据公告，方正电机此次“吃“警示函源于公司2023年度业绩预告“变脸”。今年1月27日， 公司发布2023年度业绩预告称，预计2023年度实现扣非净利润2000万-3000万元。4月29日，公司又发布了《2023年度业绩预告修正公告》，预计2023年扣非净利润亏损1000万元以内。Due to inaccurate information disclosure and suspicion of violations of information disclosure laws and regulations, Zhejiang Founder Motor has received multiple warning letters and administrative penalty decisions within the past four months. In addition to submitting a written rectification report to the Zhejiang regulatory bureau, Zhejiang Founder Motor also needs to submit relevant explanatory materials to the Shenzhen Stock Exchange before June 6th. The reason for Zhejiang Founder Motor's negative reviews is its repeated violations of disclosure regulations.
On ****, Caijing reported (by journalist Wang Bin) that Zhejiang Founder Motor (002196.SZ), the former leader in new energy electric motors, has been frequently criticized in the capital markets. After being punished by the China Securities Regulatory Commission in February for illegal disclosure of information for many years, the company received a warning letter again due to inaccurate disclosure of information.
Tonight, Founder Motor announced that it had received a decision from the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission on **** regarding the issuance of a warning letter to Zhejiang Founder Motor and related personnel.
According to the announcement, Founder Motor's "warning letter" this time was due to the company's 2023 performance forecast changing. On January 27th, the company released a performance forecast for 2023, stating that it is expected to achieve a non-deductible net profit of 20-30 million yuan in 2023. On April 29th, the company released another "announcement on revision of 2023 performance forecast," which predicts that non-deductible net profit will be less than 10 million yuan in 2023.
Founder Motor's above actions violated the "Regulations on the Management of Information Disclosure by Listed Companies." The Chairman and General Manager of the company, Niu Mingkui, and the Chief Financial Officer and Secretary of the Board of Directors, Mou Jian, are primarily responsible for the above illegal behavior. The Zhejiang Securities Regulatory Bureau issued a warning letter to them, while the securities and futures markets included this in their integrity archives. Founder Motor stated that it will submit a written rectification report within 10 days, learn from its lessons, and never repeat this mistake. In addition to submitting a written rectification report to the Zhejiang Regulatory Bureau, Founder Motor also needs to submit relevant explanatory materials to the Shenzhen Stock Exchange by June 6th (this Thursday).
At the same time, a series of problems in the 2023 annual report of the company also drew the attention of the Shenzhen Stock Exchange, which issued an annual report inquiry letter to Founder Motor on May 23rd. Regarding the revision of the performance forecast, the Shenzhen Stock Exchange requests that the company explain the earliest point in time when the board of directors became aware of the need to accrue quality compensation and goodwill impairment provision, verify and adjust the deferred income tax assets originally recognized, and increase provision for the decline in value of inventory. Furthermore, it needs to clarify its internal decision-making procedures and explain the reasons why the performance forecast was not accurately and reasonably predicted and was not revised in a timely manner.
In addition, the Shenzhen Stock Exchange conducted detailed inquiries regarding the internal control of Founder Motor's financial management and information disclosure management and whether there were major defects and measures for improvement in the future.
Data shows that Founder Motor's main business is the research and development, production, and sales of sewing machine application products, automotive application products (including new energy vehicle driving motors, supporting motors, and powertrain control products), and intelligent controllers.
As the Zhejiang Regulatory Bureau stated in the warning letter, Founder Motor should "strengthen the study of securities laws and regulations, strictly implement financial and accounting management systems, and improve the company's operating level and information disclosure quality."
The reporter from Caijing noticed that in the more than ten years since its listing, Founder Motor's information disclosure evaluation was only rated A in 2019, while the company's information disclosure evaluation for 2022 was rated D. According to the "Evaluation Guidelines" published by the exchanges, the evaluation results of the information disclosure work of listed companies are respectively A (excellent), B (good), C (qualified), and D (unqualified).
(Founder Motor's information disclosure evaluation from 2007 to 2022, image source: Shenzhen Stock Exchange)
Behind Founder Motor's negative evaluation is the company's frequent violations of laws and regulations regarding information disclosure.
Caijing reporters found through announcements that in February of this year, Founder Motor was ordered to correct its behavior, given a warning, and fined 4 million yuan by the Zhejiang Securities Regulatory Bureau due to false entries in its annual reports for five years from 2018 to 2022, with a relatively high proportion of false entries in individual years.
Meanwhile, the company also had undisclosed non-operating funds and undisclosed related transactions. Zhang Min, the former actual controller, Chairman, and General Manager of Founder Motor; Gu Yifeng, former Chairman of the Board of Directors; Feng Rong, former Chairman of the Board of Directors; Niu Mingkui, Chairman of the Board of Directors, General Manager, and former Deputy General Manager; Mou Jian, Chief Financial Officer and Secretary of the Board of Directors; and Xu Huayue, former Chief Financial Officer, are responsible for the above illegal information disclosure behavior.
