Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-010 Zhejiang Founder Motor Co.Ltd(002196)
About being punished by securities regulatory authorities and exchanges in the past five years
Or announcement of regulatory measures and rectification
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements and major omissions.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) the company plans to implement the project of non-public offering of shares. According to relevant requirements, the company has been punished or taken regulatory measures and rectification by the securities regulatory authorities and the exchange in the past five years as follows:
In the application document for non-public offering of shares submitted by the company on January 11, 2021, the equity structure of CRRC Urban Transportation Co., Ltd., the indirect shareholder of Zhuoyue Automobile Co., Ltd. disclosed in the issuance plan, is inconsistent with the equity structure of CRRC Urban Transportation Co., Ltd. specified in the issuance sponsor work report and lawyer work report, The above-mentioned acts violate the provisions of Article 4 of the measures for the administration of securities issuance by listed companies (Order No. 163 of the CSRC). On May 6, 2021, the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) issued the decision on taking regulatory measures against Zhejiang Founder Motor Co.Ltd(002196) and Mou Jian, the Secretary of the board of directors ([2021] No. 31), and took regulatory measures to order the company to make corrections in accordance with Article 64 of the measures for the administration of securities issuance of listed companies, Mou Jian, the Secretary of the board of directors, as the person in charge directly responsible, took regulatory measures.
Rectification measures:
(1) Strengthen the management of information disclosure and strengthen the internal and external communication mechanism of the company. It is emphasized that all departments should pay close attention to and track the matters related to information disclosure in daily affairs, timely feed back the company’s major information, and strictly implement the company’s internal reporting system of major information, internal control system and other relevant systems. Strengthen the internal communication mechanism of the company, ensure that the disclosure obligations are fulfilled in accordance with laws, regulations and other relevant provisions at the first time of major events, and ensure the timely, true, accurate and complete information disclosure of the company. Strengthen the external communication between the company and the controlling shareholders, indirect controlling shareholders and other subjects, clarify the list of matters that the controlling shareholders, indirect controlling shareholders and other subjects should notify the listed company in time, clarify the contact person between the controlling shareholders, indirect controlling shareholders and other subjects and the listed company, and ensure that relevant subjects notify the company in the first time when major matters change, And assist the company to fulfill its disclosure obligations in accordance with laws, regulations and other relevant provisions.
(2) Clarify the responsibilities of reporting obligors related to information disclosure. Require the relevant reporting obligors of the company to transfer major information in strict accordance with the procedures specified in the internal reporting system of major information, internal control system and other systems, and be responsible for the authenticity, accuracy and integrity of reports and materials; At the same time, the company will incorporate the information disclosure work into the performance appraisal of relevant reporting obligors. If relevant personnel violate the rules of information disclosure due to dereliction of duty, causing serious impact or loss to the company, they will be given sanctions or penalties such as criticism, warning, dismissal and even claim, so as to ensure the implementation effect of the system and the compliance operation of the company.
(3) Strengthen the supervision responsibilities of the board of supervisors of the company. The board of supervisors of the company will further strengthen the supervision of the company’s information disclosure and the performance of the responsibilities of the company’s relevant reporting obligors. If it finds that the information disclosure is not timely and standardized, it will timely report to the board of directors and the general meeting of shareholders or directly report to the securities regulatory authority and relevant departments, so as to effectively perform the supervision responsibilities of the board of supervisors.
(4) Improve the internal control process of the company’s information disclosure, and strengthen the implementation and supervision of the internal control system. The company will continue to strengthen the construction of internal control system, improve the rules and regulations related to information disclosure, comprehensively sort out and rectify the internal control system, approval system and implementation process, comprehensively sort out the internal control risk points, standardize the management of information disclosure process, establish a long-term mechanism for risk prevention and control, and strictly implement and improve the implementation of internal control system. At the same time, the company will strengthen the inspection and supervision of the implementation of the internal control system of information disclosure to ensure compliance with the implementation and management norms of the company’s internal control system.
(5) Strengthen the compliance awareness of directors, supervisors, senior managers and relevant personnel of the company. Subsequently, under the leadership of the board of directors, the company will carry out special training activities from time to time to further improve the understanding of directors, supervisors and senior managers of the company on relevant laws and regulations, strengthen the standardized operation awareness of directors, supervisors and relevant personnel, standardize the behavior of directors, supervisors and relevant personnel, and effectively improve the ability of corporate governance and internal control management. The company will also continue to arrange directors, supervisors, senior managers and relevant personnel to actively participate in relevant training and learning held by the CSRC, the exchange, the association of listed companies and other regulatory authorities.
It is hereby announced.
Zhejiang Founder Motor Co.Ltd(002196) board of directors January 25, 2022
