Research on the financial distress in company has been an important role.Based on reviewing the classic literature, selecting seventy STcompanies in the yea r2007 and 2008, as we as the comparison companies, we built the warning models of financial distress.Results show that the model concludingcor-porate governance variables is beter than hat conclu-ding financial rates o nly, which providing more reliable analysis for us to judge whether the company has the probability of financialdistress

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