scale of companies that have received the decision to terminate listing. As of the press release of Securities Times E Company, the Exchange has issued a decision to terminate listing to 40 listed companies, including 24 in Shenzhen and 6 in Shanghai/KLOC-0. The total number has exceeded that of A-share delisting companies last year, and it mainly touched on financial indicators and non-standard audit opinions.

Among them, Guangxin Retreat, Danbang Retreat and Shenglai Retreat all submitted applications for hearing; *ST Tianshou, ST Bangxun, *ST Contemporary, *ST Zhongying and *ST Baode also disclosed that they submitted statements and defense materials or hearing applications, but recently they all received the decision of the Exchange to terminate listing.

"After the hearing, our efforts have been completed, and there is no room for delisting by other means. Safely and steadily send the stock to the third board, which is what we have to do now. " *ST Tianshou Securities Affairs Department said. "There are still many corporate lawsuits now, and the risks are great."

The capital market lawyer told the reporter of Securities Times E Company that from the cases in the past two years, usually listed companies receive the decision of the exchange to terminate listing, which basically means that they are facing delisting; Even a procedural complaint is difficult to pass. On the whole, the delisting system is very necessary for the survival of the fittest in A-shares.

After the introduction of new delisting rules at the end of 2020, listed companies will implement *ST in 20021year if their financial reports touch on the new delisting rules. If 202 1 still touches the financial delisting and cancels the suspension of listing, the relevant companies will be forced to withdraw from the market in 2022. Therefore, this year is a year of concentrated financial delisting indicators under the new delisting rules.

According to Wind's statistics, excluding B-share companies and New Third Board companies, 27 A-share companies delisted this year and last year; If we consider the listed companies that have received the decision to terminate listing this year, it is estimated that the number of delisting companies will reach 60 since the implementation of the new rules of 202 1, which is basically equivalent to the sum of the number of A-share delisting companies in the ten years before the implementation of the new rules.

Judging from the data of A-share delisting in the past, from 200 1 to 20 18, there are about 6 companies delisted every year, with an average annual delisting rate of 0.36%, and mergers and acquisitions, stock exchanges, privatization and delisting account for a high proportion; Since 20 19, the delisting speed of A shares has obviously accelerated. From 20 19 to 202 1, the number of companies delisted was 10, 16 and 20 respectively, with year-on-year growth rates of 100%, 60% and 25% respectively, and financial indicators were delisted.

At the same time, the auditor's right to speak has been improved as never before, and the contradiction between listed companies and annual audit institutions has surfaced. According to the statistics of Securities Times reporters, among the listed companies that received the decision to terminate listing this year, more than half of them, such as delisting Zhongxin and delisting Xishui, were unable to express their opinions after the release of their 20021annual report.

*ST Tianshou publicly "bombarded" the audit institution in the report of the board of directors. *ST Tianshou newly established a subsidiary to carry out adhesive materials business after the introduction of the new delisting regulations. However, in the special audit opinion of income deduction, Da Lian Certified Public Accountants deducted this part of income on the grounds that it was difficult to form a stable business model. 202 1 annual income of the company is ultimately insufficient 1 100 million yuan. At the same time, it issued an audit report for the company that could not express opinions. As a result, *ST Tianshou touched the delisting situation in the two indicators of "net profit plus operating income" and "audit opinion type".

"The confirmation of income and the confirmation of non-standard opinions are the demands of the company, but they have not been recognized by the exchange hearing." The aforementioned *ST Tianshou Securities Department said.

Regarding the behavior that listed companies point their delisting at audit institutions, senior investment banker Wang told reporters: "Irregularity is only the result, not the cause. It is not a non-standard audit report produced for no reason, but the company's situation leads to non-standard results. Accounting firms are more cautious in issuing non-standard opinions that lead to delisting. "

In addition, the mentality of investors has also undergone subtle changes, and the speculation on delisted stocks in the past has converged. Although the stocks of companies that have been delisted for a long time, Changyou and Luodun have risen sharply recently, and some shareholders even increased their holdings through equity auction, overall statistics show that more than half of the listed companies that received the decision to terminate listing this year have reduced the number of shareholders in the latest period.

Private investors told reporters that it is inevitable for investors to speculate on delisting. On the other hand, the current delisting is more from the perspective of finance and auditing, and the legal aspect is not sufficient. After delisting, it is necessary to further implement the relevant accountability mechanism.

"Non-standard delisting" is moving towards normalization

According to the further statistics of the reporters of Securities Times E Company, among the "delisting orders" issued by Shanghai and Shenzhen Stock Exchanges this year, 27 reasons for delisting involve "non-standard" audit opinions. Among them, 10 *ST company, "audit opinion type" has become the only indicator to trigger its delisting.

Liu Zhigeng, a well-known financial and taxation expert and senior certified public accountant, told the reporter that after the new delisting rules, the number of "non-standard delisting" companies surged, which is an effective embodiment of the new delisting rules to further improve the marketization and normalization delisting mechanism, purify the ecology of the capital market, maintain the order of the securities market and protect the legitimate rights and interests of investors. It is also an effective embodiment for accounting firms to strengthen their risk awareness and strictly abide by the practice norms. It should be said that the "non-standard delisting" policy is a very important part of the marketization and normalization delisting mechanism.

In 10 A-share companies that simply touched on "non-standard delisting", various audit opinions on "non-standard delisting" were collected. Among them, 202 1 financial report has the largest number of companies that can't express their opinions, including *ST Zhongying, Lion Retreat, Cody Retreat, Danbang Retreat, *ST Contemporary, *ST Dragon, *ST Digital Knowledge, and delisting.

It is worth mentioning that Sanlaitui was issued with a negative opinion, and the 202 1 financial report was only "rejected" by an A-share company; In contrast, Xinguangtui is issued with reservations and will become the first A-share company to be delisted due to "reservations" under the new regulations.

Audit opinions are divided into five categories: standard unqualified opinions, unqualified opinions with event paragraphs, qualified opinions, opinions that cannot be expressed and negative opinions, which reflect the reliability of financial reports from high to low. The last four categories are all non-standard audit opinions, that is, "non-standard opinions".

However, according to the delisting rules, the "unqualified opinions with items" in the "non-standard opinions" do not touch delisting, and the "reserved opinions" are the watershed of delisting indicators. The main difference between the two is that the former only adds emphasis on the basis of unreserved opinions, but it does not change the nature of unreserved opinions, while the latter belongs to non-unreserved opinions.

Judging from the evolution of the "non-standard delisting" rule, before 20 12, the financial delisting of A shares mainly involved financial data indicators, regardless of the type of audit opinions.

20 12 "non-standard opinions" that cannot express opinions and negative opinions are included in the suspension index. If the financial report of the first year after the suspension of listing is issued with an audit report with reservations, inability to express opinions or negative opinions, it will be forced to withdraw from the market.

On 20 18, the first non-standard delisting A -* ST olefin carbon appeared, and the door of "non-standard delisting" really opened.

*ST olefin carbon has been negative for three consecutive years from 20 14 to 20 16, and its listing has been suspended since July 20 17. In April of 20 18, due to the "unable to express opinions" audit report on the financial report of 20 17, *ST olefin carbon was forced to withdraw from the market.

However, in the past practice of delisting, "non-standard delisting" required continuous observation for three fiscal years. After two consecutive years of losses or negative net assets and being warned of the risk of delisting, some companies achieve "report-based" profits in the next fiscal year through various "financial methods". Therefore, even if the annual audit institution cannot express its opinions due to the above situation, the company's shares can avoid delisting.

Until the end of 2020, the Shanghai and Shenzhen Stock Exchanges issued revised delisting regulations, which simplified the cross-application of financial delisting indicators such as delisting procedures and audit opinions, and greatly limited the operating time and operating space for listed companies to avoid delisting.

The revised financial delisting indicators include: net profit plus revenue, net assets, types of audit opinions and other comprehensive indicators. After a listed company is disclosed in the next annual report of delisting risk warning due to one of the above circumstances, if one of the above circumstances is touched, this Exchange will decide to terminate the listing of the company's shares. Specific to "non-standard delisting", if a listed company is given a warning of delisting risk, the financial report of the second year will be issued with a reserved opinion, a negative opinion or an audit report that cannot express an opinion, and it will be delisted.

Blocking and surprise shell protection

"In March, the head of Guangxin Finance was still increasing its holdings, which gave us great confidence. The change announcement on April 28th still says that there is no big difference between the actual situation and the performance forecast. On the evening of the 29 th, it was announced that it would withdraw from the market. How can we retail investors make sense? " An investor left a message on the interactive platform of Xinguangtui.

Guangxin retreat is a backdoor listing of Guangxin Yuancheng 20 16. Zhou Xiaoguang, one of the actual controllers of the company, was once called "the richest woman in Zhejiang".

In March of this year, Xinguang pushed the financial director of Haiyang to increase the company's shares again, and completed the increase plan launched in September last year. By March this year, Haiyang bought 3 1 10,000 shares, with an average increase of 4. 19 yuan/share.

Although the listed companies' net assets turned positive at the end of 20021through debt forgiveness and other measures, avoiding the delisting of financial indicators, Xinguang Push still failed to "land" smoothly. In 20021year, Xinguangtui realized an operating income of 65.438+75.6 million yuan and a net profit of 70.65438+0 billion yuan; The net assets at the end of the period were 65.438+92 billion yuan. However, Zhongxinghua Certified Public Accountants issued a "qualified opinion" for the company's 202 1 financial report, and Guangxin was delisted.

On June 1 day, Xinguang entered the delisting consolidation period. On the first trading day without price limit, Guangxin fell by 87.58%. The next day, the stock limit, the current price of 0.35 yuan/share, compared with the financial controller's shareholding cost has been floating loss of more than 90%.

Regarding the financial controller's increase in holdings, the reporter of Securities Times E Company recently called Xinguangtui, and the staff of the company's Secretary-General's Office said: "The company's net assets have indeed turned positive, and we don't know that external auditors will issue reservations. I didn't get it until the meeting on April 28, at least I personally don't know. "

"At present, all the efforts that the company should make have been done, and all the materials that should be given have been given." The person added.

In addition to Guangxin Retirement, Lion Retirement, *ST Zhongying and other companies that "protect their shells" by debt exemption, they also failed to avoid delisting.

At the beginning of this year, Mengshi retired and disclosed that at the end of last year 12 creditors exempted the company from 3.4 billion yuan of debt. The generous relief of creditors at a critical juncture enabled Lion to turn a profit from its net assets in 20021year, but the company's financial report was not recognized by the audit institution and was issued with "unable to express opinions".

Among them, debt forgiveness is a major reason why lions are "non-standard". China Audit Asia Pacific Certified Public Accountants said that it failed to obtain sufficient and appropriate audit evidence for creditors' debt exemption from Lionsgate Technology. Previously, the Shenzhen Stock Exchange had also launched a series of questions about whether the exemption agreement involved "drawer transactions", authenticity and commercial rationality.

*ST The road of contemporary fancy shell protection has also encountered the obstacle of "non-standard delisting".

Due to the negative net assets at the end of 2020, *ST Contemporary shares were put on stars and hats. Since then, *ST has tried many "self-help" operations, such as auction of bad film and television assets at 1 yuan, donation of relevant shares, and donation of assets by actual controllers. Among them, in February, 2002 1,1,*ST, the enterprise of Wang Lingling, the contemporary real controller, donated assets to listed companies, which will increase the company's capital reserve by 32 1 10,000 yuan. Thanks to this donation, the net assets of *ST Contemporary 202 1 turned positive at the end of the year.

Although the actual controller's sudden donation of assets made the company's financial data indicators compliant, the *ST Contemporary 202 1 financial report was still issued with an audit report of "unable to express opinions". In fact, based on the inability to express opinions, audit institutions still believe that there are significant uncertainties in the company's ability to continue to operate.

Regarding the phenomenon of "non-standard delisting", Liu Zhigeng also said that the surprise shell protection is a short-term behavior, that is, although the relevant financial indicators seem to be compliant, they are not sustainable and stable.

"If it really belongs to the assault bomb, then resolutely withdraw from the market and plug the loopholes in the assault bomb. However, if it belongs to non-surprise shell-protecting, all financial indicators are true. Can we add a sustainable evaluation to the improvement of its financial status and operating conditions (of course, the regulatory authorities need to issue evaluation standards) to distinguish whether it belongs to surprise shell-protecting? It is suggested to give another transition period, such as extending the delisting risk warning for one year, which can not only restore the confidence of listed companies and shareholders, stabilize the market, but also play a certain role in the future irregular surprise shell-protecting behavior. Liu Zhigeng said.

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