Financial Fraud,Performance Commitment And Investor Protection

Throughout the history of the A-share market,there was a phenomenon of "backdoor fever" from 2014 to 2015.Many companies achieved the purpose of listing and financing through backdoor listing,but in recent years,the performance of backdoor listed companies' performance commitments has become worse and worse.Cases of fraud and violations continue to occur,and non-standard audit opinions are also increasing.Zhonganke Co.,Ltd.,form erly known as Feile Co.,Ltd.In 2014,Feile Co.,Ltd.and Zhongan Consumer Technology Co.,Ltd.were reorganized and renamed "Zhongan Consumer Co.,Ltd." to become a group of well-known domestic and foreign system integration companies and security operations Enterprise and security intelligent product manufacturing enterprise.As the asset of this backdoor,during the backdoor listing of Zhongan Consumer Technology Co.,Ltd.,the company not only performed financial fraud,but also made a three-year high performance commitment to achieve the purpose of deceiving regulators and investors and eventually going public.In 2019,Zhonganke Co.,Ltd.and related intermediaries were punished by the CSRC.The problems of financial fraud and false performance commitments of these backdoor listed companies deserve more in-depth analysis.This thesis studies the causes and methods of ST Zhongan's financial fraud,and the impact of unsatisfactory performance commitments on investors.It is hoped that the research in this thesis will have implications for other companies,intermediaries and regulators.The thesis uses the research method of case analysis.The theoretical part explains the theoretical basis of financial fraud and performance commitment.The case analysis part first introduces the basic situation of Zhonganke Co.,Ltd.,including historical evolution,shareholding structure and organizational structure.Secondly,it elaborates the process of financial fraud of the assets under the merger and reorganization,and the content and performance of the M&A performance commitment.Through analysis,it is found that in order to successfully list in the A-share market,the underlying assets will be financially fraudulently obtained by inflating operating income and profit forecasting means to obtain an evaluation value higher than the assets themselves,and make a high performance commitment to achieve the purpose of smooth listing;During the performance commitment period,the underlying assets have not reached the profit forecast for three consecutive years.The analysis mainly includes the unreasonable evaluation of the value of the M&A assets,the poor performance of the company during the performance commitment period,the high proportion of the shareholding pledge of the major shareholders and the frequent changes of the management of the company.After the successful restructuring of the company,the stock price was maliciously high,and then experienced a large decline,causing huge losses for investors,especially small and medium shareholders.Finally,the thesis proposes effective protection of investors from listed companies,regulators,intermediaries and investors themselves,and provides some references for the protection of listed companies and investors in the future.