"I cannot guarantee the truthfulness, accuracy and completeness of the 2023 financial report, and I also cannot guarantee the truthfulness, accuracy and completeness of the financial report for the first quarter of 2024. At the fifth meeting of the sixth board of directors held a few days ago, the opposition of Jürgen Vöhringer, chairman of the board of directors of Führinger, brought the company's internal divisions to the forefront.
In fact, not only the chairman, but also director Lu Xiao also voted against or abstained from voting on a number of board proposals. According to the announcement of the board of directors' resolutions disclosed by the company a few days ago, although all 22 board resolutions were passed, 11 proposals were opposed or abstained.
Of the 11 motions, 1 had 2 votes against, 1 had 1 vote against, 2 had 2 abstentions, 3 had 1 abstention, and 4 had 1 vote against and 1 abstention. However, according to the provisions of the Company Law, since the company has a total of 5 directors, as long as more than half of the votes are agreed, that is, 3 votes, the relevant proposal can be passed.
According to the announcement, Führinger Holding GmbH holds 29.04% of the shares of the listed company Führinger, and Jürgen Vöhringer serves as the managing director of the former.
A number of motions were opposed
According to the announcement of the resolution of the fifth meeting of the sixth board of directors disclosed by Fringer a few days ago, the board of directors of the company reviewed and approved the "Proposal on < the 2023 President's Work Report>", "Proposal on <2023 Annual Report on the Work of the Board of Directors>", "Proposal on <2023 Independent Directors' Report >", "Proposal on < 2023 Annual Report and its Summary >", etc. However, it is worth noting that the chairman or director of the company voted against or abstained from voting on the above-mentioned proposals.
Jürgen Vöhringer's objection to the vote on the "Proposal on the > of the President's Work Report for 2023 in < years was that the main reason for the company's poor operating performance and rapid decline in business volume in recent years was due to the wrong business strategy implemented by the president. The president of a company is primarily responsible for poor business performance. At the same time, the president did not put forward a clear action plan for how to get out of the current business predicament in 2024 in the work report.
Not only that, but whether the duties of INEDs have been fulfilled properly has also become a point of doubt. In the vote on the < 2023 Annual Report on the Work of the Board of Directors> Jürgen Vöhringer abstained. He believes that the independent directors of the company do not have a comprehensive understanding of the company's situation and do not have a deep understanding and analysis of the company's many problems.
In addition, Jürgen Vöhringer voted only against the "Proposal on the < of the 2023 Independent Directors' Report >". He believes that the two independent directors of the company have rashly rejected PwC's report on the construction of the project without sufficient verification and confirmation, and have failed to exercise due diligence.
According to statistics, half of the 22 board resolutions were voted against or abstained, and all of them came from Chairman Jürgen Vöhringer or Director Lu Xiao.
Some people in the industry believe that in addition to the majority of the "unanimous" board of directors voting, the emergence of strange voices obviously conveys to the outside world that there are serious differences in the internal management of relevant companies, which need to be taken seriously by the company and truthfully disclosed after fully investigating the issues mentioned.
Internal control lights up "red light"
It is worth mentioning that Lv Xiao voted against the "Proposal on < the > of the 2023 Internal Control Self-Evaluation Report", and he believes that the company's related construction projects have the problem of inflated prices and cutting corners, and whether these expenses have been recovered and whether they have been adjusted are not clearly stated. The issue was identified by PwC in its investigation, not by itself.
Jürgen Vöhringer also believes that the company's internal control over the financial part is also deficient, and does not confirm whether the company's 2023 internal control evaluation report adequately and objectively reflects the company's internal control.
According to Fillinger's 2023 annual report, the audit opinion of the company's financial report is a qualified opinion, which mainly involves matters related to the special audit of the construction of the company and its subsidiaries.
In addition, the company's internal control audit opinion is an unqualified opinion with an emphasis paragraph, which mainly involves the company's imperfect engineering construction-related systems, non-standard implementation of the project bidding process, excessive reliance on external third-party institutions in the implementation of the project, and non-standard individual service procurement processes.
It is not difficult to see that the above-mentioned audit opinion and the reasons for the directors' objections all relate to the company's engineering construction matters. The SSE requires the company to verify whether the deposit, management and use of funds for major construction projects are standardized, whether the fund-raising projects and their progress disclosure are accurate, and whether there are any situations in which major shareholders and their affiliates have embezzled the interests of listed companies in disguised form through relevant engineering projects.
In view of the fact that the company's internal control self-evaluation and internal control audit report involve relevant control deficiencies, the SSE requires the company to verify whether it is involved in matters that should be disclosed but not disclosed, and whether there is any infringement of the interests of the listed company.
"Judging from the latest release of relevant delisting rules, the soundness of internal control has received more and more attention. A senior lawyer at AllBright Law Offices told reporters that the revision of the delisting criteria is an important upgrade on the basis of the delisting reform in 2020, especially highlighting the deterrence of financial fraud, internal control failure and other chaos, and further releasing the "zero tolerance" signal.
Profitability is gradually declining
As a Sino-foreign joint stock company, Fillinger entered the Chinese market in the 90s of the last century, mainly engaged in laminate flooring, parquet and other businesses, and was listed in 2017.
After the listing, the company's overall operation does not seem to have met expectations, especially in recent years, profitability has gradually declined, of which the net profit attributable to the parent company will suffer a loss for the first time since listing in 2023, and the revenue is also the lowest level in the past decade.
Image source: Wind
According to the financial data, the company's total operating income in 2023 will be 395 million yuan, a year-on-year decrease of 25.01%, the net profit attributable to the parent company will be -24.1843 million yuan, a year-on-year decrease of 348.76%, and the net profit deducted from the non-attributable parent will be -34.809 million yuan, a year-on-year decrease of 2225.78%. According to the first quarter report of 2024, the company's losses are still continuing, with an operating income of 51.2995 million yuan, a year-on-year decrease of 33.4%, and a net profit attributable to the parent company of -11.9963 million yuan.
Poor performance also interrupted the company's dividend rhythm. According to the company, in view of the negative net profit realized in 2023, according to the relevant regulations, the company does not have the basic conditions for cash dividends in 2023, that is, the company will not distribute cash dividends in 2023 and will not increase share capital.
In the 2023 annual report, the company admitted that its daily operations were affected by the macro economy and surrounding industries, and various business data and main indicators declined significantly. In terms of flooring business, the pressure on the main business operation has increased, and the return ability is facing a huge test.
If the downturn in the industry has had a great impact on Fillinger, then the large amount of receivables that have not been recovered and the large proportion of bad debts have exacerbated the operating burden.
In 2023, the closing book balance of the company's other receivables will be 56.0103 million yuan, of which 51.5075 million yuan will be provided for bad debts, and the provision ratio will reach 92%.
According to the company's disclosure of the top five other receivables at the end of the period collected by the debtor, the closing balance of current payments and loans from Zhongnan Construction reached 50.8237 million yuan (accounting for 90.74% of the total closing balance of other receivables). The company's bad debt provision ratio for this amount is 100%.
It is worth mentioning that due to the above-mentioned loan disputes, the company has gone to court with Zhongnan Construction. However, judging from the latest disclosure (early November last year), there is still great uncertainty about whether this amount can be recovered.
Review: Gao Gaifang
Editor: Wang Yin
Proofreading: Yu Hongbo
Producer: Li Ruoyu
Issued by: Sun Hong
