Feng Wan Aowei is facing the trouble of the post-Chen era: the profit is reduced by nearly half year-on-year

There is no doubt that Chen is the core of the Otto Department. China's "Iron Lady" has always made a high-profile appearance. Like red, like big games, high-profile, often can become the protagonist.

As one of the core businesses of Feng Wan Department, Zhejiang Feng Wan Aowei Steam Turbine Co., Ltd. (hereinafter referred to as Feng Wan Aowei) inherited the main business of getting rich-automobile wheels, and took the lead in developing into a dark horse and an invisible champion in the industry. Since its listing in 2006, Chen has been at the helm until March 20 19, when Chen quietly left his post and resigned as the chairman.

On March 27th, 20 19, Aowei issued the Announcement on Election of the Company's Chairman and Change of Legal Representative, saying that the board of directors recently received an application from Ms. Chen, the chairman of the company, to resign from the positions of the company's chairman, director of the strategy committee of the board of directors, member of the audit committee and member of the nomination committee due to work needs, and the application will take effect as of the date it is delivered to the board of directors of the company.

The announcement also revealed that the board of directors of the company unanimously elected Mr. Chen Bin as the chairman of the company and served as a director of the strategy committee, a member of the audit committee and a member of the nomination committee. Although Chen resigned as the chairman of the company, he continued to serve as a director and a member of the strategy Committee.

It is Chen's son. This means that Chen, 6 1 year-old, has successfully completed the handover of her inheritance and returned to Orwell's behind-the-scenes Feng Wan.

Feng Wan Orwell initiated the post-Chen era. However, when Chen Bin, the new leader of the younger generation, wants to make great efforts, he faces many troubles.

The annual report was delayed again and again, and the net profit was nearly half of the same period last year.

In order to co-ordinate the prevention and control of epidemic situation and the audit and disclosure of annual reports of listed companies, the Shanghai and Shenzhen Stock Exchanges made relevant arrangements on the evening of April 8. Among them, listed companies that cannot disclose the 20 19 annual report on schedule due to the epidemic situation may postpone the disclosure according to regulations, but in principle not later than June 30th.

If there is no "hidden", the average listed company will not delay the annual report to the limit. As noted by Jianjun, Feng Wan Orwell is one of them. Its operating income and net profit are both negative growth, the annual report is issued with a qualified opinion by the audit institution, and the witness report of internal control is issued with a negative opinion.

The data is really not optimistic. On August 4, 2020, Feng Wan Aowei disclosed that the company achieved a total operating income of 4.42 billion in the first half of 2020, down 24.9% year-on-year; Realized a net profit of 250 million, down 48. 1% year-on-year, which was greater than the same period last year; Earnings per share is 0. 12 yuan. During the reporting period, the company's gross profit margin was 22.6%, down 0.8 percentage points year-on-year, and its net profit margin was 7.7%, down 65,438+0.8 percentage points year-on-year.

In fact, this "double drop" has already appeared last year. The annual report disclosed by Feng Wan Aowei on June 24, 2020 shows that the company achieved a total operating income of 1079 billion in 20 19, a year-on-year decrease of1.97%; Realized a net profit of 770 million, a year-on-year decrease of 65,438+09.75%; Earnings per share is 0.36 yuan. During the reporting period, the company's gross profit margin was 20.2%, down 0.5 percentage points year-on-year, and its net profit margin was 7.5%, down 65,438+0.6 percentage points year-on-year.

The illegal loan guarantee is issued with reservations.

It is worth noting that Jianjun noticed that Feng Wan Aowei was issued an unqualified audit report by an accounting firm during the reporting period.

Ernst & Young Huaming Certified Public Accountants pointed out that during the audit, it was found that Feng Wan Aowei's internal control over financial statements had the following major defects:

1. In 20 19, Feng Wan Aowei's parent company Feng Wan Aote Holding Group Co., Ltd. (hereinafter referred to as "Feng Wan Group") indirectly transferred funds from Shaoxing Jiajing Trading Co., Ltd., an affiliated company of Feng Wan Aowei, and its wholly-owned subsidiary Zhejiang Feng Wan Electric Co., Ltd. (hereinafter referred to as "Feng Wan Electric"), occupying illegal funds. The company and Feng Wan Molotov have transferred 740 million yuan to Feng Wan Group, and Feng Wan Group has returned 590 million yuan on 20 19. By the end of 20 19, the balance of illegal funds occupied was150 million yuan.

2. From 2065438 to 2009, Zhejiang Feng Wan Science and Technology Development Co., Ltd. (hereinafter referred to as "Feng Wan Science and Technology"), an affiliated company of Feng Wan Aowei, occupied funds through transfer from Feng Wan Aowei. Feng Wan Aowei has transferred a total of1250,000 yuan to Feng Wan Science and Technology, and Feng Wan Science and Technology returned1250,000 yuan on 20 19.

3. In 2065438+2008, Chongqing Feng Wan Aowei Aluminum Wheel Co., Ltd. (hereinafter referred to as "Chongqing Feng Wan"), a wholly-owned subsidiary of Feng Wan Aowei, pledged its time deposit certificate of 400 million yuan and structured deposit of 206.6 million yuan in Fuzhou Branch of Xiamen International Bank Co., Ltd. to provide a guarantee for Feng Wan Group, the controlling shareholder. Under this guarantee, Feng Wan Group made a plan to Xiamen International Bank Co., Ltd., 20/. 20 19, 12 due to Feng Wan group bank loans overdue 376 million yuan, Chongqing Feng Wan as a guarantor to repay the principal and interest due on behalf of Feng Wan group 380.7 million yuan, resulting in illegal occupation of funds.

4. From 20 18 to 20 19, Feng Wan Aowei Company pledged its time deposit certificate deposited in Baoji Branch of Chang 'an Bank Co., Ltd. to provide guarantee for Feng Wan Group. Under these guarantees, from 2065.438+08 to 2065.438+09, Feng Wan Group borrowed 65.438+53 million yuan from Baoji Branch of Changan Bank Co., Ltd., and its total guarantee for Feng Wan Group was 65.438+59.4 million yuan. In 20 18, Feng Wan group returned a total of 300 million yuan, and the company correspondingly lifted the guarantee of 306 million yuan; In 2065438+2009, Feng Wan Group has repaid the loan of 630 million yuan, and Feng Wan Aowei correspondingly released the guarantee of 658.5 million yuan. As of 20 19, 12 and 3 1, the amount of guarantee that your company has not released is RMB 629.5 million.

V. In 2065438+2009, Meiruiding Lightweight Technology Co., Ltd., a wholly-owned subsidiary of your company, provided credit guarantee for Feng Wan Group's loan of1000000 USD, with the guarantee amount of1000000 USD. At the same time, your company provides liquidity support for loans. As of 20 19, 12 and 3 1 day, the guarantee and liquidity support have not been released, and the amount of guarantee is1000000 USD (equivalent to RMB 697.62 million).

Tai Chi on the red line is ingenious.

In fact, in the past year, Feng Wan Orwell has received many letters of concern from Shenzhen Stock Exchange. As Jianjun noticed, the market value survey even pointed to Feng Wan Aowei becoming the cash machine of the parent company.

Judging from the information disclosed in the first quarterly report, listed companies have admitted their violations, including providing guarantees for controlling shareholders in violation of regulations, and controlling shareholders and related parties occupying non-operating funds.

According to the quarterly report, in 20 19, Feng Wan Aote Group and Shaoxing Jiajing Trading Company, an affiliated company of Feng Wan Aowei, borrowed 530.7 million yuan, but they had all been paid off by March 3 1 day. In addition, the balance of illegal guarantees provided by listed companies to controlling shareholders was 628 million yuan, accounting for 9.92% of the latest audited net assets, which did not reach the warning line of 10%.

This seems to comply with the relevant regulations. However, Market Value Fengyun pointed out in the investigation that Feng Wan Aowei's illegal guarantee was originally aimed at the financing of controlling shareholder of 90 million US dollars. In the first quarter of 2020, the guarantee balance disclosed by listed companies was 628 million yuan, which was converted at the end of 20 19 RMB exchange rate, that is, 6.9762. If the central parity of RMB exchange rate is 7.085 1 on the balance sheet date (that is, the end of March 2020). If we refer to this exchange rate, the converted amount of guarantee provided by listed companies for controlling shareholders will increase to 638 million yuan, accounting for 65,438+0007% of the latest audited net assets, exceeding the minimum standard of 65,438+00%.

According to the Listing Rules of Shenzhen Stock Exchange (revised 20 18), listed companies provide funds or external guarantees to controlling shareholders or their affiliates in violation of the prescribed procedures. If the circumstances are serious, it will trigger "other risk warnings may be imposed on listed companies", that is, they will be capped by "ST". "Serious circumstances" means that the listed company has no feasible solution, or although there is a solution, it is expected that the problem cannot be solved within one month, including the balance of external guarantee provided by the listed company in violation of the prescribed procedures (except for subsidiaries within the scope of consolidated statements of the listed company) of more than 50 million yuan, accounting for more than 65,438+00% of the latest audited net assets of the listed company.

It is through this technique that Feng Wan Orwell escaped this hurdle, which can be described as painstaking.

Buying and selling assets is suspected of being the parent company ATM.

Feng Wan Aowei has problems not only in loan guarantee, but also in asset expansion.

In 2004, Feng Wan Group spun off aluminum alloy automobile wheels, aluminum alloy motorcycle wheels, chemical coatings and casting machines into three independent business entities. Among them, the aluminum alloy automobile hub business, as the core of the group, was split into Feng Wan Aowei and listed on Shenzhen Stock Exchange in 2006.

On July 20 1 1, Feng Wan Group injected the related assets of aluminum alloy motorcycle wheels into listed companies. Feng Wan Aowei acquired 75% equity of Feng Wan Molun by issuing shares at a price of 830 million yuan, with an estimated appreciation rate of 65,438+005.80%.

On June 20 12, Feng Wan Group injected related assets of magnesium alloy wheels into listed companies. Feng Wan Aowei bought 68.8% equity of Feng Wan Magnesium in cash at a price of 38.7832 million yuan, with a value-added rate of 20.90%.

Holding companies not only sell their capital appreciation to listed companies, but also resell them to listed companies by purchasing assets at a premium.

20165438+In 2003 10, Feng Wan Group acquired 0/00% equity of Feng Wan Meridin/kloc-0 and related shareholders' bonds at a price of1880,000 Canadian dollars (about RMB10/million yuan).

Meridin Company, located in Canada, is the largest manufacturer of magnesium alloy parts in the world and the most innovative leading supplier of magnesium alloy parts for automobiles in the world. The company is mainly engaged in the design, research and development, manufacturing and sales of light magnesium materials and components. The main products are magnesium alloy products used in automobile field.

But it is such a good asset. Only two years later, Feng Wan Group sold it to a listed company at a price of 654.38+35 million yuan.

In February 2020, Feng Wan Group injected 55% equity of Feng Wan Aircraft into listed companies at a consideration of RMB 24 1.8 billion, with a value-added rate of 47.99%.

Chen once admitted that the group should take the strategic transportation route. What just puzzles the outside world is how to integrate all the large flows into a company that only produces wheels.

In fact, Feng Wan Orwell's assets developed rapidly through this kind of assets. The data shows that by the end of 20 19, the total assets of listed companies were1398.9 billion yuan, which was 8.45 times higher than that of14.8 million yuan at the initial stage of listing. The net assets * * * reached 66 1 billion yuan, which was 7 15 times higher than the original 810.7 billion yuan.

It is a common practice for many listed companies to divest the parent company's high-quality assets and even slowly load the group's high-quality assets into listed companies. It also belongs to this method to carefully sort out the asset transactions between Feng Wan Aowei and its parent company. It is hard for outsiders to understand that as the parent company of Feng Wan Aowei, it has been using the assets of listed companies to earn a high price difference, and it is a bit unkind to act as a second-hand dealer of Feng Wan Aowei assets.

According to the data, the asset appreciation rate of Feng Wan Aowei acquired by the Group is over 65,438+000% at the highest and over 20% at the lowest, and more direct cash acquisitions have been adopted for many times, even the newly involved assets have to be bypassed by the controlling shareholders.

No wonder it is rumored that listed companies have become self-service ATMs of the parent company!

The chairman is listed as a height limit order.

On July 14, the Beijing News reported that Chen Zhizi, the actual controller, and Chairman Aowei had recently been issued a consumption restriction order entitled "Feng Wan Aowei Chairman Restricted by Zero Violation Guarantee", involving a wholly-owned subsidiary of Aowei. In fact, not only the chairman, but also many senior executives are included in the height limit.

According to Jianjun, Feng Wan Aowei has been subjected to administrative punishment for many times. Among them, environmental protection contains the most. Interestingly, Chen and Aote have always advocated the values of "eternal promotion of value and continuous contribution to society".

In May of 20 1 1 year, Shenzhen Stock Exchange issued the Supervision Letter on Zhejiang Feng Wan Aowei Steam Turbine Co., Ltd. on matters related to prepaid utilities and public cost sharing in 201year;

On July 20 13, due to the untimely disclosure of information, Shenzhen Stock Exchange issued a letter of supervision concern to Zhejiang Feng Wan Aowei Steam Turbine Co., Ltd., and then received inquiry letters from Shenzhen Stock Exchange in August and June, 2065 438+02 respectively.

20 16 was fined by Shanghai Baoshan environmental protection company and Jiading environmental protection company in July and February, respectively. In February, 65438 was fined by Jiading water supply company for sewage discharge. On 20 16, 12, and 3 1 day, the environmental management account of Shanghai Environmental Protection Bureau issued three penalties, including fraud, waste gas, and escaping from supervision and discharging atmospheric pollutants, and were fined 200,000 yuan,/kloc-0.40 million yuan and 800,000 yuan respectively;

20 17 and 20 18 were punished by environmental protection, production safety, fire protection and environmental protection in Yancheng, Jiangsu. In April of 20 18, the Shenzhen Stock Exchange issued a supervision letter due to the suspension of trading, and at the same time, the Shenzhen Stock Exchange issued an inquiry letter due to the 40% decline in profits in 20 17, asset impairment, bad debt provision and other issues; In September, it was issued a supervision letter by Zhejiang Securities Regulatory Bureau;

In February, April, June and July this year, Shenzhen Stock Exchange and Zhejiang Securities Regulatory Bureau respectively issued a number of inquiries, warnings and supervision letters. Among them, the supervision letter of Zhejiang Securities Regulatory Bureau guarantees the controlling shareholder's capital occupation and violation of regulations, and the related party transactions have not been audited and disclosed that Feng Wan Group Company is the controlling shareholder of Feng Wan Aowei.

According to the investigation, from the beginning of 20 18 to March 2020, Feng Wan Group and its related parties occupied Feng Wan Aowei's capital1120.7 million yuan for non-operation, and by the end of 20 19,12, 3 1. Since 20 18, Feng Wan Aowei has provided guarantees for Feng Wan Group in violation of regulations, amounting to RMB 2.2 billion, USD 1 100 million. Up to now, the returned funds have occupied principal and interest, and the balance of illegal guarantee is 80 million US dollars. The above-mentioned capital occupation and illegal guarantee matters failed to fulfill the obligation of information disclosure in accordance with relevant regulations.

It is not easy to be an enterprise. What will happen in Feng Wan Orwell's post-Chen era? We will wait and see.

Jing Jian &; Won the China Enterprise.

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Lawyer Xu Jinzhou of Guangdong Shuangzi Law Firm

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