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Which state-owned enterprises failed in internal control?

In recent years, major crises of domestic enterprises have occurred one after another. On the whole, there are three major risks: first, diversified investment, second, speculation in financial instruments, and third, production safety accidents.

apart from production safety accidents, the first two types of risks have two obvious characteristics: first, the occurrence of risks will cause huge losses to enterprises, which will easily make enterprises "hurt their muscles and bones"; Second, similar accidents occur from time to time in large state-owned enterprises.

in view of this, we call these two types of risks typical high-risk businesses of large state-owned enterprises.

let's make an in-depth analysis of these two major risks through cases.

1. Diversified investment

(1) The financial crisis of Sanjiu Group

Since 1992, Sanjiu Enterprise Group has formed a pattern of medicine, automobile, food, wine, restaurant, agriculture, real estate and other major industries simultaneously through the acquisition and merger of enterprises in just a few years.

However, on April 14th, 24, Sanjiu Pharmaceutical (999) issued an announcement: due to the demand of ICBC to repay the loan of 374 million yuan in advance, some shares of the company held by Sanjiu Pharmaceutical and Sanjiu Group (Sanjiu Pharmaceutical is a wholly-owned company of Sanjiu Group) have been frozen by the judicial authorities.

At this point, the financial crisis of the whole Sanjiu Group broke out in an all-round way.

Before the crisis broke out, there were about 4 companies in Sanjiu Enterprise Group, which implemented a five-level company management system, and its financial management below the third level was seriously out of control; The loan of Shenzhen local creditor bank of Sanjiu Branch has increased from 9.8 billion to 1.7 billion, while the loans and loan guarantees of subsidiaries and holding companies of Sanjiu Branch all over the country are between 6 billion and 7 billion. Together, the balance of loans and loan guarantees of the whole Sanjiu Branch is about 18 billion yuan.

Zhao Xinxian, president of Sanjiu Group, once said after the debt crisis, "You (banks) all gave me money, which made my mind hot and I blindly went to the project."

Brief case comment: The financial crisis of Sanjiu Group can be summarized into several main reasons: (1) The financial management of the Group is out of control; (2) Strategic mistakes in the expansion of diversified investment (non-main business/non-related investment); (3) Excessive liabilities caused by over-investment of the Group.

In addition, judging from the development environment of China's state-owned listed companies, China's financial system has contributed to the blind investment and rapid expansion of state-owned listed companies.

(2) Credit Crisis of Huayuan Group

Huayuan Group was established in 1992. Under the leadership of President Zhou Yucheng, the total assets of Huayuan Group soared to 56.7 billion yuan in 13 years, and its assets increased by 44 times, with 8 listed companies. The group's business jumped out of the textile industry and expanded into new fields such as agricultural machinery and medicine, becoming a veritable "state-owned enterprise department".

Since the 21st century, Huayuan has become the largest pharmaceutical group in China with its "big life industry".

However, in mid-September 25, a loan of RMB 18 million from Shanghai Bank to Huayuan expired. This loan was made by Huayuan for the acquisition of Shanghai Pharmaceutical Group. Due to the inspection of the Ministry of Finance at the beginning of the year and the overall tightening of bank credit, Shanghai Bank, one of the largest lenders in Huayuan, was worried that Huayuan could not repay the loan, so it stepped up its collection of loans. This led to the credit crisis of Huayuan Group.

The State-owned Assets Supervision and Administration Commission appointed Deloitte & Touche Certified Public Accountants to make assets verification for Huayuan Group. The liquidation report shows that as of September 2, 25, Huayuan Group's consolidated financial statements had net assets of 2.5 billion yuan and bank liabilities as high as 25.114 billion yuan (including 2.986 billion yuan for its subsidiaries and 4.128 billion yuan for its parent company).

on the other hand, the total accounts receivable, other accounts receivable and prepayments of its eight listed companies are as high as 7.336 billion yuan, that is, the net assets of these listed companies have almost been hollowed out.

According to the 25 accounting information quality inspection bulletin of the Ministry of Finance, China Huayuan Group's financial management is chaotic, and its internal control is weak. In order to achieve the purpose of financing and completion of assessment indicators, some subsidiaries deliberately falsify accounting by means of a large number of means, such as falsifying income, underestimating expenses, and huge losses on non-performing assets, resulting in false statements and serious distortion of accounting information.

Brief comment on the case: Huayuan Group has been highly dependent on bank loans for 13 years, and has been "M&A-restructuring-listing-integration" in its increasingly unfamiliar industrial fields. In fact, there are mergers and acquisitions without restructuring and listing without integration.

Huayuan Group has long supported its rapid expansion with short-term loans and long-term investment, which eventually led to the break of the entire group's capital chain.

The core reasons of the incident of Huayuan Group are: (1) excessive investment leads to excessive debt, and the investment project has low yield and high debt ratio, which shows that Huayuan Group made mistakes in strategic decision-making; (2) There is no reorganization in M&A and no integration in listing, which indicates that Huayuan Group's investment management control is invalid; (3) The financial fraud of the subsidiaries of Huayuan Group due to the pressure of financing and performance should be driven by the management.

(3) Occupying of funds by major shareholders of Aucma

On April 14th, 26, G Aucma (6336.SH) issued a major announcement: the company received the Decision of Qingdao Aucma Group on Disposal of Funds Occupying by Listed Companies from the State-owned Assets Supervision and Administration Commission of Qingdao People * * *, and Qingdao People * * will take measures to resolve the difficulties faced by Aucma Group.

At this point, the Aucma crisis became public.

The most direct trigger of Aucma crisis is that the parent company Aucma Group misappropriates 1.947 billion yuan from listed companies.

Aucma Group took advantage of the majority shareholder and occupied the funds of listed subsidiaries for unrelated diversified investments (including household appliances, lithium batteries, electric bicycles, marine life, real estate, financial investments, etc.), and the investment decision mistakes caused huge losses.

Many factors, such as broken capital chain, huge debts, high-level changes, investment mistakes, diversification dilemma and so on, make Aucma's situation extremely critical.

The crux of Aucma is not only the capital problem under diversified investment, but also its own management mode, which is Lu Qunsheng's paternalistic management mode for nearly 17 years.

Lu Qunsheng succeeded in starting a business in a specific environment, but he lacked due risk awareness in the expansion. The phenomenon of Aucma's inbreeding appointment of leaders is that enterprises lack due sensitivity to the market.

brief case comment: expansion is the goal pursued by almost every enterprise.

The three home appliance groups (all listed companies) in Qingdao have different choices: Haier's expansion is based on brand strategy; Hisense's expansion is based on technological breakthrough; However, Aucma's expansion has chosen an unrelated and diversified road.

"Divergent diversified expansion not only failed to make Aucma strong, but also made it fragmented".

Aucma Group occupies a large amount of funds of listed companies for its unrelated diversified investments; Then, frequent investment failures and mismanagement caused the capital chain to break, and also passed on the group risks to listed companies.

It should be said that the root cause of Aucma crisis is the comprehensive factors of management's investment decision-making, inadequate investment supervision and insufficient management ability.

(4) induction and analysis of the above three cases

The above cases can be summarized as follows: The major risk of capital chain break caused by diversified investment is mainly due to decision-making mistakes, non-main business/irrelevant investment, rapid expansion and excessive debt.

the above three large state-owned enterprises all achieved rapid expansion through diversified investment, and they were highly dependent on loans to support their rapid expansion, which eventually triggered the whole group crisis.

it should be said that this kind of operation mode and its risk occurrence cases are not uncommon both at home and abroad: for example, the YOHAN bankruptcy case in Japan in 1997 (the largest enterprise bankruptcy case in Japan after the war); Another example is the collapse of the Delong system in China in 24.

diversified investment of enterprises, including non-main investment and irrelevant investment, is entering a new industry field, and enterprises often have vague understanding of it, which is easy to cause decision-making mistakes; In addition, a high dependence on borrowing and investment is a major incentive for the occurrence of risks.

that is to say, diversified investment is accompanied by great business risks and financial risks, so the probability and loss will be great.

Especially in China, the connivance of the financial system to large state-owned enterprises and the poor supervision of the capital market have increased the probability of such risks.

In addition, many diversified investment risks are attributed to decision-making mistakes, especially when the top managers of enterprises have strong individual leadership, they are particularly vulnerable to the influence of individual leadership authority, which makes individual decision-making replace or override collective decision-making, resulting in "success is Xiao He, failure is Xiao He".

2. Speculation on financial instruments

(1) Speculation on financial derivatives of CAO

China Aviation Oil (Singapore) Co., Ltd. (hereinafter referred to as CAO) is an overseas holding company of China Aviation Oil Group; It is a listed company on the main board of Singapore Exchange.

in 24, CAO suffered a loss of $554 million due to oil derivatives trading; Forced to apply to the Singapore High Court for debt restructuring on November 3, 24.

Previously, CAO was rated as the most transparent listed company in Singapore in 24; CAO set up a Risk Committee, and also hired Ernst & Young to compile the Company's Risk Management Manual and Financial Management Manual. The risk management manual clearly stipulates that losses exceeding $5 million must be reported to the board of directors.

with the approval of relevant state departments, CAO has been engaged in oil hedging business since 23.

however, Chen Jiulin, the president, expanded his business scope without authorization and engaged in options trading of petroleum derivatives; It has not been reported to China Aviation Oil Group, and China Aviation Oil Group has not found it.

Chen Jiulin has always been independent of the leadership of the team of China Aviation Oil Group. The financial manager sent by the group company was changed twice, but the group company has no binding measures.

Chen Jiulin signed contracts with Mitsui Bank, Societe Generale, Barclays Bank, Development Bank of Singapore and Macquarie Bank of Singapore outside the futures exchange.

Chen Jiulin bought a "put" option with a bet of $38 per barrel; But I didn't expect the international oil price to climb all the way.

CAO's trading in oil options has grown from the initial 2 million barrels to 52 million barrels at the time of the accident, resulting in a total of about 554 million US dollars in actual losses and potential losses on the books of CAO during liquidation.

on June 3rd, 25, PricewaterhouseCoopers released the final investigation report on the huge losses of CAO.

The report believes that the following factors alone or together caused the company to suffer losses in option speculation: (1) It was later proved that the oil price trend was misjudged from the third quarter of 23; (2) Don't want to disclose the loss in 24; (3) The option position is not valued according to the industry standard; (4) The value of the option portfolio is not correctly recorded in the company's financial statements; (5) Lack of proper and strict risk management regulations for option trading; (6) The management of the company intentionally violates the risk management regulations that should have been observed; (7) The whole board of directors, especially the audit committee, failed to fully perform their respective duties on the risk management and control of the company's speculative derivatives trading.

Brief case comment: China's * * * explicitly prohibits CAO from engaging in over-the-counter oil option speculation.

The Notice of the State Council on Further Rectifying and Standardizing the Futures Market issued by the State Council in August, 1998 clearly stipulates: "Enterprises that have obtained the overseas futures business license are only allowed to hedge in the overseas futures market and are not allowed to speculate." In June, 1999, Article 4 of the Provisional Regulations on the Administration of Futures Trading issued by the State Council Order stipulated: "Futures trading must be conducted in futures exchanges.

OTC futures trading without going through the futures exchange is prohibited. " Article 48 stipulates: "State-owned enterprises engaged in futures trading are limited to hedging business, and the total amount of futures trading should be commensurate with the total amount of spot trading in the same period." In October 21, the CSRC issued the Guiding Opinions on the Management System of Overseas Futures Hedging Business of State-owned Enterprises. Article 2 stipulates: "Enterprises that have obtained overseas futures business licenses can only engage in hedging transactions in overseas futures markets, and may not engage in speculative transactions."

CAO is only a novice in the international financial market in terms of financial derivative business operation; Directly against large international funds is undoubtedly "throwing eggs at stones".

The most prominent manifestation of CAO incident is that "the management is superior", which leads to the failure of the monitoring mechanism; It directly conflicts with the operating compliance objectives and reporting reliability objectives of internal control.

there are three violations: first, it has done something that is forbidden by the state; Second, over-the-counter transactions; Third, it exceeds the total amount of spot transactions.

The unreliability of its report is reflected in the fact that its OTC options trading is not disclosed in the financial report, and it is not directly reported to the parent company.

(2) entrusted financial management of China Southern Airlines

The huge investment loss of entrusted financial management exposed by China Southern Airlines Group in July 24; Subsequently, the Guangzhou Special Office of the National Audit Office conducted a special audit of China Southern Airlines; Guangdong Securities Regulatory Bureau also inspected China Southern Airlines in October 25.

among the 179 central enterprises whose performance was evaluated in 24, China Southern Airlines Group was downgraded from Grade B to Grade C due to major financial violations.

At the end of April 26, China Southern Airlines Co., Ltd., which was listed in Hongkong, new york and Shanghai, announced a huge loss of RMB 1.794 billion in fiscal year 25. The company attributed it to the continuous soaring price of aviation fuel and the rising cost caused by the acquisition of China Northern Airlines and Xinjiang Airlines in recent years. But this is obviously difficult to convince the market.

China Southern Airlines Group is a large state-owned enterprise, which has a good credit certificate in bank loans, and can obtain loans of 1 billion to 2 billion yuan from each commercial bank without any mortgage.

it is indeed a business opportunity to make money by using the bank's money for investment and financial management.

China Southern Airlines Group has been engaged in entrusted wealth management business since 21; Hantang Securities, Zhongguancun Securities and Century Securities had entrusted financial management business with China Southern Airlines Group.

China Southern Airlines Group mobilized huge funds and even off-balance-sheet funds for entrusted wealth management, of which only the entrusted wealth management funds flowing to Shenzhen Century Securities Company amounted to 1.2 billion yuan.

The entrusted wealth management funds given by China Southern Airlines to Century Securities are basically used by Century Securities to hold China Southern Airlines (629.SH) under China Southern Airlines Group.

China Southern Airlines went public on July 25th, 23. At that time, due to the impact of SARS, China Southern Airlines closed at 3.88 yuan on the first day of listing, which was the lowest share price among the four listed airlines.

Century Securities entered the market at this low level. In less than three months, China Southern Airlines rose from 4.2 yuan to 6.8 yuan, with an increase of more than 6%, and Century Securities also made huge book profits.

but then, in