Founder Technology Group Co.Ltd(600601) : special statement of the board of directors of Founder Technology on the qualified opinions issued by the accounting firm on the company’s 2021 financial report

Founder Technology Group Co.Ltd(600601)

Founder Technology Group Co.Ltd(600601) board of directors on accounting firm

Special instructions for issuing qualified opinions on the company’s 2021 financial report

Shanghui Certified Public Accountants (special general partnership) issued a qualified audit report for the 2021 financial report of Founder Technology Group Co.Ltd(600601) (hereinafter referred to as “Founder Technology” or “the company”).

In accordance with the requirements of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved and the stock listing rules of Shanghai Stock Exchange, the board of directors of the company made a special explanation on the matters involved in the qualified opinion audit report as follows:

1、 Matters involved in the qualified opinion in the audit report

As stated in “III. preparation basis of financial statements – 2. Going concern” and “IX. risks related to financial instruments” in the notes to the financial statements, the financial position, operating results and cash flow of Founder Technology in the reporting period have deteriorated day by day, and the problems in the previous period have not been improved. Founder Technology suffered losses for three consecutive years in 2019, 2020 and 2021. The net losses attributable to the owners of the parent company were 1.329 billion yuan, 920 million yuan and 1.212 billion yuan respectively. The net cash flow from operating activities decreased significantly from 674 million yuan in the previous period to – 16 million yuan in the current reporting period. As of December 31, 2021, the owner’s equity attributable to the parent company was -701 million yuan, the balance of current liabilities was higher than the balance of current assets was 4.362 billion yuan, and the asset liability ratio continued to rise to 108% from 81% and 92% in 2019 and 2020, facing serious operational and financial risks.

At the same time, as stated in the notes “VI. 24 short-term loans”, VI. 31 other payables “, VI. 37 estimated liabilities”, VI. 62 assets with limited ownership or use right “and XIII. Events after the balance sheet date” to the financial statements, founder technology has a large amount of restricted assets and a large amount of overdue debts that cannot be repaid. As of the date of the audit report, the overdue loans and financial leasing of Founder Technology were RMB 1.187 billion. Several lawsuits and arbitration cases were triggered due to overdue debts, resulting in some bank accounts being frozen and a number of assets being mortgaged. Founder Technology is likely to be unable to realize assets and pay off debts in the normal business process, which will have a significant impact on production and operation.

Founder Technology has disclosed the main situations or events that may cause major doubts about the ability of sustainable operation in the notes “III. 2 sustainable operation” and “XIII. Events after the balance sheet date” to the financial statements, and

Founder Technology Group Co.Ltd(600601)

Explain that the management of the company and founder technology have formulated relevant measures to improve the sustainable operation ability in the next 12 months after the balance sheet date. We believe that there is significant uncertainty in the implementation of the follow-up improvement response plan for these matters or situations, and Founder Technology fails to provide practical measures to eliminate the significant uncertainty, and there is still significant uncertainty in the sustainable operation ability of Founder Technology.

We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The “responsibilities of certified public accountants for the audit of financial statements” in the audit report further expounds our responsibilities under these standards. In accordance with the code of professional ethics for Chinese certified public accountants, we are independent of Founder Technology Company and have fulfilled other responsibilities in terms of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for issuing qualified opinions on major uncertainties related to going concern.

2、 The board of directors of the company has reserved opinions on the matters involved in the audit report

1. The financial statements of the company are prepared in accordance with the accounting standards for business enterprises in all major aspects, and fairly reflect the financial position of the company as of December 31, 2021 and the operating results and cash flow of 2021. 2. The matters involved in the qualified opinion in the audit report are objective and true, which is in line with the actual situation of the company. 3. The company will actively take effective measures to improve the company’s business environment, continuously improve the company’s sustainable operation ability, and earnestly safeguard the interests of the company and all shareholders.

3、 Improvement measures for matters related to the qualified opinion of the audit report

1. In 2021, the company completed the renewal or extension of several loans from financial institutions through negotiation with creditors such as financial institutions. In 2022, the company will continue to negotiate debt extension or settlement with creditors such as financial institutions to properly solve all due debts and effectively ensure the sustainable and stable operation of the company.

2. In 2022, continue to stabilize the main business, improve the operation and management ability, and strive to reduce costs and expenses. The net operating cash flow of the company in 2021, 2020 and 2019 were – 16 million yuan, 650 million yuan and 834 million yuan respectively. The cash flow of the company’s main business is stable. Under the condition of stable business, the net operating cash flow of the company in the next 12 months is expected to be positive.

3. The company will continue to optimize and adjust various business segments to ensure the stable operation of PCB business segment, reduce the scale of continuous loss making business, adjust business strategy, and improve the core competitiveness and profitability of various businesses of the company

Founder Technology Group Co.Ltd(600601)

power.

4. Actively negotiate with financial institutions and shareholders to strive for external financial support. In 2021, through negotiation, the company obtained the support of new loan of 225 million yuan from Peking University Founder Group Co., Ltd. and related parties and loan extension of 620 million yuan. Up to now, the reorganization of Peking University Founder Group Co., Ltd. has entered the implementation stage. With the promotion of the reorganization progress of Peking University Founder Group Co., Ltd., it is expected to have a positive impact on the external environment of the company. The company will continue to explore relief methods, explore financing channels, increase financing efforts, and strive to resolve capital risks as soon as possible.

It is hereby explained.

Founder Technology Group Co.Ltd(600601)

(there is no text on this page, which is the signature page of the special note of Founder Technology Group Co.Ltd(600601) board of directors on the qualified opinion of the accounting firm on the company’s 2021 financial report)

(Liu Jian) (Sun min) (Hu bin)

(Wu Jianying)

(Wang Xueli) (Liu Jian) (Wu Wuqing)

Founder Technology Group Co.Ltd(600601) board of directors April 28, 2022

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