In order to strengthen the accounting supervision of the capital occupation and illegal guarantee behavior (hereinafter referred to as capital occupation) of the controlling shareholders of listed companies and their related parties, standardize the relevant internal control of listed companies, urge accounting firms to practice diligently, prevent and resolve financial risks, improve the quality of accounting information disclosure in the capital market, and protect the legitimate rights and interests of investors, According to Accounting Standards for Business Enterprises, Basic Standards for Internal Control of Enterprises in China, Administrative Measures for Information Disclosure of Listed Companies, Governance Standards for Listed Companies, Notice on Regulating Capital Exchange between Listed Companies and Related Parties and External Guarantee of Listed Companies, Professional Standards for Certified Public Accountants, etc., some suggestions are given on the accounting supervision risks of controlling shareholders of listed companies and their auditing business.

Main forms of capital occupation

There are various forms of capital occupation by controlling shareholders. By summarizing the existing regulatory cases, it can be divided into the following two modes:

(1) equilibrium mode

Balanced mode refers to that listed companies fabricate the balance of monetary funds in financial statements to conceal the situation that controlling shareholders and their related parties occupy funds, or do not disclose the restricted situation of monetary funds to conceal the illegal guarantee, which directly affects the judgment of users of financial statements on the authenticity and liquidity of monetary funds. Mainly includes:

1, using false documents and vouchers (such as false bank statements, bank receipts, accounting vouchers, etc. ) directly inflated the monetary funds of relevant accounts;

2. Open bank accounts such as time deposits and deposits, and fabricate monetary fund transfer between the company's normal account and these time deposits and deposits through false documents and vouchers to cover up the misappropriation of funds;

3. The controlling shareholder collects and misappropriates the monetary funds of the listed company by signing a group fund management agreement with financial institutions and arranging fund pools, but the monetary funds of the listed company are shown as "accrued balance" before being occupied;

4. Failing to perform the prescribed examination and approval procedures, providing pledge guarantee for the financing activities (such as borrowing money and opening bank acceptance bills) of the controlling shareholder with monetary funds such as time deposits or financial assets such as wealth management products, and failing to disclose the restrictions on monetary funds or related financial assets.

In addition, listed companies provide credit guarantee for the financing behavior of controlling shareholders, but they fail to perform the examination and approval procedures and conceal disclosure, which also directly affects the judgment of users of financial statements on the company's solvency and operating ability.

(B) the amount of the model

The amount model refers to the company established by the controlling shareholder and its related parties directly or indirectly (such as related parties, third parties, employees, etc.). ) The funds of listed companies are occupied by borrowing funds, buying and selling business without commercial substance or bill exchange, foreign investment, payment of project funds, etc. Capital occupation is reflected in current accounts, bills receivable and payable, long-term equity investment, projects under construction, long-term and short-term loans and other items in the financial statements of listed companies, and there is usually no direct falsehood in monetary capital items. Mainly includes:

1. Lend funds directly or indirectly to the controlling shareholder;

2. Making use of the purchase and sale business with no commercial substance to directly or indirectly pay the payment to the controlling shareholder, or open a bill of exchange for discount and endorsement;

3. Accounts receivable are collected and occupied by the controlling shareholder when returned, or funds are provided to the controlling shareholder through accounts receivable factoring, or listed company customers provide financial support to the controlling shareholder in the form of accounts receivable;

4. Covering up the capital occupation of the controlling shareholder by bill transaction or fictitious bill endorsement;

5. Advance and bear various expenses or repay debts on behalf of the controlling shareholder;

6. Investing in financial products such as trust products, private investment funds and asset management plans, but the actual investment funds are occupied by the controlling shareholders;

7. Transfer funds by investing in the entities actually controlled by the controlling shareholders, such as investing in multi-level limited partnerships; Provide a large number of creditor's rights investment while investing in equity; Paying long-term investment advance payment, intention payment and deposit, but failing to fulfill the follow-up investment procedures;

8. Providing funds directly or indirectly to the controlling shareholder through related financial institutions such as finance companies, microfinance companies and commercial factoring companies or similar financial institutions in violation of regulations;

9. Providing funds to the controlling shareholder through payment of project funds, fictitious projects under construction and other projects;

10. The controlling shareholder borrows money from overseas in the name of the listed company;

1 1. Using other special business models, for example, the listed company entrusts the purchased or leased precious metals such as gold to the controlling shareholder for processing or leasing, and the controlling shareholder occupies capital after realizing it.

The formation background of capital occupation and the focus of accounting supervision

(A) the formation background and reasons

The fundamental reason for the formation of capital occupation is the imperfect internal governance and internal control of listed companies, the lack of effective supervision over the control right of controlling shareholders, and even the controlling shareholders are above the internal control. In addition, some directors, supervisors and senior managers have outstanding moral hazard, lack independence, fail to perform their duties, and condone the controlling shareholders to occupy funds. Specifically, the listed company's control over monetary funds (especially online banking) is invalid, the company's official seal is controlled by the controlling shareholder, the payment of large funds, major investments and external guarantees are not approved and controlled according to the prescribed procedures, the approval procedures for related party transactions are improper, and the company's internal control is a mere formality.

At the same time, China's current economic development is facing new risk challenges, such as the transformation of old and new kinetic energy, the downward pressure on the domestic economy, the change of financing environment, the urgent financing needs of some listed companies, and the outstanding risk of equity pledge, which has aggravated the risk of capital occupation. In addition, the overall credit level of society needs to be improved. Individual customers, suppliers and financial institutions of listed companies seek personal gain and cooperate with controlling shareholders of listed companies to occupy funds.

(B) Accounting supervision issues

A listed company shall, in accordance with the Company Law, Securities Law, Basic Standards for Internal Control of Enterprises, Guidelines for Corporate Governance of Listed Companies, Guidelines for Articles of Association of Listed Companies and other relevant regulatory requirements, establish and improve corporate governance and internal control mechanisms, cooperate with the audit work of certified public accountants, ensure the truthfulness, accuracy and completeness of financial reports and related information, and enhance the overall quality and investment value of listed companies. In view of the occupation of funds, in accounting supervision, we should pay attention to the following aspects of corporate governance and internal control of listed companies:

1, effective governance. Focus on the rationality of corporate governance and internal control organizational structure design and the effectiveness of actual operation, especially whether the duties of independent directors, audit committees and supervisors are effectively performed, whether major decisions are implemented in accordance with the prescribed authority and procedures, whether the controlling shareholder is above internal control, whether the use of official seals is approved according to regulations, and whether the internal supervision of the company is effective.

2. Independent management. Focus on whether listed companies and controlling shareholders have realized the separation of people, assets and finance, and the independence of institutions and businesses; Whether the controlling shareholder interferes with the specific operation of the listed company in violation of regulations, which affects the independence of its operation and management, and whether it interferes with the financial and accounting activities of the listed company; Whether the senior management personnel of the listed company hold other management positions other than directors and supervisors among the controlling shareholders; Whether the directors, supervisors and senior managers of listed companies are assessed by the controlling shareholders and paid by them.

3. Fund and financing management. Focus on the supervision of the approval and use of funds, especially the approval and use of large funds and raised funds, the use of online banking, the transaction involving personal bank accounts, the approval and management of the opening and cancellation of bank accounts, and the capital circulation and centralized management related to financial companies. When a listed company borrows money from abroad, it should pay attention to the corresponding examination and approval procedures, loan contract arrangements, whether the funds are in place and the return situation.

4. Guarantee business. Focus on checking whether the guarantee business is approved according to regulations, and whether the pledge guarantee and credit guarantee information are true, accurate, complete and timely disclosed.

5. Related party transactions. Focus on the authorization and decision-making approval procedures of related party transactions, the identification, information acquisition and subsequent maintenance management mechanism of related parties, the actual performance of related party transactions, and the truthfulness, accuracy, completeness and timeliness of related party and related party transaction information disclosure.

6. Procurement and payment management. Focus on the examination and approval procedures for bulk purchase and supplier selection, the control of payment amount, schedule and payment beyond the contract or not in line with industry practice, whether the goods are delivered on time and the management of their quantity, status and accounts, the judgment of commercial substance of the purchase contract and the examination and approval of the contract.

7. Sales and collection management. We should pay attention to the examination and approval procedures for large-value sales and customer selection, the follow-up management and supervision of accounts receivable, the collection of accounts receivable, factoring and so on. In particular, whether to designate the receiving bank account and handling personnel, whether to regularly reconcile the accounts receivable to confirm the balance, whether to issue the inventory on time and confirm its receipt, and whether to judge the commercial essence of the sales contract and approve the contract.

8. Bill management. Focus on whether the transaction related to bills has commercial substance, the examination and approval procedures for bill opening, the authenticity of bills, the completeness of bill confirmation in financial statements and the accuracy of relevant information disclosure.

9. Investment management. Focus on the decision-making and approval procedures of large-scale investment, post-investment control of the invested enterprise, whether there is other financial support while making equity investment, and the penetration of various financial products.

10, project management. Attention should be paid to the examination and approval procedures for project establishment and selection of construction parties, the estimation and control of project progress, the actual progress of construction and the actual input of related materials, materials and labor.

I hope the above content can help you. If in doubt, please consult a professional lawyer.

Legal basis:

Article 272 of the Criminal Law

Employees of companies, enterprises or other units who, taking advantage of their positions, misappropriate the funds of their own units for personal use or lend them to others, and the amount is relatively large, which has not been paid back for more than three months, or, although it has not been more than three months, the amount is relatively large, and they engage in profit-making activities or engage in illegal activities, shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention; Whoever misappropriates the funds of his own unit in a huge amount, or fails to return the funds in a large amount, shall be sentenced to fixed-term imprisonment of not less than three years but not more than ten years.