Securities code: 002417 securities abbreviation: Suna Co.Ltd(002417) Announcement No.: 2022-012
Shennan Jinke Property Group Co.Ltd(000656) Co., Ltd
Decision of Shenzhen Securities Regulatory Bureau on ordering the company to take corrective measures
Rectification report
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shennan Jinke Property Group Co.Ltd(000656) Co., Ltd. (hereinafter referred to as the “company”) recently received the decision of Shenzhen Securities Regulatory Bureau on Issuing corrective measures against Shennan Jinke Property Group Co.Ltd(000656) Co., Ltd. (hereinafter referred to as the “decision”) issued by Shenzhen regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as the “Shenzhen Securities Regulatory Bureau”), Shenzhen Securities Regulatory Bureau decided to take administrative regulatory measures to order the company to make corrections, and required the company to rectify the problems pointed out in the decision. For details, please refer to cninfo.com.cn published by the company on January 19, 2022 Announcement on receiving the decision on administrative supervision measures of Shenzhen regulatory bureau of China Securities Regulatory Commission (Announcement No.: 2022-002).
After receiving the above 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, and comprehensively sorted out and deeply analyzed the matters involved in the decision, At the same time, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and other laws, regulations, normative documents and the articles of association, conduct a comprehensive self-examination on relevant matters, sort out item by item according to the requirements in the decision, formulate practical rectification plans, clarify responsibilities and implement rectification measures.
The rectification report has been deliberated and adopted at the 17th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors. Now the rectification and relevant information are described as follows:
1、 Rectification measures implemented by the company, completion and relevant instructions
Question 1: the registration and management of insider information is not standardized
Failure to prepare a memorandum on the progress of major events does not comply with the provisions of articles 6 and 10 of the provisions on the establishment of the registration and management system of insiders by listed companies (CSRC announcement [2011] No. 30).
Rectification measures:
1. Strengthening the registration of inside information: in September 2021, the board of directors of the company requested the securities department to strictly abide by the provisions of the CSRC on the establishment of the registration and management system of insiders of inside information by listed companies, as well as the company’s information disclosure management measures, internal reporting system of major information, registration and management system of insiders of inside information and other systems, Strengthen the standardization and timeliness of insider registration, strengthen the implementation of insider registration system, and effectively improve the awareness of compliance operation. During subsequent major events, the company will timely prepare files of insiders of major events and memoranda of progress of major events, urge insiders of insider information to sign and confirm, and timely submit them to Shenzhen Stock Exchange.
Department responsible for rectification: Securities Department
Rectification time: it has been rectified and has been standardized for a long time
Problems 2 and 3: the operation of the meeting is not standardized
Original text of the decision: there are irregularities in the counting of votes at some general meetings of shareholders of your company; The minutes of some shareholders’ meetings are inconsistent with the actual situation; Some senior executives are absent from the shareholders’ meeting without reason; Some remuneration and assessment committee meetings are convened by non independent directors. The above circumstances do not comply with the provisions of Article 26, paragraph 1 of Article 37, paragraph 2 of Article 41 of the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22) and paragraph 2 of Article 38 of the standards for the governance of listed companies (CSRC announcement [2018] No. 29).
Rectification measures:
1. Strengthen the standardized operation of the three committees: in September 2021, the board of directors of the company has required the securities department to standardize the vote counting and supervision procedures, and the related shareholders do not participate in the vote counting and supervision, so as to ensure the standardization of vote counting and supervision. Directors, supervisors and senior managers are required to actively attend or attend the general meeting of shareholders. If they are unable to attend or attend the general meeting of shareholders due to special reasons, directors, supervisors and senior managers are strictly required to issue a written leave slip to the company. At the same time, the board of directors of the company organized directors, supervisors, senior managers and staff of the securities department to carefully study the company law, the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, and strictly abide by the law
2. Improve the composition of special committees: the 17th meeting of the Fifth Board of directors of the company deliberated and adopted, re determined the composition members of each special committee, re elected and adjusted the conveners of each special committee, improved the internal management of the board of directors and strengthened the decision-making role of each special committee.
Department responsible for rectification: Securities Department
Rectification time: it has been rectified and has been standardized for a long time
Third, accounting is not standardized
Original text of the decision: some of your company’s system integration and software sales business have not recognized the income according to the acceptance certificate according to the company’s accounting policies; The recognition of some business income and cost is intertemporal; Some performance awards and wages of non R & D personnel are included in R & D expenditure, and the allocation of employee salary cost is inaccurate; Some prepayments are not carried forward in time and the corresponding income and cost are recognized. The above circumstances do not comply with Article 7 of accounting standards for Business Enterprises No. 6 – intangible assets (CK [2006] No. 3), Article 5 of accounting standards for Business Enterprises No. 9 – employee compensation (CK [2014] No. 8), articles 4 and 13 of accounting standards for Business Enterprises No. 14 – income (CK [2006] No. 3) Accounting standards for Business Enterprises No. 14 – income (CK [2017] No. 22), Article 4 and Article 29. Rectification measures:
1. Improving the professional ability of Accountants: the company organized relevant personnel to seriously study the provisions of the accounting standards for business enterprises in October 2021. And carry out training and continuous learning according to the revised contents of the latest accounting standards for business enterprises issued by the Ministry of finance every year. The company and relevant personnel have learned profound lessons and will focus on strengthening the audit of the authenticity, accuracy and integrity of information involved in all links of financial accounting in the future to ensure the authenticity, accuracy and integrity of information disclosure.
2. Improve cost collection: in November 2021, the company reorganized the expenses of the whole year of 2021, reclassified the expenses of R & D, sales and management in the early stage, collected the costs of all projects according to the project number, and included the expenses of R & D department and technical service department in R & D expenses, sales expenses and management expenses according to the proportion of R & D investment time.
3. Strengthen the internal control process of the company: in October 2021, the company organized personnel from the finance department, internal audit department, securities department, specific business and other important departments to comprehensively sort out the company’s management system, optimize the business and financial management process of the company and its subsidiaries, highlight the compliance requirements and organize training and learning for all employees while improving business efficiency.
Special emphasis was placed on the conditions and requirements of revenue recognition, strict requirements were put on the handover of customer acceptance documents by the sales department, and the backcheck mechanism was launched in the first two months of 2022 to eliminate the cross period of revenue and cost.
Department responsible for rectification: Finance Department
Rectification period: it has been rectified and has been standardized for a long time
Question 4: original text of the decision: in addition, your company also has some problems, such as the company’s system is not updated in time, the implementation is not in place, the internal control of sales and procurement is not standardized, and the inventory impairment test depends on the work of accountants.
Rectification measures:
1. Comprehensively update the sorting system: the company comprehensively sorted and updated the system of the company in October 2021 according to the requirements of the latest laws and regulations, and it is expected to be updated in June 2022.
2. Improve the internal control process of sales and procurement: in October 2021, the company has comprehensively combed and reformulated the business process of its subsidiary Guangzhou Mingcheng Computer Technology Co., Ltd. (hereinafter referred to as “Mingcheng technology”), and formulated the guidance on department responsibilities and work process (hereinafter referred to as “guidance”), focusing on the sales process and procurement process, from project initiation The whole process operations such as due diligence, contract signing, purchase payment, goods warehousing, acceptance, invoicing and accounts receivable collection are guided, the risk points of each key link are identified, and corresponding control measures are formulated to prevent risks.
3. Optimize the management of online OA approval process: in October 2021, the company realized OA review and approval of the subsidiary Mingcheng technology business from the process links of project initiation, contract signing, payment, acceptance and warehousing, strengthened the control of the internal process management of the subsidiary, and implemented the responsibilities to specific posts. It greatly improves the business efficiency and eliminates the lag of information transmission caused by paper approval in the previous sales and procurement process.
4. Improve inventory management: in November 2021, the company organized the finance department, commerce department and procurement department of Mingcheng technology to train relevant accounting standards such as accounting standards for Business Enterprises No. 8 – asset impairment, strengthen the learning and understanding of inventory impairment test methods, and carry out impairment test on inventory in strict accordance with relevant regulations. In the process of impairment test, the company has an in-depth understanding of national policies, industry conditions and business conditions of the company. At the same time, with reference to industry practices and based on the principle of prudence, the company reasonably predicts the impairment status of inventory, so as to improve the accuracy and timeliness of inventory impairment provision.
Departments responsible for rectification: finance department and administration department
Rectification period: in the process of continuous rectification, it will continue to be implemented in a standardized manner in the future
2、 Rectification requirements of the decision
Original text of the decision:
1、 Your company and all directors, supervisors and senior managers should strengthen the study and training of securities laws and regulations, faithfully and diligently exercise their functions and powers for the interests of listed companies and all shareholders, improve the effectiveness of corporate governance, strengthen the management of insider information, improve the internal control system and improve the standard operation level.
2、 Your company should consolidate the foundation of financial accounting, improve the level of accounting, enhance the professional level of financial personnel, ensure the standardization of accounting and financial management, and ensure the quality of financial report information from the source.
3、 Your company should attach great importance to the rectification work and comprehensively sort out and improve the weak links or irregularities in corporate governance, financial accounting and internal control. The board of directors of your company shall hold a special meeting to review the rectification plan and measures, and urge the company to make serious rectification.
Rectification measures:
The company informed all directors, supervisors and senior managers of the letter of decision issued by Shenzhen Securities Regulatory Bureau, and according to the requirements of the letter of decision, has urged all directors, supervisors and senior managers to study the company law, securities law, guidelines for the governance of listed companies, measures for the administration of information disclosure of listed companies Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations and the company’s internal management system. Subsequently, the company will continue to strengthen the training and learning of all directors, supervisors, senior managers and other relevant personnel on corporate governance, insider information management and information disclosure, continuously strengthen the compliance awareness, responsibility awareness and risk awareness of the above personnel, and improve the level of corporate governance and standardized operation. At the same time, under the leadership of the board of directors and management, organize financial personnel from time to time to strengthen the study of professional knowledge and internal control system, strengthen the communication and cooperation between financial departments and business departments, consolidate the basic work of accounting, improve the level of accounting and ensure the standardization of accounting and financial management. The board of supervisors of the company will continue to supervise and urge the financial affairs of the company and the directors and senior managers of the company to perform their duties legally and in compliance.
Through the detailed and comprehensive on-site inspection of the company by Shenzhen Securities Regulatory Bureau, the company has a deep understanding of the problems and deficiencies existing in corporate governance. This on-site inspection has played an important role in further improving corporate governance, standardizing business management awareness and strengthening internal control management. The company will take this rectification as an opportunity to deeply learn lessons, earnestly and continuously implement various rectification measures, strengthen the learning of relevant responsible personnel on relevant laws and regulations, enhance the awareness of standardized operation, improve the level of standardized operation, constantly improve corporate governance, strengthen supervision and implementation, and earnestly safeguard the legitimate interests of the company and all shareholders, so as to realize the standardized, sustainable and Healthy development.
It is hereby announced.
Board of directors of Shennan Jinke Property Group Co.Ltd(000656) Co., Ltd
February 17, 2002
