Listed companies violate regulations to guarantee harm how to avoid “black box operation” is the focus of supervision

2022-06-04 0 By

Tiger year opening day, because the holding subsidiary violated the rules of guarantee, super communication suddenly “wear a hat”.Subsequently, its securities referred to change as “ST super news”, causing an uproar in the market.New Wave energy also said on February 8 that it was in violation of the guarantee and could not solve the problem or be “capped” within a month.ST jie, *ST Deao two companies are also involved, and have recently issued delisting risk tips.Illegal guarantee concerns the vital interests of investors, which is destined to become the focus of the market and attract extensive discussion in the industry.In recent years, illegal guarantee has become one of the most important “culprits” for companies to wear hats.”Securities Daily” reporters comprehensive data and related announcements combing, since 2021, as of February 16, 2022, 24 ST companies were first implemented “other risk warning”, 10 were all or part of the illegal guarantee was “wearing caps”, accounting for 42%.In terms of types, listed companies mainly provide illegal guarantee for controlling shareholders and related parties, and there are also illegal guarantee phenomena with subsidiaries as the main body.Gao Peijie, a lawyer from Beijing Jingshi Law Firm, said that there are two main reasons why illegal guarantees are more common among controlling shareholders and related parties. On the one hand, controlling shareholders or actual controllers of listed companies have the appearance of rights, which makes creditors have trust interests in the authenticity of guarantees.On the other hand, most of the controlling shareholders or actual controllers of listed companies are legal representatives or members of the board of directors, which is convenient for embezzling company seals and signing guarantee agreements.”In recent years, in many cases, illegal guarantees have gradually developed into a means for major shareholders and related parties to hollow out listed companies.Listed companies are driven by vested interests, and related parties indirectly occupy listed company funds through listed company guarantees.”Huaxin Securities chief strategy analyst Yan Kevin told the Securities Daily reporter.In the above 10 ST companies, individual companies in the statement of controlling shareholders and related parties of capital occupation, illegal guarantee reasons, highlighting the external situation is not good, to describe the controlling shareholders business difficulties, financing difficulties, forced to take risks, implying “extenuating” meaning.For example, some companies said that in 2019, due to the increasing downward pressure of the global economy and the continuous strengthening of the domestic deleveraging policy, the controlling shareholders and their related parties appeared liquidity crisis, thus the non-operational use of company funds for the repayment of their financing loans and interest, working capital turnover, etc.Another company in supervision function, in recent years, in the “to leverage, to liabilities” financial market conditions, the controlling shareholder encountered unprecedented financing problems, bank loan scale compression, stock loan-to-value ratio is too high, reimbursement pressure, the short-term turnover is difficult, to avoid systemic risk spread to the listed company,Forced to appear emergency short – term illegal occupation.However, industry experts say the argument that financing is difficult clearly does not hold water.”Business difficulties cannot be an excuse for the perpetrator to break the law.As listed companies’ external guarantee behavior is likely to cause significant losses to the company and damage the interests of shareholders, both laws and regulations and listing rules have carried out comprehensive and detailed regulations on this.”Shanghai University of Finance and Economics law School associate professor Fan Jian told securities Daily.”Black box” operation harm experts suggest maintaining high pressure supervision posture and financial fraud, capital occupation and other violations of the law compared to guarantee more concealed.At the same time, it often uses forms such as “drawer agreements” to hollow out listed companies without going through the usual decision-making process.”The core reason for the repeated occurrence of illegal guarantees is that they are highly concealed.”Fortune securities chief economist and director of the institute of sichuan fog on the “securities daily” reporters that Chen distinctive characteristics of this behavior is trying to be knowing violations, “insider” influence, to bypass the company normal procedure after the implementation of the listed company information disclosure department citing knowledge will not be disclosed, so that guarantee very concealment.In addition, the illegal guarantee for commercial bank loans is now shifting to non-bank institutions such as small loan companies, and the guarantee subject is also descending from listed companies to their holding subsidiaries, which makes the concealment of illegal guarantee more prominent.Market personage says, when the high concealment of illegal guarantee is uncovered, the impact on the listed company is huge, reflected in the secondary market is the share price falls.In the past, funds will vote with their feet, even if the guarantee responsibility is removed in a timely manner, as long as violations of the guarantee are confirmed.Aforementioned 10 ST companies, there are 3 implementation of the “other risk warning” said that “has solved” the illegal guarantee problem, but still escape the stock price daily limit of the “magic spell”.Investigate its reason, basically depend on violate rules to guarantee to market each party harm bigger.Mr Chen said that listed companies acting as guarantors of illegal guarantees could be liable if the debtor failed to repay in time, and their main accounts would often be sealed or frozen.In the joint and several liability guarantee, the creditor can directly request the listed company to perform its obligations without the debtor.At this point, the illegal guarantee information was forced to disclose, but the damage to the rights and interests of listed companies and the majority of small and medium shareholders has been formed, even if listed companies try their best to recover, the result is hard to predict.Yan Kaiwen said that listed companies’ illegal guarantee behavior brings risks to the company’s daily production and operation, and will damage the corporate governance structure and the credibility of capital market information disclosure.In addition, the stock price volatility in the secondary market caused by illegal guarantee also seriously damages the interests of small and medium investors.As for how to prevent the occurrence of illegal guarantee and avoid “dark box operation”, Chen Li said that the regulatory authorities need to maintain a high pressure situation on illegal guarantee, urge listed companies to strengthen the disclosure of guarantee information, fully reveal the reasons for external guarantee and the investment of guaranteed debt funds.In the process of supervision, it is necessary to pay close attention to the “clues” of relevant violations, discover problems in a timely manner, and intensify the investigation.Fan Jian believes that listed companies should strictly abide by laws and regulations, establish an effective internal control mechanism, ensure the legal compliance of guarantees, strengthen the management of holding subsidiaries, and seek compensation from those responsible for losses caused by illegal guarantees.