投資外國企業來臺初次上市公司股票之風險---以康友-KY掏空舞弊案為例

Abstract

隨著各國企業全球化布局的開展，資本市場日漸國際化與自由化，資金移動益加頻繁，我國政府為順應資本市場全球化的趨勢，積極鼓勵外國企業來臺籌募資金。金管會自 97 年起開放外國企業得來臺第一上市（櫃）政策，外國企業來臺上市股票代碼中的KY兩字代表的是註冊地為「避稅天堂」英屬開曼群島（The Cayman Islands ）的簡稱，截至109年12月底來臺初次上市櫃的KY公司共計110家，每年平均約有9家KY公司掛牌，掛牌家數呈現穩定成長。然而109年8月卻驚爆曾經股價高達500元的生技類股康友-KY，疑有被掏空且財報不實之嫌，造成上萬名投資人及借款銀行的莫大損失，110年3月底又傳有英瑞-KY資金吃緊、淘帝-KY財報難產的消息，因而引起主管機關及投資大眾對於投資KY公司風險之高度重視。海外企業回臺第一上市公司其註冊地及主要營運地均在海外，資訊透明度相較本國企業為低，造成主管機關監管的不易及財報簽證會計師查核困難度提高，因而讓缺乏誠信經營的企業主有掏空公司資產的可乘之隙，因此本文經由分析康友-KY掏空舞弊案來龍去脈，藉以重新檢視投資KY公司的風險，並思考主管機關如何強化監管、落實簽證會計師的稽查及提高投資人對投資KY股之風險意識，以遏止類似之案件再發生，重拾投資人對投資KY公司的信心，同時提升資本市場之公信力。Capital market has been evolving increasingly globalized and free, and movement of capital has been becoming much more dynamic and vibrant in tandem with the expansion of international businesses. Facing the trends of globalization of capital market, our government is briskly inviting foreign enterprises to come in-country to solicit funds. By this token, the Financial Supervisory Commission (FSC) stipulated the policy in 2008 to allow and regulate foreign enterprises to be primarily listed in Taiwan. Interestingly, by December 2020, there had been 110 foreign enterprises registered their stocks with KY, the country code for the Cayman Islands, which is considered to be a tax heaven, among those first listed here. With a steady growth of listed foreign enterprises, 9 of them are registered averagely with KY annually. However, in August 2020, Pharmally International Holding Company Limited (hereinafter refer to as ‘Pharmally’), a KY bio-tech company, whose stock price once reached NT$ 500 per share, was suspected of tunnelling and manipulating financial statements, and had caused huge losses for more than 10,000 investors and its borrowing banks. Till the end of March, 2021, Enterex International Limited, a KY company, was reported as being short of funds, and TOPBI International Holdings Limited, another KY company, couldn’t submit its financial statement. A series of similar incidents have triggered alerts for investors and governmental supervisory organs. Because the registration origins and major business circles for these aforementioned foreign enterprises are located on foreign lands, their transparency of information are inferior to that of our domestic companies. Consequently, it raised the difficulty of auditing for supervisory organs and accountants in charge of certifying financial statements, and rendered possibilities for fraudulent-leaning enterprise owners to commit tunneling. Therefore, this study has analyzed the fraud case of Pharmally (KY), and reviewed the risks for investing KY companies. Furthermore, it touches on possible ways for supervisory organs to improve their supervision, for aforementioned accountants to optimize their auditing activities, for investors to increase their awareness to buy KY shares, and ultimately for preventing recurrences of similar cases. It is hoped that by putting these possible ways into practice, investors can be reassured to invest KY companies, and the public confidence to capital market can be restored.