Securities code: 000410 securities abbreviation: Shenyang Machine Tool Co.Ltd(000410) Announcement No.: 2022-14 Shenyang Machine Tool Co.Ltd(000410)
Announcement on punishment or regulatory measures taken by securities regulatory authorities and exchanges in the past five years and corresponding rectification
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the company” and “listed company”) intend to apply for non-public offering of a shares. According to the relevant requirements of the China Securities Regulatory Commission, the listed company shall disclose the regulatory measures or penalties taken by the securities regulatory authorities and exchanges in recent five years, as well as the subsequent corresponding rectification measures. The relevant information is disclosed as follows: I. The company has been punished by the securities regulatory authorities and the exchange in the past five years
The company has not been punished by the securities regulatory authority and the exchange in the past five years. 2、 Regulatory measures taken by securities regulatory authorities and exchanges in the past five years and rectification measures
(I) regulatory measures
Through self inspection, as of the disclosure date of this announcement, the company has received one regulatory measure from the securities regulatory authority in the past five years. The details are as follows:
1. On January 21, 2021, Liaoning regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Liaoning Securities Regulatory Bureau”) issued the decision on ordering corrective measures for Shenyang Machine Tool Co.Ltd(000410) ([2021] No. 1)
(1) Regulatory measures
Liaoning Securities Regulatory Bureau conducted an on-site inspection on the company in August 2020 and found the following problems: the internal control system is not perfect, a unified internal control system has not been established, the current single system of subordinate branches, subsidiaries and business divisions does not cover all operation links, and the sales and collection, fixed assets management and inventory management systems are missing; Failure to effectively control the procurement business, unreasonable setting of the procurement management department, resulting in its failure to fully perform the procurement management function of the company, and some subsidiaries and some subordinate business departments have not established ERP system; The sales business is not effectively controlled, the sales business management is weak, and the sales contract management and sales return management are not standardized; The fund management system has not been effectively implemented, the requirements of unified loan and repayment have not been strictly implemented, the budget approval of fund allocation has not been strictly implemented, and substantive assessment, rewards and punishment have not been implemented for the budget completion of subsidiaries; The financial management is weak, the company’s accounting policies and accounting estimation system are not updated in time, the accounts receivable management system is not perfect, the reward and punishment measures for the collection of accounts receivable are not formulated, and the collection records of accounts receivable are not kept; The construction of information system does not meet the requirements of internal control, some internal control links of the company are not reflected in the information system, and the role of the information system in internal control is not brought into full play; The company lacks effective control over its branches and subsidiaries; The internal audit department fails to perform effectively; Inaccurate provision of employee resettlement expenses. Liaoning Securities Regulatory Commission decided to take regulatory measures to order the company to make corrections, requiring the company to attach great importance to it, take effective measures to make practical rectification and submit rectification reports.
(2) Rectification
The company attached great importance to the issues mentioned in the decision, timely informed and communicated them to all directors, supervisors and senior managers, and organized relevant personnel to conduct serious self-examination, carefully sort out and analyze the issues involved in the decision, and all of them
Complete rectification. On February 22, 2021, the company announced the rectification report on the decision of Liaoning Securities Regulatory Bureau to order the company to take corrective measures (Announcement No.: 2021-06).
Specific rectification measures include:
In view of the problems existing in the company’s internal control system, the Company re selected and hired a professional management team, adjusted the organizational structure according to the actual operation of the company, and promoted the further improvement of the corporate governance structure. The company promoted the management of enterprises according to law, focused on the objectives, supplemented the weaknesses, comprehensively started the construction of internal control system covering all branches, subsidiaries and business divisions of the company, and improved the internal control system of production, supply and marketing of the company. As of December 31, 2020, the company has revised or formulated 113 systems, covering all links of the enterprise’s internal control. In the future, the company will continue to optimize the system according to the regulatory requirements and the actual situation.
In view of the problems existing in the procurement business, the company adjusted the organizational structure and made it clear that the supply chain management department is the centralized management department of the company’s procurement work, which is responsible for formulating the company’s procurement management system, implementing classified management of procurement matters according to business management activities, and organizing and coordinating the procurement management of various units. In addition, the company has also prepared four procurement systems, which clearly stipulates the basic principles and specific implementation methods of the company’s centralized procurement management, covering the company’s functional departments, central departments and affiliated subsidiaries, implementing classified application and approval authority according to the amount of procurement items, implementing “three important and one large” decision-making procedures for major procurement business, and making decisions, implementation Supervise and implement the whole process control. In view of the problems existing in the sales business, clarify the responsibilities of the Department, and clarify that the marketing service center, as the unified centralized Department of the company’s sales, is responsible for the company’s sales management. In addition, in order to further effectively carry out contract management, the marketing service center implements the linkage mechanism of monthly reconciliation.
In view of the problems existing in the fund management system, the company launched a unified fund management platform according to the adjustment of organizational structure and business structure to realize the centralized management and unified allocation of the company’s funds. In order to strengthen the examination and approval of the fund use budget, the company has implemented the monthly balance system of the fund budget in 2020. All funds and expenditures of the company’s headquarters and subordinate companies can be paid only after the budget examination and approval of the headquarters, realizing the full closed chain management of the fund budget. In view of the problems existing in financial management, the company will sort out and issue new accounting standards. In addition, the company has also formulated a series of financial work plans.
In view of the problems existing in the construction of information system, the company has implemented centralized management on the construction of information system and established a long-term working mechanism. All business units of the company implemented and completed the organizational structure adjustment in 2020. In order to adapt to the new organizational structure and re sort out the business processes of the new structure, all business units comprehensively promoted and implemented ERP. Implement the key control points and control standards in the business process to each node of the system, and further improve the scientific information system.
In view of the problems existing in the management of branches and subsidiaries, the company revised the management system of Shenyang Machine Tool Co.Ltd(000410) branches and subsidiaries to sort out the governance structure of subordinate branches and subsidiaries and ensure compliance operation. For the setting of the board of directors and supervisors, personnel appointment and reporting mechanism of subordinate branches and subsidiaries, the company will adjust them according to the overall control mode and the characteristics of their respective companies.
In view of the problems existing in the internal audit department, the company’s audit and legal department actively implemented the problems raised in the on-site inspection of Liaoning Securities Regulatory Bureau in accordance with the work requirements for the internal audit department and the audit and risk committee to perform their duties in the guidelines for the standardized operation of listed companies. In 2020, the company carried out economic responsibility audit for its subsidiaries, completed the 2020 audit work report, the 2020 company’s internal control self-evaluation report (first draft), and formulated the 2021 audit work plan.
In view of the problems existing in the provision of employee resettlement expenses, the company will summarize the experience and lessons, cooperate with each other, re sort out the existing business processes, jointly optimize and formulate the business docking mode between departments, increase the information transparency of both parties and effectively avoid the occurrence of similar problems. (II) supervision letter
Through self inspection, as of the disclosure date of this announcement, the company has received 4 regulatory letters from securities regulatory authorities and exchanges in the past five years, as follows:
Date of issuance of the letter of introduction document name main content rectification
Department No
The company attaches great importance to the above issues and strengthens the training of directors, supervisors and senior managers on Shen, Further, the strengthening of the securities law disclosed by Yang Machine Tool Co., Ltd. on October 31, 2017 and the third quarter report of Shenzhen 2017 Co., Ltd. show that the company law At the end of the regulatory report period of Shenzhen securities company in November, the letter of January 27 on the listing of shares on the stock exchange belonging to the shareholders of listed companies (the net assets of the company department were -114423395.59 yuan, which was 117.38% lower than that of laws and regulations such as the rules), but the company did not study in 2017 and urged the directors and the supervision department [2017] The above matters were disclosed in the performance forecast announced on October 14 of the following year (No. 106 of phi and senior management). Learn a lesson, take a warning, timely, truly, accurately and completely fulfill the obligation of information disclosure, and prevent such incidents from happening again.
With regard to the problems mentioned in the supervision letter that Shen company plans to lease some equipment from Shenzhen 2019 Yang Machine Tool Co., Ltd. to the controlling shareholders of the company, Shen machinery group and its subsidiaries were promptly issued a copy of the securities year. Most of the controlling shareholders, directors and supervisors of the group’s subordinate companies that actually controlled the company’s supervision of the equipment in February 8 The corporate daily letter (the company department was originally a subsidiary of the company. Due to the supervision letter of senior managers and relevant departments in 2017, the company’s asset sale was changed to be conveyed by the Department of Shenyang Machinery Group, reiterating that it is related to the second subsidiary of [2019], and the equipment leased this time has been strengthened in the previous transaction management system
Date of issuance of the letter of introduction document name main content rectification
Department No
No.) and this year are also the regulated use of related party transactions by the above companies. The relevant lease agreement shows that the standardized management.
The lease term of such equipment is from January 1, 2018
From December 31, 2018 to December 31, 2018, but
The company didn’t hold the meeting until December 28, 2018
The Eastern Conference deliberated and approved the leasing of equipment.
The company attaches great importance to the problems mentioned in the supervision letter, and timely reports about the imperfect internal control system of Shen company, the failure to effectively control the purchase and sales of Shenzhen Yang machine tool shares from the controlling shareholder and the actual controller, the capital controller, directors, supervisors The 2021 limited company management system of securities was not effectively implemented, the supervision of senior managers of financial management and related trading companies in 3 years was weak, and the construction of information system did not meet the requirements of department communication, In response to the 25th official month letter of the regulatory office (the internal control requirements of the company department, the problems existing in the lack of letters to branches and subsidiaries, the lack of effective control in the daily regulatory letter of the manufacturing department, the failure of the internal audit department to formulate comprehensive and effective measures for the performance of the ninth effect of [2021] and the inaccurate provision of employee resettlement expenses, plus sign) And so on. Strengthen the control of internal control, sales and procurement, capital and financial management.
From July 2017 to March 2019, the company’s subsidiaries attached great importance to the above issues, the company Shanghai Younis Industrial Services Co., Ltd., and paid close attention to the directors, supervisors, the company (hereinafter referred to as “Younis”) and many senior managers as well as relevant suggestions on the establishment of “smart manufacturing Valley” in cooperation with Shenyang local government, The excellent staff further strengthened the investment of industrial equipment in Yangji machine tool stock for local development, and the local government gave financial subsidies and corresponding supporting facilities to the securities law, Shenzhen 2022 Co., Ltd. according to the regulation that the total investment of equipment must be higher than that of the securities company listed on the stock exchange in one year. The establishment rules and other laws and regulations are related to 4 transactions
