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Abstract
On June 1st, 2016, Xintai Electric Co., Ltd. released an announcement that China
Securities Regulatory Commission (CSCR) had finished its investigation for the
company’s suspicion of fraudulent issuing and illegal information disclosure,
according to the administrative penalty and market access prohibition notification
from CSCR. Xintai became the first company to be delisted due to fraudulent issuing,
which drew concerns from numerous investors and regulators. August 25th, 2017 was
the last day Xintai occupied an A-share market. From listing to delisting, going
through three and a half years, Xintai left the market with a serious warning that the
first company to be forcibly delisted in growth enterprise market for fraudulent initial
public offering (IPO) will never appear on the market again. The present article
conducts research into the internal control structure of listed company, in view of
Xintai’s financial fraud case. After reviewing the case and analyzing Xintai’s current
inner control situation, the paper tries to figure out deep links between financial fraud
and internal control, and then put forward some measures to improve internal control,
from the perspectives of COSO risk management framework and corporate
governance. Keywords Internal Control, Xintai Electric Co., Ltd., Financial Fraud
Among listed company in the same industry, TBEA Shenyang Transformer Company
in China was most similar to Xintai in terms of business model. Nevertheless, there
was significant difference between the two companies, coming to the following two
indicators, receivable accounts turnover rate and total asset turnover rate.
Table 2 shows that Xintai’s receivable accounts turnover rate was 0.84 in 2015 while
the rate of TBEA was 4.47; Xintai’s total asset turnover rate was 0.004 in 2015 while
the rate of TBEA was 0.03. Through studying Table 2, it’s worth mentioning that
Xintai’s receivable accounts turnover rate ranked behind the whole industry at a
considerably low level. Such extreme variation shouldn’t have been discovered in these
indexes, after all, the two companies had much in common as for business mode and
main product. Thus Xintai’s low receivable accounts turnover rate indicated this listed
company may inflate receivable accounts to exaggerate revenues thereby manipulating
profits. Great difference came into being when people manipulated data like main
business income, net margin or receivable accounts, which turned into Xintai’s chief
measures for financial fraud. Table 3 verified the true value of profits. Through data
analysis it can be seen that relations between cash flow generated from operations and
net profits fluctuated seriously. The cash flow accounted for 340%, −344% and 65% of
net profits apart during these three years. It’s large fluctuation range of cash flow in
net profits which manifested high possibility of profit fraud. On August 28th, the
company listing Shenzhen GEM on January 27th, 2014 was forced to delist, paying a
heavy price for financial fraud during IPO. So far, Xintai walked through the path of
capital market after listing ChiNext for less than four years. It turned out to be the
first company delisting from GEM, simultaneously the first to leave delist just because
of fraudulent issuing stocks. Xintai’s brief history gave a profound lesson that the first
company to be forcibly delisted in growth enterprise market for deceitful initial public
offering will never appear on the market again.
5. Conclusions
The study on internal control of listed company is based on Xintai Electric in China
financial fraud case. On the basis of internal control theory and analysis of its
financial fraud case, this article comes up with the improvement measures of internal
control from perspective of the COSO risk management framework and corporate
governance. There is a close link between financial fraud and imperfect internal
control and corporate governance. The internal control is a fire wall against business
risk and financial fraud. Any weaknesses in the internal control may lead to internal
control failure and even business failure [11]. Besides the corresponding internal
control regulations issued by the government, the corporation should design the
reasonable and effective internal control to identify and prevent risks and guarantee
its healthy and steady development in the increasingly fierce market competition and
changeful environment.
Discussion
In the 20 years since the establishment of China’s securities market, financial fraud of
listed companies to deceive investors and regulators often occurs. In 2001, Guangxia
(Yinchuan) Industry Co. revealed an increase of 178 million Yuan in profits by
financial fraud in 1999 and an increase of 567 million Yuan in profits by the same
way. In 2006, Guangdong Kelon Electrical Holdings Co. revealed an increase of 1200
million Yuan in operating income and an increase of 120 million Yuan in profits by
falsification of accounting surpluses. In 2013, Wanfu Biotechnology (Hunan)
Agricultural Development Co. revealed an increase in profits from 2008 to 2012 by
falsification of accounting surpluses. As we all know, financial fraud can not only
cause financial information distortion of listed companies which may lead investors to
make bad judgments and decisions based on false information, so that investors will
take losses in investments, but also let bad money drive out good money, which may
lead to reverse market resources allocation. Meanwhile, it will cause serious economic
and legal consequences for related agencies. Therefore, it’s important and necessary to
do deep analysis on the major inducements and methods of financial cheating of listed
companies so that we can find out some preventive means to reduce the occurrence of
financial fraud to prevent the investors from unnecessary losing.
Dandong Xintai Electric Co., Ltd. is a holding subsidiary of Liaoning Xintai Co., Ltd.
The company is specialized in energy-saving power transmission and transformation
equipment and reactive power compensation equipment and other grid performance
optimization equipment manufacturing, providing safe, efficient, energy-saving,
environmentally friendly power equipment and technical solutions for power grid
transmission, distribution, and power systems. service provider.
Dandong Xintai Electric Co became the first listed firm in the Chinese mainland to be
delisted from the exchange for IPO fraud since the securities regulator unveiled
stricter delisting rules in 2014 in an effort to restore investors' confidence and
eliminate errant companies. The irregularities of the company mainly include illegal
adjustments of accounts receivable and illegal write-down of material costs to inflate
profits.
In this case of the financial fraud of Dandong Xintai Electric Co. although the
company management team and related intermediaries were punished by CSRC, it
cannot recoup the investors’ losses. These events let us figure out that investing is
risky and we should be cautious to make invest decision. And it also means that
actions including perfecting the relevant laws, enhancing law enforcement efforts,
strengthening independence of the related intermediaries and strengthening the
occupational ethics of the jobholders, are required to make company management
team provide real and reliable information about the company, and to make the other
related intermediaries such as accounting firms, security firms and law firms do their
work dutifully and discreetly.
The first step need to take is standardizing the compensation mechanism for
investors. In China, because of the securities market “caveat emptor” principle,
investors cannot get compensation no matter how much they lost. It is unreasonable
for investors to bear the loss caused by institutional defects or ethical issues. The
second step need to take is enhancing supervision. Regulators must strengthen its
supervision of listed companies in various ways, develop a comprehensive monitoring
system to monitor the behavior of managers strictly, improve transparency in
information disclosure of listed companies to make listed companies achieve reliable
public disclosure of financial information and strive to clear the vacuum of regulatory.
The third step need to take is improving the system and relevant laws and regulations
about information disclosure. It is necessary to track and verify the announcement
and disclosure of information of listed companies timely. Therefore, a dynamic
information disclosure supervision mechanism is needed to determine truthfulness of
accounting information and protect investors against interference and false
information.
It is also needed to emphasize the civil liability that listed companies with financial
fraud should bear and Increase the intensity and the scope of compensation to
investors. The second step need to take is perfecting the delisting system. In the
foreign mature financial market such as USA, Japan and Europe, delisting companies
accounted for larger numbers of total listed company. On the one hand, for various
reasons, China’s securities market has been unable to achieve smooth delisting
mechanism which makes a large number of poor companies on the stock market.
Therefore, lack of perfect delisting system seriously hampers the stock market to play
a role in optimizing the allocation of resources which is not good for the development
of the capital market. On the other hand, the current listing system makes listed
company become scarce and a devastating. It means that when a company is going to
delist, there will be a big amount of companies that would like to carry out
reorganization of assets with it to achieve the objectives of listing through buying a
shell which is a practice quite popular several years ago in Chinese Mainland. As
shown above, it is necessary to standardize delisting mechanism. For example, the
quantity standards in the current delisting system are too simple that make the
system cannot restrict listed company effectively. Based on this, China should learn
from foreign experience in the stock market such as developing the quantity standards
to manage the dividend distribution, the number of non-institutional shareholders and
the amount of net assets to objectively reflect the real business and financial
conditions of listed companies.
Accounting firms play an irreplaceable role in detects and deters financial fraud of
listed companies. However, intermediary services are purchased by the listed
companies; it is difficult to ensure the independence during the intermediary services.
Intermediaries are more likely to join in their evildoings due to the interests. It’s
necessary to change the current cooperation mode built by the listed company and the
intermediaries. In the case of the financial fraud of Dandong Xintai Electric Co., the
related intermediaries were all punished by CSRC because of failure to implement its
faithfulness and obligations. The verification of intermediaries necessary before
offerings, every company which want to be a listed company should accept the audit
from CPA first. CPA has the fullest possible access to first-hand information of listed
companies which make them most likely to find out the financial problem of the
company. Thus, accounting firms play an irreplaceable role in detects and deters
financial fraud of listed companies. Strengthening the independence of related
intermediaries and forming strong regulatory mechanisms have a positive sense to
protect against financial fraud of listed companies.
Most businesses having a CEO and board of directors that operate under the
conviction that their purpose is to maximize profits for the shareholders. They are
trusted to make decisions that will grow the company and increase profits, without
failing to conduct due diligence. Without earning profits, a company will not be
successful in the long run and likely will not survive long enough to pursue
stakeholder interests.
Sometimes the word “success” is inclined with another word which is “money”. Some
people define being successful if you are one of the wealthiest man in the world. In my
opinion, money is good, as to extent that your dignity as a human will not be
compromised.