Green Land Company

In: Business and Management

Submitted By glorialiu
Words 2880
Pages 12
目录 1 绿大地大事记 3 2 云南女首富——何学葵 4 2.1创业经历 4 2.2人物剖析 5 2.2.1胆大冒进 5 2.2.2 独断专行 6 2.2.3 任人唯亲 6 3 公司组织结构剖析 7 报告日公司组织结构表 7 3.1 2007年 7 3.1.1 2007.12.31公司组织结构 7 3.1.2 报告期内人事变动 8 3.2 2008年 8 3.2.1 2008.12.31公司组织结构 8 3.2.2 报告期内人事变动 8 3.2.3 问题剖析 9 3.3 2009年 10 3.3.1 2009.12.31公司组织结构 10 3.3.2 报告期内人事变动 10 3.4 2010年 11 3.4.1 2010.12.31公司组织结构 11 3.4.2 报告期内变化 11 3.4.3 问题剖析 13 3.5 2011年 14 3.5.1 2011.12.31公司组织结构 14 3.5.2 报告期内人事变动 15 3.5.3 问题剖析 16 3.6 总结 17 4 欺瞒上市,一触即发——“绿大地事件” 17 4.1 欺瞒上市事件 17 4.1.1 欺瞒上市的高超手段 17 4.1.2 欺瞒上市成功原因剖析 21 4.1.3 针对欺瞒上市问题的措施 27 4.2 后续操作 30 4.2.1 三次变更会计师事务所 30 4.2.2 增发股份的失败 31 4.2.3 五次更改财务报告 33 4.2.4 思考 37 5 从绿大地出发看内部控制 38 5.1 三人帮下,何谈内控? 38 5.2 撒一个谎需要无数的谎来圆 38 5.3 内部控制失灵——高管是源头 39 5.4 独立审计不可或缺 39 5.5 谁为绿大地上市开了后门? 40 5.6 上市的魅力何在? 41 5.7 “内控”离不开“外控”——完善股市惩戒机制和保荐人制度 42 5.8 中国农业类企业为何频频造假? 42

小组分工: * 胡云——主讲人,与李恬、黄敏婷共同撰写“欺瞒上市”部分,参与讨论,撰写反思。 * 孙琳煜——制作展示PPT,负责与主讲人沟通、核对,负责公司及主要高管政治背景资料的搜集,参与讨论,撰写反思。 * 李恬——与胡云、黄敏婷共同撰写“欺瞒上市”部分,参与讨论,撰写反思。 * 丁茜菡——负责撰写何学葵的生平经历、性格分析及经营风格剖析,参与讨论,撰写反思。 * 王玲通——负责撰写绿大地公司的组织结构及高管人员变动部分,及公司主要高管的政治背景研究,参与讨论,撰写反思。 * 陈林——负责撰写绿大地公司的股权结构、外部会计师事务所的聘用问题、三次更改财务报告及增发失败分析,参与讨论,撰写反思。 * 吕阳——负责绿大地事件的法律分析,参与讨论,撰写反思。 * 黄敏婷——与胡云、李恬共同撰写“欺瞒上市”部分,参与讨论,撰写反思。 * 罗琰——负责撰写农业类企业频频造假的深层次原因,参与讨论,撰写反思。 * 刘思涵——组长,负责组织大家参与案例讨论,进行小组分工,搜集行业数据并分析,汇总整合,排版打印,撰写反思。 * 本小组作业系每个团队成员集体讨论,头脑风暴,后认真撰写出来的心血。

1 绿大地大事记

1996年,何学葵成立云南河口绿大地实业有限公司,本人为其法人代表。此为云南绿大地生物科技股份有限公司的前身。
成立之时,我们组最关注到的一件事是:严文艳女士将其借给公司的38万元转为股权投资,而她当时竟未满17岁。我们查找了相关法条,虽然这并没有违背相关规定,但其荒唐性是可想而知的。之后,何学葵还曾公开声明两人绝没有任何关系,这更是此地无银三百两。
2000年,何学葵曾给了蒋凯西(时任云南省审计厅某科科长)11.89万元股份,以招揽此人。
2001年,云南河口绿大地实业有限公司以整体变更方式设立为股份有限公司。
2006年,绿大地第一次上市失败,当时还没有打农业股的牌。
2007年,在蒋凯茜的推荐下,何学葵请来庞明星担任“造假顾问”,为绿大地一边做审计工作,一边帮助其伪造上市资格。
上市时,联合证券为其保荐机构,该保荐机构与深交所仅一墙之隔。且绿大地最大的问题在于:欺瞒上市,只荐不保。…...

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