2025 Independent Director Misconduct Blacklist: *ST Guangdao Independent Director and Central University of Finance and Economics Professor An Xiumei Fined 600,000 Yuan! Chinese Academy of Sciences Researcher Wang Yang Fined 500,000 Yuan

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Recently, the China Association of Listed Companies released the “Implementation Brief of the Independent Director System” (Issue 8), disclosing typical cases of violations by independent directors in 2025. Although the brief does not specify company names or individual names, based on case descriptions and public information, it is possible to infer the specific listed companies and independent directors involved.

One case involves Shenzhen Guangdao Digital Technology Co., Ltd. (Stock abbreviation: *ST Guangdao, Stock code: 839680.BJ), which has been involved in long-term financial fraud. Two former independent directors were lawfully penalized by regulators for failing to effectively oversee and disclose financial reports, highlighting the authorities’ zero-tolerance stance toward dereliction of duty under the reform of the independent director system.

Regulators found that *ST Guangdao engaged in serious financial fraud by creating false purchase and sales contracts, invoices, bank receipts, delivery notices, and warehousing slips to fictitiously inflate sales and procurement activities, thereby artificially increasing revenue and costs. This illegal conduct lasted for a long period and was severe, leading to false disclosures in the 2018-2023 annual reports, the 2024 semi-annual report, and the “2024 Draft Prospectus for Private Placement of Shares” (Draft).

Specifically, from 2018 to the first half of 2024, *ST Guangdao inflated revenue by 143 million yuan, 192 million yuan, 223 million yuan, 249 million yuan, 304 million yuan, 283 million yuan, and 71.66 million yuan, respectively, accounting for over 85% of the reported amounts each period, with a maximum of 99.39%. Corresponding inflated costs were 64.65 million yuan, 85.42 million yuan, 117.36 million yuan, 133.08 million yuan, 162.51 million yuan, 151.90 million yuan, and 38.63 million yuan, also at high proportions of reported costs.

In this case, An Xiumei, then Chair of the Audit Committee and independent director, and Wang Yang, then member of the Audit Committee and independent director, failed to perform their diligent duties. They lacked understanding of the company’s specific operations and major clients, did not thoroughly investigate the company’s dealings with the three major telecom operators, yet signed off on the truthfulness, accuracy, and completeness of the 2020-2023 annual reports, the 2024 semi-annual report, and the “2024 Draft Prospectus,” bearing clear responsibility for the company’s financial fraud.

In September 2025, the Shenzhen Securities Regulatory Bureau imposed administrative penalties on these two negligent independent directors: warning and a 600,000 yuan fine for An Xiumei, and warning plus a 500,000 yuan fine for Wang Yang. Meanwhile, the stock exchange publicly censured both directors, with disciplinary actions recorded in the company’s integrity records, severely constraining their professional reputation.

Additionally, *ST Guangdao was also ordered to correct its misconduct, received a warning, and was fined 10 million yuan by the Shenzhen CSRC. The company’s chairman and other responsible personnel were also fined different amounts, demonstrating the regulators’ comprehensive accountability approach toward financial fraud and dereliction of duty by listed company personnel.

Company and Profile

The involved company is Shenzhen Guangdao Digital Technology Co., Ltd. (*ST Guangdao, 839680.BJ), established in 2004 and based in Shenzhen, Guangdong Province. It is an information solutions provider focusing on smart transportation, smart security, and related fields, mainly engaged in data collection, transmission, analysis, and application. It was previously listed on the Beijing Stock Exchange. Due to the serious illegal activities related to this financial fraud, the company faces the risk of mandatory delisting for major violations, though its operations are currently ongoing normally.

Independent Directors and Profiles

An Xiumei: Former independent director and chair of the Audit Committee at *ST Guangdao (convener), also a professor at Central University of Finance and Economics. She has served as an independent director since September 2020 and has been chairing the Audit Committee since October 2023, overseeing the authenticity, accuracy, and completeness of the company’s financial reports. According to *ST Guangdao’s financial disclosures, from 2021 to 2024, she received pre-tax compensation totaling 307,200 yuan. In media interviews, she stated she had just received the penalty notice and was preparing to defend herself, and that she was not very familiar with the company’s specific operations. However, regulators did not accept her defense, concluding she failed to provide evidence of diligent performance.

WANG, YANG: Male, born in 1966, Canadian citizen, researcher at Shenzhen Institutes of Advanced Technology, Chinese Academy of Sciences, doctoral supervisor, part-time professor at Xiamen University. His research focuses on cloud computing and big data analysis. He has studied and worked at multiple institutions including the Institute of Computing Technology, Chinese Academy of Sciences; University of Alberta, Canada; National University of Singapore; University of New Brunswick, Canada; Atlantic Research Center at IBM Canada; and Illinois Institute of Technology, USA. He has participated in numerous cloud computing and big data projects internationally, published over 50 papers in top journals and conferences such as CACM, IEEE/ACM publications, INFOCOM, and UbiComp, and co-authored one book chapter. He has applied for over 60 patents (including 8 PCT), with more than 20 granted. His innovative work has received awards such as the Alberta Innovation Fund (2009-2011), Fulbright Scholar Award (2014-2015), Cluster2016 Best Paper Nomination, UIC2018 Best Paper Award, IEEE Edge 2020 Best Student Paper Award, and IEEE BigDIA 2021 Best Paper Award. He is an invited reviewer for the prestigious journal “Mathematical Reviews” (since 2016), a reviewer for IEEE Transactions on Parallel and Distributed Systems, and an editorial board member of “Integration Technology.” He has led seven projects with funding exceeding 20 million yuan, including national key R&D projects, National Natural Science Foundation grants, Guangdong key R&D projects, and CAS international cooperation projects.

Wang Yang, then independent director and member of the Audit Committee at *ST Guangdao, has served since June 2022 and became a committee member in October 2023, mainly assisting in financial oversight. He signed off on the truthfulness, accuracy, and completeness of the 2022, 2023 annual reports, 2024 semi-annual report, and the “2024 Draft Prospectus for Private Placement,” but due to neglecting due diligence, was ultimately fined 500,000 yuan and publicly censured.

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