Securities code: 002816 securities abbreviation: Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) Announcement No.: 2022-008 Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) announcement on the rectification report of the decision on taking corrective measures issued by Shenzhen Securities Regulatory Bureau. The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (hereinafter referred to as "the company") received the decision on taking corrective measures against Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) (No. [2021] 164, hereinafter referred to as "the decision") issued by the Shenzhen regulatory bureau of the China Securities Regulatory Commission (hereinafter referred to as "the Shenzhen Securities Regulatory Bureau") on January 4, 2022, The company is required to rectify the problems pointed out in the decision within 30 days after receiving the decision, and submit a written rectification report to Shenzhen Securities Regulatory Bureau and make an announcement. For details of the decision, please refer to the company's disclosure on cninfo.com on January 6, 2022（ http://www.cn.info.com.cn. ）Announcement on receiving the decision of Shenzhen Securities Regulatory Bureau to order the company to take corrective measures (Announcement No.: 2022-001).
After receiving the letter of decision, the board of directors of the company attached great importance to it, immediately informed and communicated it to all directors, supervisors, senior managers and personnel of relevant departments of the company, held a special meeting to comprehensively sort out and analyze and discuss the issues involved in the letter of decision, and at the same time, in accordance with the company law of the people's Republic of China According to the securities law of the people's Republic of China, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the requirements of the articles of association, and in combination with the actual situation of the company, formulate rectification plans, clarify responsibilities, and practically rectify the problems and requirements put forward in the decision.
The specific rectification measures are reported as follows:
1、 The operation of the third committee is not standardized
The convening procedures of some meetings of the board of directors and the board of supervisors of your company are not standardized, the procedures for the accounting and supervision of large shareholder votes are not standardized, and the minutes of the general meeting of shareholders and the meeting of the board of directors are not standardized, which does not comply with Articles 31, 32 and 44 of the standards for the governance of listed companies (CSRC announcement [2018]) No. 29, the same below) The provisions of paragraphs 1 and 2 of Article 37 and Article 41 of the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22, the same below).
Rectification items:
(1) Standardize the convening process of the company's board meeting, and rectify the incompleteness of the minutes of the company's board meeting.
(2) Standardize the on-site voting, counting and scrutinizing procedures of the company's general meeting of shareholders, and focus on the rectification of the incomplete record of vote tellers, information records and key points of speeches of the company's general meeting of shareholders.
Rectification measures:
The company has organized to study the articles of association, the rules of procedure of the board of directors and the rules of procedure of the general meeting of shareholders. In the follow-up work, the minutes of the board of directors and the general meeting of shareholders will be completed in strict accordance with relevant regulations, and the convening procedures of the meetings of the board of directors and the board of supervisors, the accounting votes of shareholders and the procedures of vote supervision will be standardized, true, accurate and reliable Complete the minutes of the general meeting of shareholders and the meeting of the board of directors.
In addition, the company will irregularly organize relevant personnel in the office of the board of directors to seriously study the rules for the general meeting of shareholders of listed companies and other relevant provisions, strictly follow the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant provisions, carry out the management of the meetings of the board of directors, supervisors and the general meeting of shareholders, promote the diligence of relevant personnel and continuously improve the standard operation level of the company.
Person in charge of rectification: Secretary of the board of directors.
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
2、 Nonstandard management of inside information
Your company did not fill in the insider file for the sale of equity of important subsidiaries, and the memorandum on the progress of major matters related to the issue of shares and the payment of cash for the purchase of equity assets was incomplete, It does not comply with the provisions of Article 6 of the provisions on the establishment of the registration and management system of insiders of listed companies (CSRC announcement [2011] No. 30) and Article 10 of the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5).
Rectification items:
(1) Rectify the management and registration of insiders on major matters of the company.
(2) Rectify the process memorandum filling and archiving of major matters of the company.
Rectification measures:
The company has organized the directors, supervisors and staff of the securities department to seriously study the relevant current systems such as the guidelines for the supervision of listed companies No. 5 - registration and management system of insiders of listed companies, so as to strengthen the cognition and understanding of the registration and file management of insiders of insider information. The staff of the securities department will also improve the degree of care and carefully review the relevant documents to prevent similar errors in future work.
Person in charge of rectification: Secretary of the board of directors.
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
3、 The management of raised funds is not standardized
Some of the raised funds accounts of your company have not signed a tripartite supervision agreement, which does not comply with the provisions of Article 4 of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2012] No. 44).
Rectification items:
In April 2017, according to the progress of the raised investment project, the company used the raised funds to increase the capital of its wholly-owned subsidiaries Dongguan Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) liquid crystal equipment Co., Ltd. and Suzhou Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) ultrasonic equipment Co., Ltd., and set up two special accounts for raised funds: Shenzhen Dalang sub branch 757568213859 of Bank Of China Limited(601988) Co., Ltd. and industrial and Commercial Bank of China 4000103919100361548; The company has adopted special account storage for the two newly established accounts, and the capital utilization of the two accounts has also been reviewed by the recommendation institution Sinolink Securities Co.Ltd(600109) ; The recommendation institution and the audit institution have regularly reviewed and verified the two accounts every year, and the company has fully disclosed the use of the two accounts in the periodic reports over the years; Since the opening sub branches of the two accounts are the opening sub branches of the initial raising account of the company, the company signed a three-party supervision agreement with the two sub branches in the early stage. Due to the incomplete understanding of the relevant rules, we believe that the original three-party supervision agreement can be related to cover the newly established account, so we did not sign a new three-party supervision agreement.
Rectification measures:
The company has organized to study the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and will manage and use the raised funds in strict accordance with the regulatory requirements in the follow-up work.
Person in charge of rectification: the board of directors of the company
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
4、 Weak links in internal control
(I) sales business management
The internal circulation of some acceptance reports in your company's product acceptance management is not timely, resulting in cross period problems in monthly revenue recognition; There are some problems in product delivery management, such as discontinuous number of finished product delivery order, mismatch between number and delivery date, and failure to strictly implement internal product delivery regulations.
The above circumstances do not comply with the provisions of Article 4 of the guidelines for the application of internal control of Enterprises No. 9 - sales business (CK [2010] No. 11).
Rectification items:
(1) As the acceptance report is not transferred from the customer to the salesman, the contract administrator and then to the financial personnel in time, the company has a small number of cross period problems in monthly revenue recognition.
(2) Due to personnel changes and inadequate implementation of some personnel, the number of finished product delivery order is discontinuous, the number does not match the delivery date, and the internal product delivery regulations are not strictly implemented.
Rectification measures:
(1) Rectification of intertemporal problems of monthly revenue recognition caused by untimely circulation of acceptance report:
At present, the company has issued a notice to each subsidiary: the business personnel are required to inform the customer that the relevant personnel will take photos of the acceptance report and give it to our company at the first time after the acceptance report is signed, and the business personnel will send it to the finance as soon as they get the photos of the acceptance report or the acceptance report, so as to avoid the cross period problem of monthly revenue recognition caused by the untimely circulation of the acceptance report.
(2) Rectification of problems such as discontinuous number of finished goods delivery order and mismatch between number and delivery date:
The company reorganized the warehouse keeper and material control personnel to study the document hkd-cw (2018) No. 002 "cost accounting management measures" and explained the numbering rules. In the future, we will also strengthen the training of new employees and strengthen the internal audit work.
Person in charge of rectification: chief financial officer.
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
(II) financial management
Your company purchased servers and related spare parts in large amount in June 2021, but failed to perform the approval procedures for the signing and payment of the purchase contract in accordance with the internal regulations, which is not in line with the provisions of paragraph 1 of Article 4 of the application guidelines for enterprise internal control No. 6 - capital activities (CK [2010] No. 11).
Rectification items:
Rectify the problem that the purchase amount of some equipment approved by Mr. Yu Qi, the general manager of the company, exceeds the approval and decision-making authority of the general manager.
Rectification measures:
Aiming at the non-compliance of purchase contract signing and payment approval procedures, the company has organized and studied the application guidelines for enterprise internal control No. 6 - capital activities (CK [2010] No. 11), the company's internal control system, general manager's working rules, rules of procedure of the board of directors, etc. in the follow-up work, the approval process will be carried out in strict accordance with the authority specified in the system, And strengthen internal audit.
Person in charge of rectification: Chairman and general manager.
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
(III) control of subsidiaries
The weak control of your company's subsidiaries has led to the failure of individual subsidiaries to submit external loans to the board of directors of listed companies for deliberation as required, which is not in line with the provisions of paragraph 1 of Article 94 of the standards for the governance of listed companies.
Rectification items:
On November 28, 2020, the company disclosed the announcement on selling the equity of wholly-owned subsidiaries. The company plans to transfer 100% of the equity of Suzhou ultrasound to Mr. Shen Xingsheng or a non affiliated third party designated by Mr. Shen Xingsheng at the equity transfer price of RMB 106 million. During the period from January to March 2021, Suzhou ultrasound was still in the consolidation scope and control period of the company, and the counterparty led Suzhou ultrasound to conduct external lending business of its own idle funds, which was not submitted to the board of directors of the listed company for deliberation.
Rectification measures:
The company will establish the subsidiary management system, strengthen the learning and implementation of relevant internal control and risk management systems such as the internal audit system, strengthen the compliance awareness of subsidiaries, strengthen the work of the company's audit department, and regularly inspect and supervise the important operation behavior, financial information disclosure and compliance with laws and regulations of subsidiaries, Comprehensively strengthen the control of subsidiaries.
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors.
Rectification time: it has been rectified and continuously improved and strictly implemented in daily work.
5、 Company summary and continuous rectification plan
The detailed and comprehensive on-site inspection conducted by Shenzhen Securities Regulatory Bureau has played an important guiding and promoting role in further standardizing corporate governance, improving internal control system and improving the quality of information disclosure. After this combing and analysis, the company has deeply realized that it and relevant operators have problems and deficiencies in corporate governance, insider information management and internal control. In accordance with the requirements of the Shenzhen Securities Regulatory Bureau, the board of directors issued a letter of supervision to improve the awareness of the company's internal control system and the ability of the company's senior supervisors to continuously carry out the rectification and improvement, and actively improve the company's internal supervision and management according to the requirements of the Shenzhen Securities Regulatory Bureau. As a listed company, standardized operation is the basic requirement for the sustainable and healthy development of the company, which runs through all aspects of the company's operation and management. The company has learned profound lessons and will further strengthen the study of securities laws and regulations in the future, and strictly abide by laws and regulations such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the governance standards of listed companies, the Listing Rules of Shenzhen stock exchange, the management measures for information disclosure of listed companies and the governance standards of listed companies Regulations and normative documents, and taking this rectification as an opportunity, combined with the actual situation of the company, promote the normalization of the company's compliance construction, actively improve the quality of the company's information disclosure, strengthen the awareness of standardized operation, effectively safeguard the interests of the company and the majority of investors, and promote the standardized, sustainable, healthy and stable development of the company.
Shenzhen Hekeda Precision Cleaning Equipment Co.Ltd(002816) board of directors February 8, 2022
