Yesterday, we published an article "Mingyang Electric Annual Report or Concealment of Major Violations", pointing out that Guangdong Mingyang Electric Co., Ltd. (stock abbreviation: Mingyang Electric; Stock Code: 301291. SZ) or failed to timely disclose the matters that were included in the bidding "blacklist" by State Grid Hubei Electric Power Co., Ltd. (hereinafter referred to as State Grid Hubei) for bribery.
The article also mentions that our research found that Mingyang Electric and its related party Mingyang Smart Energy Group Co., Ltd. (stock abbreviation: Mingyang Intelligent; Stock Code:601615. SH).
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There is a contradiction with the information disclosed by the related party
According to Mingyang Electric's annual report, Zhang Chuanwei is the actual controller of the company, and also controls Mingyang Intelligent, a listed company on the main board, and the two companies are related parties under the same actual control. At the same time, Mingyang Electric and Mingyang Intelligent are in the upstream and downstream of the industrial chain, and Mingyang Intelligent System Company is one of the main customers of Mingyang Electric.
A total of 155 related parties were disclosed in the "Other Related Parties" section of Mingyang Electric's 2023 annual report, and at the same time, Mingyang Electric said that in order to facilitate data statistics and disclosure, the companies with Mingyang Intelligent and serial numbers (29) to (77) are collectively referred to as "Mingyang Intelligent System Company".
Combined with Mingyang Intelligence's annual report and industrial and commercial information, we found that as of the end of 2023, 43 of the 49 companies with "serial numbers (29) to (77)" are still subsidiaries of Mingyang Intelligence, and 6 companies are subsidiaries of Mingyang Intelligence to be disposed of in 2023, including Kaifeng Jieyuan New Energy Co., Ltd. (hereinafter referred to as Kaifeng Jieyuan), Yi'an County Mingyang Wind Power Generation Co., Ltd. (hereinafter referred to as Yi'an Mingyang), Jingbian County Yunneng New Energy Co., Ltd., Lingbi County Mingyang New Energy Co., Ltd., Yumen Xingyang Wind Power Co., Ltd., Zhenglanqi Yueming Energy Wind Power Co., Ltd.
According to 6.3.3 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (revised in 2024), a legal person (or other organization) or natural person who has one of the circumstances described in paragraphs 2 and 3 in the past 12 months or in the next 12 months according to the relevant agreements and arrangements is a related person of the listed company. Among them, the second paragraph refers to legal persons (or other organizations) other than listed companies and their holding subsidiaries that are directly or indirectly controlled by legal persons (or other organizations) that directly or indirectly control listed companies.
In other words, even if Mingyang Intelligent disposes of and sells the above six subsidiaries in 2023, after the disposal and sale, the transactions between Mingyang Electric and the six companies in 2023 should also be included in its related party transactions. In short, it seems that the amount of related party sales to Mingyang Intelligent System Company disclosed in Mingyang Electric's annual report should not be lower than the amount of related party purchases to Mingyang Electric disclosed by Mingyang Electric.
Mingyang Electric's annual report shows that in 2023, Mingyang Electric will only have related sales with Zhongshan Mingyang Electric Appliance Co., Ltd. (hereinafter referred to as Zhongshan Mingyang), Guangdong Borui Tiancheng Energy Technology Co., Ltd. (hereinafter referred to as Borui Tiancheng), and Mingyang Intelligent System Company, with an amount of 1.7633 million yuan, 971,500 yuan, and 589.7058 million yuan respectively. Among them, Zhongshan Mingyang and Borui Tiancheng are not controlled by Mingyang Intelligence. In other words, according to Mingyang Electric's annual report, in 2023, Mingyang Electric's related sales to Mingyang Intelligent System Company will be 589.7058 million yuan.
However, according to Mingyang Intelligent's annual report, in 2023, Mingyang Intelligent's related procurement amount to Mingyang Electric will be 608.8286 million yuan, which is higher than the related sales amount of Mingyang Intelligent System Company disclosed in Mingyang Electric's annual report.
In addition, according to Mingyang Intelligence's annual report, in December 2023, Mingyang Intelligence lost control of Kaifeng Jieyuan and Yi'an Mingyang. According to industrial and commercial information, the new controlling shareholder of Kaifeng Jieyuan is Power Investment Green Power Ronghe New Energy Hubei Co., Ltd. (hereinafter referred to as "Power Investment Green Power"), and the new controlling shareholder of Yi'an Mingyang is China General Nuclear Power Wind Power Co., Ltd. (hereinafter referred to as China General Nuclear Power Wind Power), while Power Investment Green Power and China General Nuclear Power Wind Power are controlled by State Power Investment Corporation and China General Nuclear Power Group Co., Ltd. respectively.
In other words, as of the end of December 2023, Kaifeng Jieyuan and Yi'an Mingyang are no longer controlled by Mingyang Intelligence and Zhang Chuanwei. However, the 2023 annual report disclosed by Mingyang Electric in April 2024 still says that Kaifeng Jieyuan and Yi'an Mingyang are enterprises controlled by Zhang Chuanwei.
Dingxin Communication believed that the impact of the "circuit breaker" was small, so it was not disclosed in time, but it was still punished
We have pointed out in the "Mingyang Electric Annual Report or Concealment of Major Violations" that Mingyang Electric and Zhongshan Mingyang were blacklisted for 3 years by State Grid Hubei in Hubei Province's centralized large-scale bidding from February 23, 2024 to February 22, 2027 for bribery.
Qingdao Dingxin Communication Co., Ltd. (stock abbreviation: Dingxin Communication; Stock Code:603421. SH) disclosed information that Dingxin Communications will be included in the State Grid Hubei Province's centralized large-scale bidding in Hubei Province for two years from February 23, 2024; On February 27, the State Grid Corporation of China (hereinafter referred to as the State Grid) received a notice that the State Grid of China has launched a bidding and procurement "circuit breaker mechanism" for all procurement categories of Dingxin Communication since February 18, and launched an investigation into the suspected violations of Dingxin Communication, and will suspend the bidding qualification of all products and services of Dingxin Communication during the circuit breaker period.
On March 29, Dingxin Communication disclosed that it had been adopted a "circuit breaker mechanism", and the China Securities Regulatory Commission issued a "Notice of Case Filing" to Dingxin Communication overnight. The next day, the Shanghai Stock Exchange issued a letter of inquiry to Dingxin Communication, requiring Dingxin Communication to explain that it received the relevant notice on February 27, 2024, but did not disclose the matter until March 29, 2024, and there was a serious delay in information disclosure.
Dingxin Communication replied that after discussion and analysis, the relevant responsible persons of the company preliminarily believed that the company received an investigation notice, not a penalty notice, and the circuit breaker period did not affect the normal implementation of the company's winning contract; The matters involved in the implementation of the "circuit breaker mechanism" were the personal acts of former employees, and the company did not instruct or instruct former employees to pay bribes, and the former employees of the company were not convicted of bribery; The Company has not received any legal documents or been required to cooperate with the investigation of the judicial and disciplinary authorities, and the relevant effective judgments have not required the Company to bear any responsibility. At the same time, in the first quarter of 2024, the company was adopted to adopt a "circuit breaker mechanism", which will have little impact on the actual annual operating income. For the above reasons, the Company did not disclose the notice after receiving it.
However, as mentioned in our previous article, even though Dingxin Communications gave the above reply to the Shanghai Stock Exchange, it still could not avoid being penalized by the CSRC for failing to disclose the "circuit breaker mechanism" in a timely manner.
In fact, although the "circuit breaker" is a post-event and Dingxin Communication stated in its reply to the Shanghai Stock Exchange that the company believes that the actual impact of the "circuit breaker" on its operating income in 2024 is small, Dingxin Communication's 2023 annual report still discloses relevant information in the "Explanation of Other Balance Sheet Dates", and indicates the possible impact of the "circuit breaker mechanism" on its performance in the "possible risks" section. At the same time, the 2023 annual report of Dingxin Communication was issued by the annual review committee with an unqualified audit report with an emphasis paragraph, and the emphasis paragraph is a "circuit breaker" matter.