In addition to production safety accidents, the first two types of risks have two obvious characteristics: first, the occurrence of risks will cause huge losses to enterprises, and it is easy for enterprises to "hurt their 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 risks through cases.
1. Diversified investment
(1) financial crisis of Sanjiu Group
Since 1992, Sanjiu Enterprise Group has formed a pattern of several major industries such as medicine, automobile, food, alcohol, catering, agriculture and real estate simultaneously through the acquisition and merger of enterprises in just a few years.
However, on April 14, 2004, Sanjiu Pharmaceutical (000999) announced that some shares of Sanjiu Pharmaceutical and Sanjiu Group (Sanjiu Pharmaceutical is a wholly-owned company of Sanjiu Group) had been frozen by the judicial authorities due to the demand of ICBC to repay the loan of 374 million yuan in advance.
At this point, the financial crisis of the entire Sanjiu Group broke out in an all-round way.
Before the crisis broke out, there were about 400 companies in Sanjiu Enterprise Group, which implemented a five-level company management system, and the financial management below the third level was seriously out of control; The loans of Shenzhen local creditor bank of Sanjiu Branch increased from 9.8 billion to 654.38+007 billion, while the loans and loan guarantees of subsidiaries and holding companies of Sanjiu Branch all over the country ranged from 6 billion to 7 billion. The balance of loans and loan guarantees of the entire Sanjiu branch adds up to about 654.38+08 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 blindly went to the project."
Case comments: 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, 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) The 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, with an asset growth of 404 times and 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 20th century, Huayuan has become the largest pharmaceutical group in China with its "big life industry".
However, in mid-September, 2005, a loan of 654.38+0.8 billion yuan from Shanghai Bank to Huayuan expired. The loan was granted by Huayuan for the acquisition of Shanghai Pharmaceutical Group. Due to the inspection by the Ministry of Finance at the beginning of the year, bank credit was tightened in an all-round way. Shanghai Bank, one of Huayuan's largest lenders, was worried that Huayuan could not repay its loans, so it stepped up its loan collection. This led to the credit crisis of Huayuan Group.
SASAC appointed Deloitte Certified Public Accountants to verify the assets of Huayuan Group. The liquidation report shows that as of September 20, 2005, the net assets of Huayuan Group's consolidated financial statements were 2.5 billion yuan, and the bank liabilities were as high as 2,565,438+/kloc-0.40 million yuan (including 20.986 billion yuan for subsidiaries and 4 128 million yuan for parent companies).
On the other hand, the accounts receivable, other receivables and prepayments of its eight listed companies totaled 7.336 billion yuan, that is, the net assets of these listed companies were almost hollowed out.
According to the Ministry of Finance's 2005 accounting information quality inspection bulletin, 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 false accounting income, less accounting expenses and huge losses of non-performing assets, resulting in false statements and serious distortion of accounting information.
Case comment: Huayuan Group 13 years highly relied on bank loans, and has been "M&A- restructuring-listing-integration" in its increasingly unfamiliar industrial field. In fact, there are mergers and acquisitions that are not reorganized, and there are listings that are not integrated.
Huayuan Group supported its rapid expansion with short-term loans and long-term investments for a long time, which eventually triggered the break of the entire group's capital chain.
The core reasons of the Huayuan Group incident are: (1) excessive investment leads to excessive debt, low return on investment projects and high debt ratio, which shows that Huayuan Group made mistakes in strategic decision-making; (2)M&A has not been reorganized and listed, which shows that Huayuan Group's investment management control is invalid; (3) The financial fraud caused by the pressure of financing and performance of the subsidiaries of Huayuan Group should be promoted by the management.
(3) Capital occupation of major shareholders of Aucma
April 2006 14, G Aucma (600336. SH) Issue a major announcement: The company has received the Decision of Qingdao Aucma Group Company on Disposal of Funds Occupied by Listed Companies from Qingdao Municipal People's State-owned Assets Supervision and Administration Commission, and Qingdao People will take measures to solve 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 misappropriated the funds of listed companies of 654.38+94.7 million yuan.
Aucma Group takes advantage of the majority shareholder and occupies the funds of listed subsidiaries to make irrelevant diversified investments (including household appliances, lithium batteries, electric bicycles, marine life, real estate, financial investment, etc.). ), and investment decision-making mistakes have caused huge losses.
Many factors, such as broken capital chain, huge debt, high-level changes, investment mistakes, diversified predicament 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, that is, the paternalistic management mode of Lu Jin 17 years.
Lu succeeded in starting a business in a specific environment, but he lacked due risk awareness in the expansion. The phenomenon that Aucma inbreeding appoints leaders is that enterprises lack due sensitivity to the market.
Case Comment: Expansion is the goal pursued by almost every enterprise.
The three home appliance groups in Qingdao (all listed companies) have different choices: Haier's expansion is based on brand strategy; Hisense's expansion is based on technological breakthroughs; However, Aucma's expansion has chosen an irrelevant diversified road.
"Divergent diversified expansion has not only failed to make Aucma a boutique, but has made it a mess."
Aucma Group occupies a lot of funds of listed companies because of its irrelevant diversified investment; Then, frequent investment failures and poor management lead to the break of the capital chain, which also transfers the group risks to listed companies.
It should be said that the root of Aucma crisis is the comprehensive factors such as management's investment decision-making, inadequate investment supervision and insufficient management ability.
(4) Summarize and analyze the above three cases.
The above cases can be summarized as follows: diversified investment leads to the major risk of capital chain break, which is mainly caused by decision-making mistakes, non-main/irrelevant investments, rapid expansion and excessive debts.
These three large state-owned enterprises all achieved rapid expansion through diversified investment, and relied heavily on loans to support their rapid expansion, which eventually triggered the whole group crisis.
It should be said that this mode of operation and its risk cases are not uncommon at home and abroad: for example, 1997 Japan's YOHAN bankruptcy case (the largest enterprise bankruptcy case in Japan after the war); Another example is the collapse of China Delong system in 2004.
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 make decision mistakes; In addition, the high dependence on borrowing and investment is the main cause of risk.
In other words, 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 risks of diversified investment are attributed to decision-making mistakes, especially when the top managers of enterprises have strong personal leadership, they are particularly vulnerable to the influence of the personal authority of the leadership, so that individual decision-making replaces or overrides collective decision-making, resulting in "success is also Xiao He, failure is also Xiao He".
2. Speculation on financial instruments
(1) Cao's speculation on financial derivatives
CAO (Singapore) Limited (hereinafter referred to as CAO) is an overseas holding company of CAO Group; It is a listed company on the main board of Singapore Exchange.
In 2004, CAO lost $554 million due to oil derivatives trading; On June 30, 2004, he was forced to apply to the Singapore High Court for debt restructuring.
Previously, CAO was rated as the most transparent listed company in Singapore in 2004; Cao Cheng set up a risk committee and 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 the relevant state departments, Cao began to engage in oil hedging business in 2003.
However, President Chen Jiulin expanded his business scope without authorization and engaged in oil derivatives option trading; It was not reported to CAO, and CAO did not find it.
Chen Jiulin has always been independent of the leadership of CAO. The financial manager sent by the group company has 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 volume of oil options increased from the initial 2 million barrels to 52 million barrels at the time of the accident, resulting in the actual book loss and potential loss during the liquidation period totaling about 554 million US dollars.
On June 3, 2005, PricewaterhouseCoopers released the final investigation report on the huge losses of CAO.
According to the report, the following factors alone or jointly 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 2003; (2) Don't want to disclose the loss in 2004; (3) The option position is not valued according to industry standards; (4) The value of the option portfolio is not correctly recorded in the company's financial statements; (5) Lack of proper and strict option trading risk management system; (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 responsibilities of risk control over the company's speculative derivatives trading.
Case Comment: China * * * explicitly prohibits Cao from engaging in over-the-counter oil option speculation.
1The Notice of the State Council on Further Rectifying and Regulating the Futures Market issued by the State Council in August, 1998 clearly stipulates: "Enterprises that have obtained overseas futures business licenses are only allowed to hedge in overseas futures markets and are not allowed to engage in speculative transactions." 1June, 1999, Article 4 of the Provisional Regulations on the Administration of Futures Trading issued by the State Council Order stipulates: "Futures trading must be conducted in futures exchanges.
It is forbidden to conduct OTC futures trading without going through the futures exchange. "Article 48 stipulates:" State-owned enterprises engaged in futures trading shall be limited to hedging business, and the total amount of futures trading shall be commensurate with the total amount of spot trading in the same period. "200 1 10 the CSRC issued the guiding opinions on the management system of overseas futures hedging business of state-owned enterprises. Article 2 stipulates: "An enterprise that has obtained an overseas futures business license can only engage in hedging transactions in the overseas futures market and shall not engage in speculative transactions. "
As for the operation of financial derivative business, Cao is only a novice in the international financial market; Direct confrontation with large international funds is undoubtedly "throwing eggs at stones."
The most outstanding performance of Cao incident is "superior management", which leads to the failure of supervision mechanism; It directly conflicts with the operational compliance objectives and reporting reliability objectives of internal control.
There are three violations: first, doing things that are explicitly prohibited by the state; Second, over-the-counter transactions; Third, it exceeds the total amount of spot transactions.
The unreliability of its report is that the OTC trading of options is not disclosed in the financial report, nor is it directly reported to the parent company.
(2) China Southern entrusted financial management.
In July 2004, China Southern Airlines Group exposed huge losses in entrusted financial management investment; 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 June 2005.
Among 179 central enterprises evaluated in 2004, China Southern Airlines Group was downgraded from Grade B to Grade C due to major financial violations.
At the end of April 2006, China Southern Airlines Co., Ltd., which was listed in Hongkong, new york and Shanghai, announced a huge loss of 654.38+79.4 million yuan in fiscal year 2005. The company attributed it to the soaring aviation fuel price in recent years and the rising cost caused by the acquisition of China Northern Airlines and Xinjiang Airlines. But it is obviously difficult to convince the market.
China Southern Airlines Group, a large state-owned enterprise, has a good credit certificate in bank loans, and can obtain loans of 1 to 2 billion yuan from commercial banks without any mortgage.
Investing in financial management with bank money is indeed a business opportunity to make money.
China Southern Airlines Group has been engaged in entrusted wealth management business since 200 1. Hantang Securities, Zhongguancun Securities and Century Securities have entrusted China Southern Airlines Group to carry out wealth management business.
China Southern Airlines Group mobilized huge amounts of money or even off-balance-sheet funds for entrusted wealth management, of which only the entrusted wealth management funds flowing to Shenzhen Century Securities Company reached 654.38+0.2 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 (600029. SH) belongs to China Southern Airlines Group.
China Southern Airlines was listed on July 25th, 2003. At that time, affected by 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 bought 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 60%, and Century Securities also made huge book profits.
But then, under the pressure of rising oil prices, aviation stocks began to plummet, and Century Securities suffered heavy losses.
Judging from the book of Century Securities, the 654.38+0.2 billion assets entrusted by China Southern Airlines have been unable to repay.
It is precisely because of the huge debt pressure of China Southern Airlines that Century Securities was forced to embark on the road of restructuring.
Century Securities could not return 765.438+0.5 million yuan of the 654.38+0.2 billion yuan entrusted by China Southern Airlines Group, and China Southern Airlines Group had no choice but to implement debt-to-equity swap.
In August, 2005, Peng Anfa, vice president of China Southern Airlines Group and director of listed companies, and Chen Liming, finance minister of China Southern Airlines Group, were arrested by judicial organs according to law. In March 2006, they were handed over to Guangzhou Procuratorate by Guangdong Anti-Corruption Bureau for prosecution.
On June 65438+1October 65438+June, 2006, the case of Chen Limin, former finance minister of China Southern Airlines Group, was publicly tried by the Guangzhou Intermediate People's Court.
According to the investigation by the procuratorate, from August 5438, 2006 to May 2005, Chen Limin took advantage of his position in handling entrusted financial management and took the way of doing things first, then asking for instructions or not asking for instructions; Generally, only the wealth management income is reported, and it is not reported to partners or concealed. , wantonly carry out entrusted wealth management business beyond the scope, embezzle part of the wealth management income of the group and accept kickbacks; Loans beyond the authority of banks are used by individuals and friends to register companies and operate; Accepted bribes of nearly 54 million yuan from Hantang Securities, Century Securities and Yao, misappropriated nearly 654.38+0.2 billion yuan, and embezzled more than 65.438+0.2 million yuan.
Case comment: The entrusted wealth management business of China Southern Airlines Group is actually that China Southern Airlines Group operates its own stocks with its own money and with the help of securities companies.
In terms of laws and regulations, whether state-owned funds enter the stock market to speculate in stocks or use their own funds to operate their own stocks is explicitly prohibited.
From the perspective of internal control, China Southern Airlines Group's billions of entrusted wealth management business is concentrated in the operation of 2-3 people, and the decision-making level, party committees and internal audit supervision of enterprises have not kept up. Although there is no connivance of the management, it can be said that the monitoring of major investments is not in place. Personal bribery, misappropriation and embezzlement of public funds reflect the moral corruption of key personnel and the lack of basic internal control of enterprises or the override of management.
In addition, China's financial system has also contributed to this phenomenon.
(3) The State Reserve Bureau speculates on copper futures.
From June 5438+065438+1October 13, 2005, foreign news began to reveal that Liu, a trader of the State Reserve Bank of China, was short in the copper futures market by SEMPRA, a member of the London Metal Exchange, and established a short position of about 15000 to 200,000 tons.
The delivery date of these positions is 65438+February 2 1.
However, since mid-September, the price of copper has risen by more than 600 dollars per ton, and these empty orders have undoubtedly caused huge losses, while trader Liu has mysteriously disappeared.
The counterparties of the State Reserve Bureau include Smale Metal Company, Ruifu Futures, London Standard Bank, Barclays Bank, Man Group, AMT, Sutton Company, and a fund company headquartered in Lyon, France.
The State Reserve Bureau chooses partial delivery, that is, 50,000 tons of spot copper will be delivered to the London Stock Exchange, and the remaining150,000 tons of empty bills will be extended to futures.
Market participants pointed out that the national reserve gained a short period of calm, with a loss of about 370 million yuan; However, the confrontation with international funds will continue, and the final outcome has not yet appeared. It is not ruled out that the foundation will forcibly open a position again.
Take State Reserve Copper as an example. It is also a dealer in the general adjustment center. While trading for the center, it has established a position of up to 200,000 tons for itself, which has been seriously locked up and has not been discovered for a long time. In addition, the trading behavior has also changed from the original two positions to be controlled by Liu alone.
Case comment: National material reserve is a strategic reserve force directly established and mastered by the state and an important means to ensure national military and economic security.
In fact, when the State Reserve Bureau changed from being responsible for the adjustment of national strategic material reserves to making money by speculation, it began to deviate from its inherent responsibilities.
Like the Cao option speculation case, it is also a national reserve bureau for small players and novices, and it is obviously not its opponent against international funds.
Wu's copper futures speculation obviously violates the hedging business stipulated by relevant national laws and regulations.
One person manipulates major futures business transactions, which seriously violates the basic principles of internal control (separation of incompatible duties); In addition, it is equivalent to the "mouse warehouse" where the company's business is combined, indicating that the moral corruption of key traders is serious.
(4) Summarize and analyze the above three cases.
The above three situations can be summarized as follows: speculative psychology, inadequate supervision and moral hazard of key people are important reasons for the speculative risk of financial instruments.
China enterprises are still novices in the international financial market, and financial instruments trading for the purpose of speculation is bound to become the "vegetable rice" of international financial predators.
Of course, with 1995, Bahrain Bank went bankrupt (speculative loss of stock index futures14 billion US dollars), 1996, Sumitomo Trading Company suffered huge losses (speculative loss of copper futures was 2.6 billion US dollars), and 1998, American long-term capital company went bankrupt (speculative loss of Russian government bonds and Japanese stock index was 4.3 billion US dollars).
Said he lost Cao alone.
In fact, as early as 1997, Zhuzhou Smelter lost 1 100 million dollars because of zinc futures speculation.
However, the same incident happened again in 2004 and 2005.
Although China has repeatedly stressed that the financial derivatives trading of state-owned enterprises is limited to hedging, the phenomenon of speculation by state-owned enterprises using financial derivatives has occurred frequently; The core reasons are speculative psychology and lack of supervision.
Therefore, in order to reduce the speculative risk of financial instruments of state-owned enterprises, it is necessary to strengthen the supervision of financial instrument investment and the internal control of related business operations.
3. Look at the high-risk business management and control of large state-owned enterprises with cases.
In July 2006, the State-owned Assets Supervision and Administration Commission issued the Detailed Rules for the Implementation of the Interim Measures for the Supervision and Administration of Investment by Central Enterprises, which clearly stipulated that the proportion of non-main investment in the total investment should generally be controlled below 10%; The proportion of self-owned funds in the total investment is generally above 30%; The total investment scale should not exceed the financial affordability of the enterprise, and the asset-liability ratio of the enterprise should be at a reasonable level.
The Notice on Doing a Good Job in the Financial Budget of Central Enterprises in 2007 issued by the State-owned Assets Supervision and Administration Commission on June 5438+ 10, 2006 particularly emphasizes that central enterprises should strengthen the risk assessment and budget control of foreign investment, mergers and acquisitions, fixed assets investment, stocks, entrusted wealth management, futures (rights), derivatives and other businesses, and timely track and evaluate the risk level of high-risk businesses.
It can be seen from the relevant provisions of SASAC and the above cases that diversified investment and financial instrument speculation are identified as high-risk businesses of large state-owned enterprises.
Because, on the one hand, it is easier for large state-owned enterprises to obtain funds for engaging in high-risk business, and they also have inherent advantages in obtaining the qualifications for trading financial instruments (especially overseas futures and options); On the other hand, the occurrence of these two types of business risks is fatal to large state-owned enterprises.
In order to prevent the occurrence of high-risk business of large state-owned enterprises, enterprises should focus on the following aspects to strengthen control:
(1) Establish a correct risk culture and awareness.
The benefits and risks are * * *.
Establishing a correct risk culture and awareness means emphasizing profit and scale growth, relying on high-risk businesses to improve performance, while ignoring the high risks of engaging in high-risk businesses.
(2) Improve the high-risk business control system and strengthen supervision and inspection.
At present, there are few management systems involving high-risk businesses in large state-owned enterprises, because these businesses involve decision-making and are mostly emerging businesses.
In addition, state-owned enterprises generally lack supervision and inspection of the implementation of internal control system, which also leads to the loss of seriousness and authority of the system.
The main reason is that enterprise leaders do not attach importance to internal control, and the internal audit strength of state-owned enterprises is weak.
(3) Improve corporate governance and establish a check and balance mechanism for decision makers.
The management of large state-owned enterprises has a strong administrative color, imperfect corporate governance, and insider control is still serious. The arbitrariness of management is the main reason for decision-making mistakes.
The biggest risk of large state-owned enterprises is strategic decision-making risk; On the one hand, it is manifested in the wrong choice of strategic direction, on the other hand, it is manifested in the lack of understanding and management of strategic risks.
(4) Strengthen the supervision of state-owned assets and establish a risk early warning mechanism.
Although the 16th National Congress of the Communist Party of China has clearly pointed out that the State-owned Assets Supervision and Administration Commission (SAAC) should "manage assets, people and affairs" of state-owned enterprises, SAAC's supervision of state-owned enterprises is still relatively backward.
The main reason is that SASAC's technology and means of supervising central enterprises are still relatively backward, such as not establishing a feasible risk early warning mechanism.