Financial News Agency, August 14 (Reporter Yan Jun) ’s “serious flaws in its trustworthiness” and “disappearing board of directors”... Chunhou Fund is being pushed to the forefront of public opinion.
The first is the obvious flaw disclosed in the second quarter report. When Chunhou Fund disclosed the second quarterly report of the fund in 2024, there were only five words "fund manager" in the relevant statements to ensure the authenticity of the content of Chunhou Fund, while the current regulations are "fund manager board of directors and directors". This has led to speculation about whether Chunhou Fund’s quarterly report disclosures have gone through compliance procedures such as board review.
is once again accused of being the "disappearing board". Why does have this guess? What is the truth? With the support of two executives with regulatory backgrounds, why did they blatantly violate the disclosure standards? Is there any hidden secret in this?
is an individual public offering. Chunhou Fund was established in November 2018. The sponsors are all natural persons. Judging from the current equity structure, the top three shareholders are Xing Yuan, Liu Zhiwei and Li Xionghou. The shareholding ratios of the three are in order. 31.2%, 26% and 21%. Wind data shows that as of the latest reporting period, the company's management scale was 35.294 billion yuan, and it has 26 fund products. It has not issued a new product for more than a year. The exposure of
's letter disclosure compliance has also brought to the surface issues such as chaotic governance, lack of compliance and internal control, and even equity disputes in this private small and medium-sized public equity company.
Mystery 1: A rare letter "misses" the reference to "guaranteed by the fund manager's board of directors and directors" in the financial report of
fund products, which is a basic requirement for the authenticity and accuracy of the disclosed information. However, starting from the 2023 annual report In many periodic reports, including the first quarterly report and the second quarterly report of 2024, this statement began to be missing. The guarantee of the authenticity of the report was changed from "guaranteed by the board of directors and directors of the fund manager" to "guaranteed by the fund manager."
And the 2023 annual report also lacks the statement that "the annual report has been signed and approved by more than two-thirds of the independent directors and signed by the chairman of the board." Can it be inferred that when Chunhou Fund released a report related to fund products, it did not perform procedures such as convening a board of directors, nor did it obtain the signatures of more than two-thirds of independent directors and the signature of the chairman of the board. If so, it is both a procedural violation and false information disclosure.
seems to be a subtle change, but it is not subtle at all.
In this regard, reporters from the Financial Associated Press learned from various investigations that in fact, when Chunhou Fund released the fund-related report, it did not go through the procedures such as convening a board of directors, and it was unable to obtain the signatures of two-thirds of the independent directors and the signature of the chairman. From a procedural point of view, There are flaws in both the letter and the letter.
In recent years, fund companies have been full of "loopholes" in the disclosure of regular reports such as annual reports and quarterly reports. After each annual report or quarterly report is disclosed, it is often seen that fund companies patch relevant mistakes, modify expressions, correct typos, etc. However, Chunhou Fund's commitment to the authenticity of its quarterly and annual reports was replaced by "the company's board of directors and directors" with "the fund manager". It does not seem to be a mistake, but it perpetuates the mistake.
According to relevant requirements such as "Document No. 4" and "Document No. 2" on the content and format of information disclosure content and format of securities investment funds, the board of directors and directors of the fund manager shall ensure the authenticity, accuracy and completeness of the contents of the annual report, and promise There are no false records, misleading statements or major omissions, and we shall bear individual and joint liability for its guarantee. The disclosure of the fund's annual report must be signed and approved by more than two-thirds of the independent directors and signed by the chairman of the board.
According to industry practice, the authenticity of periodic reports requires the commitment of the board of directors and directors, which means that shareholders have the bottom line, and the direct responsibility and supervision mechanism of board members ensure the authenticity of periodic reports. As a fund company, the fund manager is not the responsible entity, and naturally cannot make any commitment to the disclosure.
It is worth noting that in addition to strictly marking the content and format of fund disclosures, supervision also clarifies the management and legal responsibilities of disclosures.
According to the requirements of the "Measures for the Administration of Information Disclosure of Publicly Offered Securities Investment Funds", the China Securities Regulatory Commission can regularly evaluate the quality of information disclosure by fund managers and incorporate it into the fund manager's classified supervision and evaluation index system. If fund information disclosure obligors and other relevant personnel violate the provisions of these Measures, supervision may take administrative supervision measures such as ordering corrections, supervisory interviews, issuing warning letters, ordering regular reports, and temporarily not accepting documents related to administrative licensing.
In addition, if the fund manager violates the provisions of the Fund Information Disclosure Measures, resulting in an unsound corporate governance structure, imperfect internal control, etc., administrative regulatory measures shall be taken in accordance with Article 24 of the Fund Law, including restricting business activities and ordering the replacement of directors. , supervisors, senior managers and other measures.
At present, Chunhou Fund has not released a new product for more than a year. Is it related to this? Or is there more to it?
Mystery 2: Why is it accused of being the “disappearing board of directors”?
After Chunhou Fund’s alleged violations were disclosed, “Where is the board of directors? Why is it absent?” became the biggest question.
Could the reason be that Chunhou Fund did not hold a board meeting before the relevant report was released, so the expression "fund management board of directors, directors" cannot be used.
According to the company’s official website, there are seven board members of Chunhou Fund, namely chairman Jia Hongbo, directors Xing Yuan, Dong Weijun, Nie Riming, and three independent directors Liu Changguo, Zhang Hai and Zhou Fei.
A reporter from the Financial Associated Press learned from various investigations that in the 2023 Four Seasons Report, the product authenticity commitment of Chunhou Fund was stated as 'the board of directors and directors of the fund manager', but the board of directors was not held at that time, and there was a false use of "commitment of the board of directors and directors" After discovering this problem, an independent director believed that this behavior was suspected of false disclosure, immediately gave feedback, and requested a board meeting. However, the management still did not convene a board meeting, and adopted the statement "fund manager guarantee" in the 2023 annual report, 2024 first quarter report, and second quarter report.
According to relevant rules, the board meeting of a fund company is generally initiated by the general manager and other management, and relevant proposals that need to be voted are given. The board secretary submits them to each director 10 working days in advance, agreeing on the board meeting time and other procedures.
Why can’t the Chunhou Fund’s board of directors be convened? A reporter from the Associated Press also learned relevant details: After the release of the 2023 Four Seasons Report, a board meeting was organized by the directors. However, due to insufficient directors attending, effective voting on the issues was not possible, and the meeting failed to reach any conclusion.
As for the letter disclosure of the annual report, in addition to requiring the board of directors and directors to bear individual and joint legal responsibilities for the authenticity, accuracy and completeness, it also requires the signature and approval of more than two-thirds of the independent directors and the signature of the chairman of the board.
This link is also "stuck" because the board of directors cannot convene.
Mystery 3: Who is hindering the convening of the board of directors?
Chunhou Fund is an individual public offering, established in November 2018. Judging from the current equity structure, there are 6 natural person shareholders. The top three shareholders are: the company’s legal representative and general manager Xing Yuan holds 31.2% of the shares; Chairman of the Supervisory Board Liu Zhiwei holds 26% of the shares and Li Xionghou holds 21% of the shares.
After the official opening of Chunhou Fund in 2019, due to business needs, the original chairman Xing Yuan was transferred to the general manager. Li Xionghou took over as chairman from May of that year. In June of the same year, the new fifth largest shareholder Dong Weijun was appointed as the company's deputy general manager.
In the following nearly three years, the company's management team has been relatively stable. By 2022, Chunhou Fund will usher in the year with the most frequent management changes.
On April 7, 2022, Li Xionghou, who had served for less than three years, resigned as chairman of Chunhou Fund due to personal reasons, and was replaced by Jia Hongbo, who has a regulatory background. In May of the same year, Chunhou Fund newly appointed Wu Yi as the company’s executive deputy general manager, who also has a regulatory background.
On June 13, 2022, Dong Weijun resigned as deputy general manager before his term of office expired and currently only serves as a director; in addition, at the director level, in March 2022, Sun Yuyang, the former independent director of Chunhou Fund, resigned and was replaced by Zhang Hai; the original Independent director Jiang Qiong resigned before the expiration of her term and was replaced by Liu Changguo.
By 2023, Chunhou Fund has newly appointed Shen Zhiting as the inspector general. Shen Zhiting is Wu Yi’s former colleague at Caitong Fund.
Many company executives and directors resigned before their terms of office expired in 2022. What is even more strange is that on October 7, 2023, Li Xionghou, a shareholder of the company, sued Chunhou Fund due to a labor contract dispute. On October 20, , Li Xionghou chose to withdraw the lawsuit again.
is not a simple reshuffle of senior executives. It is actually an undercurrent of the dispute over the equity of Chunhou Fund.
A reporter from the Financial Associated Press learned that after Li Xionghou and Dong Weijun left office one after another, both of them had plans to transfer their equity and agreed to transfer it to Liu Zhiwei. Xing Yuan also transferred part of his equity to Liu Zhiwei at that time. However, no corresponding equity changes were made. Xing Yuan reported the equity changes to the supervisory authority on the grounds that "the company had equity transactions that did not follow the rules." After understanding the situation,
Supervision stopped the transfer and required the company to make rectifications: first, to return the transferred equity to the old shareholders; second, to issue penalties to the management. This punishment includes Chairman Jia Hongbo.
From the perspective of the industry, it is precisely because of the discord between shareholders that the board of directors cannot convene. This rare public offering violation letter has triggered constant rumors of infighting among shareholders, and exposed the personal issues in public offering in terms of compliance and internal control. deficiencies and confusion in governance.
Mystery 4: What role do executives with regulatory backgrounds play?
In the appointment of senior executives in 2022, Jia Hongbo and Wu Yi, who have regulatory backgrounds, have successively become the chairman and executive deputy general manager of Chunhou Fund. As the incident unfolded, the two were also pushed into the focus of public opinion.
Let’s look at Jia Hongbo first. At that time, Chunhou Fund evaluated him as being young and powerful, with rich work experience, strong industry influence and good reputation in the industry. It was expected that he would inject new vitality and vitality into the development of Chunhou Fund and help the company enter rapid development. new stage. The "disappeared" chairman of
Jia Hongbo, as the former secretary-general of the Asset Management Association of China, also worked in banking, asset management, and public offering industries. What is the reason behind such "disappearance"? If a company is banned from business due to shareholder disputes, it shows the intensity of the turmoil.
Let’s look at Wu Yi again. Announcement information shows that Wu Yi served as deputy chief staff member of the Budget Department of the Yunnan Provincial Department of Finance, deputy chief staff member of the Market Supervision Department of the Futures Department of the China Securities Regulatory Commission, chief staff member of the Fourth Supervision Department of the Fund Department of the China Securities Regulatory Commission, and director of the Comprehensive Department of the Private Equity Department of the China Securities Regulatory Commission. member. After working in the regulatory system for nearly 8 years, he resigned in April 2015.
According to public information such as Standard Trading, one month after leaving the China Securities Regulatory Commission, Wu Yi first worked at Nanhua Futures . During this period, Nanhua Fund, a wholly-owned subsidiary of Nanhua Futures, was established in November 2016. In December of the same year, Wu Yi served as the Inspector General of Nanhua Fund. But in June 2018, Wu Yi joined Caitong Fund as inspector general. Market participants rated him as a very lively person with high emotional intelligence.
