On February 1st, 2020, Muddy Waters Research published an 89-page research report, pointing out that Luckin Coffee (hereinafter referred to as "Ruixing"), a Chinese stock company listed on Nasdaq, was fabricating its financial and operational data, saying that "in the third quarter of 2019 and the fourth quarter of 2019, the daily consumption of goods in each store was exaggerated by at least 69% and 88% respectively". On April 2, Ruixing admitted that the fictitious transaction amount was about 2.2 billion yuan, and then its share price plummeted by 80%, and trading was suspended several times during the session. On April 3rd, China Securities Regulatory Commission issued an announcement strongly condemning the financial fraud of Ruixing, saying that it would strictly follow the relevant arrangements of international securities regulatory cooperation, check the relevant situation according to law, resolutely crack down on securities fraud and effectively protect the rights and interests of investors.
As the old saying goes, "If you don’t keep your word, you won’t stand". The Ruixing incident has had a very serious negative impact on the international reputation of China enterprises, and some investors even have a natural sense of rejection of China Stock Exchange, indirectly contributing to the phenomenon that "bad money drives out good money" in the market recently, affecting employees, supply chains, customers and other stakeholders. From the perspective of ESG, this paper will analyze the various contents of "Ruixing Incident" in detail, and provide warning and reference for regulators, enterprises and investors.
First, the background of the "Luckin Coffee" financial fraud incident
(A) the seriousness and negative impact of the Ruixing incident
1. The credibility of enterprise data in China was questioned.
The seriousness of financial information fraud is self-evident. This time, Luckin Coffee directly thundered in the US financial market, crushing the international reputation accumulated by China Stock Exchange in one fell swoop and igniting the trust crisis of China enterprises. In the eyes of more overseas investors, they may not know that Ruixing is a case, nor do they know the industry in which Ruixing is located and the business model adopted, but they will stick to the stereotype that this is a China enterprise and a China enterprise with financial fraud as high as 2.2 billion yuan. So how can we judge whether the data of other China enterprises are equally doubtful?
Based on the principle of information asymmetry, foreign investors will not have a natural trust in China Stock Exchange. On the contrary, China enterprises have to make great efforts to win the favor of investors bit by bit through long-term stable performance level and good corporate governance mechanism. However, Luckin Coffee unscrupulously fabricated a huge transaction amount of up to 2.2 billion yuan, ignoring the law and discipline, and directly sent an extremely negative signal: the credibility of data is insufficient. From good to good, from evil to collapse. The far-reaching impact of "Ruixun Incident" can never be remedied overnight, and the difficulties of China Stock Exchange will only worsen. Even if high-quality enterprises take out powerful third-party forensic materials to endorse and try to prove the authenticity, integrity and effectiveness of their own data, they still need to face the trust stain of "Ruixun Incident".
At the same time, among the top ten institutional shareholders of Ruixing, there are many famous investment institutions such as Bank of America, UBS and Melvin Capital Management Company. Among the funds with heavy positions in Luckin Coffee, there are also internationally renowned asset management companies such as American Funds and BlackRock. The occurrence of this "Ruixing incident" will seriously affect the trust of investors in top asset management institutions in China’s corporate data, leading to incalculable consequences.
2. Directly infringe upon the basic rights and interests of stakeholders.
First, it will directly infringe on the basic rights and interests of employees and consumers. By December 31, 2019, there were 4,507 directly operated stores in Luckin Coffee with tens of thousands of employees. The follow-up progress of the "Ruixing incident" is not optimistic. If it really involves delisting, insolvency or even bankruptcy liquidation, employees will be forced to bear the risk of unemployment at first, and consumers who have prepaid money (such as recharging) will find it more difficult to recover losses. In addition, on the moral and emotional level, Ruixing directly trampled on the trust of employees and consumers, causing bad social impact.
Second, it will endanger the basic rights and interests of investors. Wind data shows that by the end of 2019, there were 158 institutional investors holding Luckin Coffee shares, with a total of 460 million shares, accounting for 23.93% of institutional shares. At the same time, as shown in Table 1, as of April 8, 2020, the total market value of Ruixing has shrunk from 66 billion yuan at the end of 2019 to 7.84 billion yuan, a cliff-like decrease of 88.12%; The market value of circulation fell to 3 billion yuan, less than one-third of the end of 2019.
Third, the corresponding supply chain enterprises will be hit hard. Luckin Coffee’s supply chain includes Ruixing Baking (Tianjin) Co., Ltd., which was established in May 2019 with a registered capital of 200 million yuan, Swiss coffee maker Shelley and franca, syrup supplier Fabry, dairy supplier Fonterra, coffee raw bean trader Mitsui Products and baking factory Taiwan Province Yuanyou, and Louis Dafu, one of the four major grain merchants. There are a lot of payables in the transaction between suppliers and Ruixing. Judging from the sales scale and the number of stores in Luckin Coffee, there is a risk that the payment cannot be settled in time and comprehensively. "Ruixing incident" not only affects the construction of good supply chain relations, but also directly brings huge financial risks to suppliers. Once Ruixun’s financial fraud event turns into a debt crisis, it will be difficult for suppliers to directly circulate customized equipment and goods in the market (such as Ruixun’s customized coffee machine and product packaging, etc.), which may involve huge economic losses.
(B) the basic logic of financial fraud in the Ruixing incident
1. Ruixun’s information disclosure is seriously distorted, and the financial audit mechanism fails.
From the second quarter to the fourth quarter of 2019, Ruixing executives and some employees forged transactions worth about 2.2 billion yuan. As of April 8, 2020, according to the quarterly financial information of Ruixun in Wind database, the total operating income of Ruixun in the second and third quarters of 2019 was 910 million yuan and 1.54 billion yuan respectively, and the financial report in the fourth quarter has not been released. The market expects the revenue in the fourth quarter of 2019 to be between 2.1 billion and 2.2 billion yuan. Therefore, the proportion of financial fraud is conservatively estimated to be as high as 48.35%.
Ruixun’s financial fraud method is still in the investigation stage, but according to the five conclusive evidences and six dangerous signals listed in the "fraud" section of the Muddy Water Report, Ruixun’s financial fraud methods may include, but are not limited to: increasing the pick-up number out of thin air by means of "jumping the number of the pick-up code" and blocking the direct correlation between the pick-up code and the daily order volume, thus increasing the online order volume by 72%; Providing free beverage coupons to existing users to invisibly increase the promotion, while falsely claiming that the proportion of free items continues to decline, and the actual sales price has increased by 9% (accounting for the proportion of listed prices); In the third quarter of 2019, the advertising expenditure was exaggerated by 336 million yuan, and there is reason to suspect that it was used for fraudulent income and forged store profits. Ruixing’s financial information disclosure is seriously distorted, and it is difficult to identify it through standardized audit processes and means. Specifically, Muddy Waters Company used a total of 1,510 employees, including 92 full-time employees and 1,418 part-time employees, to visit 981 stores in Luckin Coffee, collect a total of 25,843 shopping receipts, and shoot 11,260 hours of store videos. The time and economic costs are huge, which can never be completed by the basic financial audit mechanism.
At present, there is no conclusion as to whether Ernst & Young Huaming Certified Public Accountants, which issued the audit report for Ruixing, should bear the responsibility. However, even if the accounting firm has indeed properly fulfilled its expert obligations, the occurrence of the "Ruixing incident" has revealed the natural shortcomings of financial auditing in the face of human fraud and fraud.
2. Ruixun’s internal control has failed and there are major defects.
Luckin Coffee’s 2019 prospectus (Form F-1 of the US Securities and Exchange Commission) shows that the audit results of the consolidated financial statements as of December 31, 2018 show that Rui survived two "major defects" in financial and internal control. According to the definition of the standards formulated by the Accounting Oversight Board (PCAOB) of listed companies in the United States, "material defect" refers to a defect or combination of defects in the internal control of financial reports, and there is the possibility that the material misstatement of annual or interim financial statements has not been reasonably and timely prevented or discovered. Ruixing disclosed that it lacked sufficient accounting and financial reporting personnel, necessary knowledge and experience in applying US GAAP and the rules of the Securities and Exchange Commission (SEC), and financial reporting procedures that met US GAAP and the requirements of the Securities and Exchange Commission (SEC).
Ruixing is a listed Chinese stock company in the United States, which is bound by the Sarbanes-Oxley Act of 2002. Article 404 clearly requires the management to undertake the responsibility of establishing and maintaining a proper internal control structure, and requires listed companies to provide internal control reports and internal control evaluation reports in their annual reports. At present, Ruixing has not disclosed the 2019 financial report and internal control report, but the latest information still cannot confirm that the effectiveness of its internal control has been convincingly improved.
3. Ruixun’s "investor protection" system is lacking.
The way of stock pledge financing is to use the securities held as collateral to obtain loans, without the need for management to sell shares directly. However, when the value of pledged shares falls, the lending institution has the right to ask the borrower to provide more cash or collateral, and may ask for compulsory liquidation when the borrower fails to perform. In the face of financial risks, large-scale stock pledge will cause the stock price of the corresponding securities to plummet, which will harm the remaining investors in the market and form a negative cycle, so it is a key negative danger signal for investors. The research report of Muddy Waters shows that the management of Ruixun has mortgaged nearly 50% of its shares as loan collateral (61 million ADS), accounting for 24% of the total shares of Ruixun, even exceeding the total shares (51 million ADS) placed by Ruixun in May 2019 and January 2020, so investors will face serious financial risks.
Second, the ESG performance level of Luckin Coffee
(1) Environment (e)
Ruixing is a new retail professional coffee operator who mainly sells coffee and related drinks, so its production and business operation objects mainly include the whole process of sales and service of coffee drinks. According to the data of American Professional Coffee Association (SCAA), the water polluted by wastewater in the process of coffee water grinding is 40 times as much as that wasted by urban sewers on average. Ruixing has not released a separate social responsibility report, nor has it disclosed its own treatment and recycling methods of sewage and wastewater on the official website. At the same time, the product packaging of coffee catering service industry is also polluted and wasted. As a new retail coffee operator, Ruixing’s take-away service involves more packaging materials than the average catering service. Even if environmental protection kraft paper packaging bags are used, coffee cups still have problems such as degradation and difficulty in direct recycling. At present, there is no direct evidence that it has been punished by the environmental protection department, but the lack of information about the environmental level of Ruixing makes it impossible to carry out relevant environmental assessment, and the real situation is in doubt.
(2) society (s)
One of the most important points in Ruixun’s business model and brand proposition is to change the coffee consumption experience with the new retail model. Therefore, Ruixun believes in standardized processes and operating mechanisms more than paying attention to the practical needs of employees, uniting corporate cohesion and shaping common values. Ruixing does not encourage or advocate the communication between employees and customers, but only provides the online purchase method of ordering. With fully automatic coffee machine, each order must be completed within 2 minutes, and the completion process of each preset program needs to be supervised by a special person in the monitoring center. Any illegal operation and delay in operation time will be reflected in the performance evaluation process linked to salary and counted by the digital management system. At the same time, even a number of stores will be arranged in the same community, and there is a competitive situation. On the whole, Ruixun’s social development is not sustainable, and its employees have no sense of belonging and consumers’ loyalty is low, which is directly reflected in the fact that Ruixun still needs to take great efforts to promote sales.
(C) Corporate Governance (G)
In terms of organizational structure, Luckin Coffee and Chairman CAR Inc. are both Lu Zhengyao, and its subsidiary, Hydrogen Dynamics Yiwei, reached a strategic cooperation with Luckin Coffee in all-media integration in 2018, involving significant related party transactions. According to the news of Bloomberg on the evening of April 6, Bronstein, Gewirtz & Grossman, a professional class action service agency, announced that it had filed a class action lawsuit against Ruixing and its senior management on behalf of investors, aiming to demand the defendant to compensate for the alleged violation of the Securities Exchange Act of 1934. At the same time, the fourth paragraph of Article 2 of the new Securities Law, which came into effect on March 1, 2020, clearly requires that "securities issuance and trading activities outside People’s Republic of China (PRC) disrupt the market order in People’s Republic of China (PRC) and damage the legitimate rights and interests of domestic investors, they shall be dealt with and investigated for legal responsibility in accordance with the relevant provisions of this Law", and a serious condemnation announcement will be issued for the Ruixing incident, which will resolutely crack down on fraud. Ruixing’s corporate management is bad, its internal control is seriously flawed, and its information disclosure is seriously distorted. The financial fraud of senior executives has involved criminal responsibility including fraud, and it will directly face the early warning risk of delisting.
Third, the ESG logic behind the Ruixing incident
(A) the relevance of ESG and financial performance
ESG integrates environmental, social and governance factors, which can comprehensively reflect the non-financial performance of enterprises and evaluate the long-term sustainable development ability of enterprises. A large number of domestic and foreign literature studies have shown that ESG is related to company valuation, stock returns, financing costs and other factors related to company quality. Cohen et al. (1997) compared the environmental performance and financial performance of manufacturing companies in the S&P500 index, and found that the environmental performance is positively correlated with the intangible assets value of listed companies. This study shows that good environmental performance can increase the valuation of intangible assets of listed companies. In addition to a single environmental factor, Brammer & Millington(2008) discussed the relationship between corporate social performance (CSP) and corporate financial performance (), and found that in the short term, companies with poor CSP performance have better financial performance; But in the long run, companies with good CSP performance have better financial performance.
In 2018, the Green Finance International Research Institute of Central University of Finance and Economics published two research results, namely, Research on the Correlation between ESG Performance of Listed Companies in China and Corporate Performance, and Research on the Correlation between ESG Performance of Listed Companies in China and Corporate Default Risk, which is also one of the important achievements of the China-UK Green Finance Working Group. It is found that ESG performance in manufacturing industry is positively correlated with the company’s P/B ratio and P/E ratio, while ESG performance is negatively correlated with stock risk, which is particularly significant in manufacturing industry. In terms of ESG and bond default rate, it is found that the higher the ESG level, the lower the probability of corporate bond default or downgrade, and the higher the ESG level, the higher the corporate bond yield.
At the same time, some scholars suggest that ESG performance has a negative correlation with the company’s downside risks. Koehler and Hespenheide(2013) believe that ESG problems will lead to corporate crises, and those companies that are clearly prepared to deal with ESG shocks can better mitigate short-term and long-term downside risks. Hoepner et al. (2018) found that ESG problems can benefit shareholders by reducing the company’s downside risks.
(B) ESG is a key indicator to measure the credit quality of enterprises.
If the financial report maps the current credit ability of the enterprise, then ESG can represent the long-term credit quality of the enterprise. Behind Ruixing’s financial fraud is the lack of ESG performance, which implies the moral responsibility of enterprises. In the case of frequent financial information distortion and financial report fraud, ESG information, as the key motivation information hidden behind the financial performance of enterprises, can make up for the lack of financial indicators and provide investors with evaluation methods and indicators to further understand the overall situation of the company.
From the specific indicators, environmental indicators can evaluate the green development, environmental compliance and green degree of the whole life cycle of enterprises, which can comprehensively measure the environmental risk and green sustainable development ability of enterprises; Social indicators evaluate the performance of enterprises in public welfare activities and stakeholder protection, measure the degree of responsibility of enterprises from the perspective of stakeholders, and show the operational ability of enterprises from the side; Governance indicators evaluate the organizational structure, investor relations, information transparency, risk management, etc., and carefully consider the corporate governance capacity and long-term sustainable development capacity.
Fourth, the reference and enlightenment significance of Ruixing incident
(1) Regulatory body: Establish and improve the ESG information disclosure and verification system of enterprises.
Basically, in this Ruixun incident, the regulatory authorities need to speed up the construction of ESG information disclosure system, and gradually establish and improve the corresponding auditing system and supporting mechanism. By requiring and guiding enterprises to disclose ESG information, we can help enterprises improve their credit quality and improve the overall quality of Chinese enterprises. At present, there is still a certain gap between the A-share market and the US stock market in the development of ESG information disclosure, and ESG information disclosure has not been completely enforced, which lacks standardization for the performance of listed companies in non-financial indicators. At the same time, although China’s regulatory authorities have increased the regulatory penalties for listed companies in terms of environment and governance in recent years, overall, the cost of violating laws and regulations of enterprises is still lower than that of the US stock market, and the strong binding nature of enterprises’ supervision needs to be further improved.
In addition, the regulatory authorities should gradually reduce the regulatory barriers in domestic and foreign markets, strengthen the control and supervision of the quality of China Stock Exchange, and strengthen domestic penalties for overseas violations. The new Securities Law, which came into effect on March 1 this year, clearly states that securities issuance and trading activities outside People’s Republic of China (PRC) disrupt the market order in People’s Republic of China (PRC) and damage the legitimate rights and interests of domestic investors, and shall be dealt with and investigated for legal responsibility in accordance with the relevant provisions of this Law. Regarding the Ruixun incident, the statement of China Securities Regulatory Commission on April 3 also stated that the China Securities Regulatory Commission will check the relevant situation in accordance with the relevant arrangements of international securities regulatory cooperation, resolutely crack down on securities fraud and effectively protect the rights and interests of investors.
(2) Enterprise: issue an ESG consulting rating report reviewed by a third party.
From the perspective of enterprises, on the one hand, enterprises need to raise awareness of ESG information disclosure and strengthen their own ESG capacity building. Behind the events such as Ruixing in China Stock Exchange, Kangmei and Kangdexin in A-share, the ESG problem of enterprises has been exposed. Only by solving the bad habits of enterprises from the root and improving their credit quality can we avoid the recurrence of such events. On the other hand, enterprises should issue ESG consulting rating reports reviewed by third parties to enhance the credibility of ESG information disclosure data. Enterprises have the motivation to disclose information that is beneficial to them and avoid information that is unfavorable to them, so it is particularly important to issue a credible third-party review of both financial information and ESG information. At the same time, third-party review is also the second constraint on enterprises besides supervision, which can standardize enterprise behavior to a certain extent and enhance the compliance of enterprise information disclosure.
(C) investors: pay attention to the quality and sustainability of enterprises and avoid speculative business models.
Investors should also pay more attention to long-term value investment. The strategic mode of short-term investment is short-term and unsustainable. In order to obtain long-term sustainable returns, investors should pay more attention to the internal quality of enterprises and tap the endogenous value of enterprises. By incorporating ESG into the investment strategy, we can not only avoid environmental risks, moral risks and governance risks of enterprises, but also screen out investment targets with strong anti-risk ability and strong self-management ability when systemic risks occur, so as to alleviate the market impact and obtain higher returns. In addition, if more and more investors incorporate ESG information into their investment decisions, they can also close down enterprises to improve ESG performance, thus promoting the high-quality development of the whole market.
Author:
Shi Yichen, deputy dean of the International Institute of Green Finance of Central University of Finance and Economics, and dean of the Yangtze River Delta Green Value Investment Institute.
Yang Chenhui is a researcher at the International Institute of Green Finance of Central University of Finance and Economics, and a researcher at the Yangtze River Delta Green Value Investment Institute.
Bao Jie is a researcher at the International Institute of Green Finance of Central University of Finance and Economics, and a researcher at the Yangtze River Delta Green Value Investment Institute.
This article was first published on WeChat WeChat official account: International Research Institute of Green Finance of Central University of Finance and Economics. The content of the article belongs to the author’s personal opinion and does not represent Hexun.com’s position. Investors should operate accordingly, at their own risk.
