皮海洲 | 立方大家谈专栏作者 最近，*ST广道的退市受到市场的广泛关注。毕竟*ST广道的退市，头顶着"北交所退市第一股"的头 衔，这也意味着开市只有4年历史的北交所从此也有了自己的退市公司。 作为北交所首家退市公司，*ST广道目前正在执行正式退市前的相关程序。11月12日，该公司发布《关 于收到股票终止上市决定的公告》称，北交所决定终止公司股票上市，如果公司对终止上市决定不服， 可在收到本决定之日起15个交易日内，向北交所提交复核申请。随后，该公司又于11月19日再次发布 《关于股票终止上市的风险提示公告》，提醒股票退市风险，同时表示，公司目前没有筹划或实施重大 资产重组的计划。 此外，《关于股票终止上市的风险提示公告》还告之投资者，公司股票终止上市后，转入全国股转系统 依托原证券公司代办转让系统设立并代为管理的两网公司及退市公司板块，其股份转让和信息披露将按 相关规定办理。可以认为，不论*ST广道是否提交复核申请，很难改变该公司被强制退市的命运。 上述行为导致*ST广道披露的2018年至2023年年度报告、2024年半年度报告及《2024年度向特定对象发 行股票募集说明书(草案)》(以下简称《募集说明书》 ...

【导读】北交所决定终止*ST广道上市，五矿证券先行赔付适格投资者工作正积极推进 北交所上市公司*ST广道（证券代码：920680）11月12日晚间发布公告称，当日收到《关于深圳市广道数字技术股份有限公司股票终止上市的决定》，北 交所决定公司股票终止上市。 *ST广道被北交所终止上市，与其长时间、系统性财务造假有关。中国证监会深圳监管局于9月12日下发的《行政处罚决定书》认定，*ST广道披露的2018 年至2023年年度报告、2024年半年度报告及《2024年度向特定对象发行股票募集说明书（草案）》存在虚假记载。 这触及《北京证券交易所股票上市规则》第10.5.1条第（七）项规定的重大违法强制退市情形。 这意味着，*ST广道成为北交所首家因重大违法而被强制退市的上市公司。 高比例虚增收入、成本 连续7年财务造假 *ST广道全称"深圳市广道数字技术股份有限公司"，主要从事以数据应用为目标的软件产品的开发与销售。2016年11月，公司在新三板挂牌，2021年通过 北交所审核成为首批上市企业之一。 根据上述《行政处罚决定书》，公司披露的2018年至2023年年度报告、2024年半年度报告，乃至旨在再融资的《2024年 ...

Core Viewpoint - The Beijing Stock Exchange has decided to terminate the listing of *ST Guandao due to long-term and systematic financial fraud, marking it as the first company to be forcibly delisted for major violations on the exchange [2][4][5]. Group 1: Company Background - *ST Guandao, officially known as Shenzhen Guandao Digital Technology Co., Ltd., primarily develops and sells software products aimed at data applications. The company was listed on the New Third Board in November 2016 and became one of the first companies to be listed on the Beijing Stock Exchange in 2021 [7]. Group 2: Financial Fraud Details - The company has been found to have engaged in financial fraud for seven consecutive years, with significant inflation of revenue and costs. The China Securities Regulatory Commission (CSRC) identified false disclosures in annual reports from 2018 to 2023 and the first half of 2024 [4][6]. - Specific figures indicate that *ST Guandao inflated its reported revenue by 143 million, 192 million, 223 million, 249 million, 304 million, 283 million, and 72 million from 2018 to the first half of 2024, representing percentages of 87.34%, 95.39%, 98.96%, 85.87%, 99.39%, 98.14%, and 88.11% respectively [9]. - Similarly, the inflated operating costs were 65 million, 85 million, 117 million, 133 million, 163 million, 152 million, and 39 million during the same period, with corresponding percentages of 84.53%, 91.17%, 98.41%, 83.30%, 99.13%, 92.26%, and 83.81% [9]. Group 3: Regulatory Actions and Penalties - The CSRC imposed a fine of 10 million yuan on *ST Guandao and issued severe penalties against key executives, including a lifetime ban from the securities market for the former chairman and other senior management [11]. - The Beijing Stock Exchange also publicly reprimanded *ST Guandao and its executives, prohibiting them from holding positions in listed companies for life [11]. Group 4: Investor Compensation - The termination of *ST Guandao's listing has raised concerns about investor compensation. Minmetals Securities, as the sponsor and continuous supervisor, failed to fulfill its responsibilities, leading to the establishment of a compensation fund of approximately 220 million yuan to compensate eligible investors for their losses [12][14]. - The compensation mechanism is designed to provide a more efficient remedy for small investors facing high litigation costs and long recovery periods [14].

Core Viewpoint - The article discusses the increasing risk of mandatory delisting due to significant violations among A-share companies, highlighting the challenges investors face in protecting their rights and the need for proactive compensation measures from controlling shareholders and actual controllers of these companies [1][3][6]. Group 1: Mandatory Delisting Risks - As of November 5, 2023, 15 A-share companies have disclosed significant violation risks that could lead to mandatory delisting [2]. - *ST Yuancheng's market capitalization was reported at 218 million yuan, having been below 500 million yuan for 17 consecutive trading days, indicating a potential trigger for mandatory delisting [2]. Group 2: Investor Protection Challenges - Experts point out that investor protection in cases of mandatory delisting is hindered by the lack of compensation capability from delisted companies and insufficient legal recourse for investors [1][3]. - The China Securities Regulatory Commission (CSRC) has introduced guidelines to encourage controlling shareholders to take proactive compensation measures to mitigate investor losses [1][6]. Group 3: Proactive Compensation Measures - Proactive compensation is seen as a way to significantly enhance the efficiency of investor compensation and should be supported by a robust incentive and constraint mechanism [1][6][9]. - The CSRC's recent guidelines aim to improve the fairness and efficiency of investor protection by encouraging controlling shareholders to take responsibility for compensation [6][7]. Group 4: Legal and Institutional Recommendations - Experts recommend enhancing investor awareness and providing more efficient channels for rights protection, including collective lawsuits and proactive compensation systems [3][4]. - There is a call for a diversified investor rights protection system that includes expanding the application of proactive compensation and improving the litigation process [4][6]. Group 5: Case Studies and Practical Applications - Previous cases of proactive compensation, such as the Hai Lian Xun case, demonstrate the feasibility of establishing compensation funds by controlling shareholders [8]. - The recent initiative by Wukuang Securities to set up a proactive compensation fund for *ST Guangdao indicates a growing trend towards such measures in the market [8][9]. Group 6: Enhancing Accountability - Experts emphasize the need for a system that encourages controlling shareholders to take responsibility, linking compensation performance to market integrity and regulatory compliance [9][10]. - The establishment of a market-driven approach to compensation, allowing for various methods such as share buybacks or cash compensation, is recommended to maintain market autonomy while ensuring accountability [10].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has officially released the "Opinions on Strengthening the Protection of Small and Medium Investors in the Capital Market," which includes eight major areas and 23 specific measures aimed at enhancing investor protection and promoting fair trading practices [2]. Group 1: Enhancing Investor Returns - The "Opinions" advocate for listed companies to adopt "cancellation-style repurchase" methods to return value to investors [3]. - It emphasizes the need for companies to implement multiple dividends annually while ensuring sustainability, stability, and predictability in dividend payments [3]. Group 2: Improving Market Entry and Information Disclosure - The "Opinions" aim to strengthen the entry point for companies into the market by optimizing pricing mechanisms and encouraging long-term investment through offline allocations [3]. - There is a focus on enhancing the readability and clarity of prospectuses, requiring them to be "concise, clear, and easy to understand" [3]. Group 3: Strengthening Regulatory Oversight - The "Opinions" call for increased regulation of margin trading and securities lending, improving transparency and fairness in these areas [4]. - It stresses the need for rigorous monitoring of algorithmic trading and reaffirms that all trading must occur through licensed institutions to maintain fairness [4]. Group 4: Investor Education and Suitability Management - The "Opinions" encourage financial institutions to provide products and services that match the risk tolerance of small and medium investors, embedding investor education into their business processes [6]. - It emphasizes the responsibility of sales institutions to disclose risks adequately and manage investor suitability, ensuring that investors are well-informed before making decisions [6]. Group 5: Combating Market Malpractices - The "Opinions" adopt a zero-tolerance approach towards fraudulent activities, including false issuance, financial fraud, insider trading, and the dissemination of misleading information through social media [7]. - It highlights the importance of collaboration with law enforcement to combat illegal activities that harm investor interests [7]. Group 6: Encouraging Proactive Compensation Measures - The "Opinions" promote the establishment of a diversified dispute resolution mechanism for securities and futures disputes, encouraging proactive compensation from controlling shareholders and actual controllers of companies facing significant delisting risks [8]. - It suggests that companies should provide cash options and other protective measures for investors in cases of voluntary delisting or significant operational changes [8].

Core Viewpoint - The sudden death of Wang Linpeng, the actual controller and CEO of Juran Zhijia, has sent shockwaves through the home furnishing industry, raising questions about the future of the company and the circumstances surrounding his demise [4][6][11]. Group 1: Background and Career of Wang Linpeng - Wang Linpeng was born in 1969 in a rural family in Hubei and showed academic promise from a young age [13][15]. - He graduated from Beijing Technology and Business University in 1986 and began his career in the Ministry of Commerce, quickly rising through the ranks in various state-owned enterprises [16][18][20]. - In 1999, he took over as president of Juran Zhijia after a devastating fire, transforming the struggling company into a successful chain [28][30]. Group 2: Business Strategies and Innovations - Wang implemented innovative strategies such as the "advance compensation" mechanism to build consumer trust, which became a hallmark of Juran Zhijia [36][40]. - Under his leadership, the company expanded rapidly, with over 300 stores by 2019 and plans to reach 407 stores by the end of 2024 [42]. - Wang's collaboration with competitors, such as the partnership with Red Star Macalline, showcased a unique "co-opetition" strategy to maintain market order [48][50]. Group 3: Financial Growth and Capital Market Engagement - In 2018, Juran Zhijia raised 13 billion RMB from investors including Alibaba, which significantly boosted its capital and digital transformation efforts [58][60]. - The company went public in December 2019, achieving a market value of 63 billion RMB on its first day, making it a leader in the home furnishing sector [64][70]. - By 2023, Juran Zhijia's digital platform "Dongwo" had a transaction volume of nearly 97.4 billion RMB, indicating strong growth in its digital services [71]. Group 4: Challenges and Future Outlook - Despite initial success, Juran Zhijia faced declining profits from 2022 to 2024, with net profits dropping significantly each year [84]. - The death of Wang Linpeng adds to the challenges facing the company, as it navigates a transition towards a digital and service-oriented model [85][86].

Core Viewpoint - *ST Guandao (839680.BJ) is likely to become the first company to be forcibly delisted from the Beijing Stock Exchange due to significant violations, following seven years of financial fraud [1][2]. Group 1: Financial Fraud Details - From 2018 to mid-2024, *ST Guandao systematically engaged in financial fraud, inflating revenue and costs through fake contracts, invoices, and other documents [2]. - The inflated revenue figures for the years 2018 to mid-2024 were 143 million, 192 million, 223 million, 249 million, 304 million, 283 million, and 72 million respectively, with proportions of reported amounts being 87.34%, 95.39%, 98.96%, 85.87%, 99.39%, 98.14%, and 88.11% [2]. - The inflated costs during the same period were 65 million, 85 million, 117 million, 133 million, 163 million, 152 million, and 39 million, with proportions ranging from 83.30% to 99.13% of reported costs [2]. Group 2: Regulatory Actions - The former chairman and other executives faced severe penalties, including a fine of 15 million and a lifetime ban from the securities market for the chairman, while the financial officer was fined 5 million and also banned for life [4]. - The Beijing Stock Exchange issued a notice to *ST Guandao regarding the termination of its stock listing, citing the serious violations [1][4]. Group 3: Impact on Stakeholders - Minmetals Securities, as the sponsor and continuous supervision institution, failed to fulfill its responsibilities, leading to a proposed 220 million fund for compensating affected investors [5][6]. - The establishment of the compensation fund is based on Article 93 of the Securities Law, which has been previously utilized in other cases [6].

Core Viewpoint - *ST Guandao is facing potential delisting from the Beijing Stock Exchange due to serious financial misconduct, including falsifying financial reports and overstating revenue and costs from 2018 to 2024 [1][2]. Group 1: Financial Misconduct - The company inflated its revenue by 143 million yuan, 192 million yuan, 223 million yuan, 249 million yuan, 304 million yuan, 283 million yuan, and 72 million yuan for the years 2018 to 2024 H1, respectively, with proportions of 87.34%, 95.39%, 98.96%, 85.87%, 99.39%, 98.14%, and 88.11% of the reported amounts [2]. - Correspondingly, the inflated costs were 65 million yuan, 85 million yuan, 117 million yuan, 133 million yuan, 163 million yuan, 152 million yuan, and 39 million yuan, with proportions ranging from 83.30% to 99.13% of the reported costs [2]. Group 2: Regulatory Actions - The company received a notice from the Beijing Stock Exchange indicating the intention to terminate its stock listing due to violations of listing rules [1]. - The former chairman and actual controller, Jin Wenming, was fined 15 million yuan and banned for life from the securities market for his role in the financial fraud [2][3]. - Other executives, including Zhao Lu, were also penalized and banned from the securities market for their involvement in the misconduct [2][3]. Group 3: Role of the Sponsor - Wukuang Securities, as the sponsor and continuous supervisor, failed to fulfill its responsibilities in verifying the authenticity of the company's financial data and business contracts [3][4]. - The firm announced plans to establish a compensation fund of approximately 220 million yuan to address investor losses due to the company's violations [4]. - Regulatory authorities maintain a strict stance against illegal activities, with ongoing monitoring of other companies and potential violations in the market [4].

Core Viewpoint - *ST Guandao (839680.BJ) is likely to become the first company to be forcibly delisted from the Beijing Stock Exchange due to significant violations, following seven consecutive years of financial fraud [1][4]. Group 1: Financial Fraud Details - The company has been systematically committing financial fraud from 2018 to mid-2024, inflating revenue and costs through fake contracts, invoices, and other documents [6][7]. - The inflated revenue figures for the years 2018 to mid-2024 are as follows: 143 million, 192 million, 223 million, 249 million, 304 million, 283 million, and 72 million, representing 87.34%, 95.39%, 98.96%, 85.87%, 99.39%, 98.14%, and 88.11% of the reported amounts respectively [7]. - The inflated costs during the same period were 65 million, 85 million, 117 million, 133 million, 163 million, 152 million, and 39 million, with proportions ranging from 83.30% to 99.13% of the reported costs [7]. Group 2: Regulatory Actions and Penalties - The China Securities Regulatory Commission (CSRC) has publicly disclosed the seven-year financial fraud, leading to severe penalties for the company's executives [6][10]. - The former chairman and actual controller, Jin Wenming, was fined 15 million and banned for life from the securities market for his role in the fraud [10]. - Other executives, including the former director and financial officer, were also penalized and banned from the market, with the company facing public condemnation and a five-year ban on new listings [10]. Group 3: Impact on Investors and Market - Minmetals Securities, the company's sponsor, failed to fulfill its oversight responsibilities, leading to a proposed 220 million fund to compensate affected investors [11]. - As of June 30, 2025, there were 6,634 shareholders of *ST Guandao, and the compensation fund aims to address their losses due to the company's fraudulent disclosures [11]. - This case serves as a reminder for investors to be cautious in selecting investment targets and emphasizes the need for stricter regulatory oversight of listed companies [11].

Core Viewpoint - *ST Guandao (839680.BJ) is facing mandatory delisting from the Beijing Stock Exchange due to significant violations involving extensive financial fraud over seven years, with over 80% of its revenue derived from inflated figures [1][2][3] Group 1: Company Violations and Penalties - The company has been found guilty of systematic financial fraud, with the China Securities Regulatory Commission (CSRC) confirming the fraudulent activities spanning from 2018 to 2024 [3][4] - The former chairman Jin Wenming and board secretary Zhao Lu received lifetime bans from the securities market and were fined a total of 20 million yuan, with Jin fined 15 million yuan and Zhao 5 million yuan [2][3] - The company reported inflated revenues of 1.43 billion yuan, 1.92 billion yuan, 2.23 billion yuan, 2.49 billion yuan, 3.04 billion yuan, 2.83 billion yuan, and 720 million yuan from 2018 to the first half of 2024, with corresponding inflated costs [4] Group 2: Role of the Underwriter - Wulian Securities, as the underwriter and continuous supervisor, failed to fulfill its responsibilities, leading to a proposed establishment of a 220 million yuan compensation fund for affected investors [6][7] - The firm did not effectively verify the authenticity of the company's financial data and business contracts during the listing process [7] Group 3: Historical Context - *ST Guandao was established in 2003 and listed on the New Third Board in November 2016, later becoming one of the first companies listed on the Beijing Stock Exchange in 2021, indicating it was already in a compromised state prior to its listing [5]