Why Was the Company Secretary Spared in the Disciplinary Action Over a Major Earnings Forecast Discrepancy?

Deep News07-02 20:03

The Shenzhen Stock Exchange recently issued a public reprimand against Oriental Energy Co.,Ltd. (ASX: 002221) and several of its executives.

On July 1st, the exchange released a decision detailing the disciplinary action.

The case stems from the company's earnings forecasts for 2025. On January 31, 2026, Oriental Energy Co.,Ltd. disclosed its initial forecast, projecting a net profit attributable to shareholders of between 34 million and 50 million yuan.

However, on April 21st, the company issued a corrected forecast, revising the estimated net profit to a loss ranging from 130 million to 90 million yuan, a shift from profit to loss.

Just four days later, on April 25th, a second correction was announced, drastically revising the estimated loss to between 983.86 million and 943.86 million yuan.

When the audited annual report was officially disclosed on April 29th, the actual net loss for 2025 was confirmed at 920.59 million yuan.

The Shenzhen Stock Exchange determined that the initial forecast disclosed on January 31st showed a significant discrepancy from the actual results in the annual report. It ruled that the company failed to disclose a truthful, accurate, and complete earnings forecast within the stipulated timeframe, violating relevant regulations.

Consequently, the exchange decided to publicly reprimand Oriental Energy Co.,Ltd.. It also issued public reprimands against Chairman Zhou Yifeng, Director and General Manager Shao Xiao, and Director and CFO Fang Tao, holding them primarily responsible for the violation.

An intriguing question arises: why was Company Secretary Chen Wenxin not included in this list of reprimands?

The reason lies in the dual responsibility system defined by regulations. Rules stipulate that the chairman, general manager, and company secretary are primarily responsible for the disclosure of interim reports.

In contrast, the chairman, general manager, and financial officer bear primary responsibility for the truthfulness, accuracy, and completeness of financial statement disclosures.

In this instance, the core issue was a complete reversal in the profit/loss direction of the earnings forecast, with a discrepancy exceeding 900 million yuan. This was deemed a severe distortion of financial data originating from the operational and financial estimation processes, not an error in the disclosure procedure managed by the company secretary.

Since the violation was rooted in the failure to accurately calculate and disclose performance figures at the operational front end, the Shenzhen Stock Exchange found no grounds to reprimand Company Secretary Chen Wenxin for this specific incident.

Background information shows Chen Wenxin, born in January 1982, holds a bachelor's degree in economics and the required qualifications for a listed company secretary. He has held various financial and investor relations roles and currently serves as the company secretary and vice president of Oriental Energy Co.,Ltd..

However, Chen Wenxin has not been without fault in other matters.

On May 26, 2026, the Jiangsu Securities Regulatory Bureau issued a warning letter to Oriental Energy Co.,Ltd., Chairman Zhou Yifeng, General Manager Shao Xiao, and Company Secretary Chen Wenxin.

This action concerned an arbitration case initiated in Hong Kong on May 13, 2022, involving a maximum amount equivalent to approximately 1.37 billion yuan, representing 12.64% of the company's net assets from its latest audited report at the time.

A ruling was issued by the Hong Kong International Arbitration Centre on May 14, 2025. Subsequently, a Nanjing court ordered the freezing of 801.78 million yuan worth of the company's assets on January 14, 2026, leading to the freezing of equivalent equity in a subsidiary the following day.

The company failed to promptly disclose the occurrence of the arbitration and its subsequent major developments. Furthermore, it omitted this information from its semi-annual and annual reports from 2022 through the first half of 2025, only disclosing the details in an announcement on April 24, 2026.

The Jiangsu regulator found that the company's actions violated regulations and that Chairman Zhou Yifeng, General Manager Shao Xiao, and Company Secretary Chen Wenxin failed to diligently perform their duties, bearing primary responsibility for the information disclosure violations during their tenure.

As a result, the regulatory warning was issued and recorded in the securities market integrity file.

On the same day, a relevant department of the Shenzhen Stock Exchange also issued a supervisory letter to the company and the involved individuals, citing their failure to uphold their duties of diligence and good faith regarding this matter.

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