Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2022-011 Nyocor Co.Ltd(600821)
Announcement on the regulatory measures or punishment and rectification of the company taken by the securities regulatory department and the exchange in the past five years
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Nyocor Co.Ltd(600821) (hereinafter referred to as "the company") has been deliberated and approved at the 21st Meeting of the 10th board of directors of the company in 2022. In order to protect investors' right to know and safeguard investors' interests, according to relevant requirements, the company's regulatory measures or penalties taken by securities regulatory authorities and stock exchanges in the past five years are hereby announced as follows:
Since its listing, the company has continuously improved its corporate governance structure, established a sound internal management and control system, standardized the company's operation, and promoted the company's sustainability, stability and stability in strict accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations Healthy development. According to the requirements of relevant laws and regulations, whether the company has been punished or taken regulatory measures by the securities regulatory authorities and the exchange in the past five years is disclosed as follows:
1、 The company has not been punished by the securities regulatory authority or the exchange in the past five years.
2、 The company's regulatory measures and rectification taken by the securities regulatory department and the exchange in the past five years
(I) regulatory measures taken by the securities regulatory authorities and exchanges in the past five years 1. The company received an oral warning on the performance forecast on June 1, 2017. The warning objects are listed companies, directors, independent directors, board secretaries and chief financial officers. The specific contents are as follows:
"The company disclosed the performance forecast on January 25, 2017, and estimated the 2016 annual performance to be - 70 million yuan. On April 26, 2017, the company disclosed the 2016 annual report, and the net profit was - 98.7679 million yuan, an increase of 28.7679 million yuan compared with the performance forecast, with a deviation of 41.1%. The disclosure of the company's performance forecast violated the relevant provisions on performance forecast in the stock listing rules. After the discipline of the Department The punishment group discussed and decided to give oral warnings to the company and the then Chairman Liu Ming, general manager Si Yongsheng, chief financial officer Pang Wei, board secretary Zhao Hong and the convener of the audit committee of the board of directors Luo Hongming in accordance with the relevant provisions of the stock listing rules of the exchange and the standards for handling violations of performance notice. "
2. The first Supervision Department of listed companies of Shanghai Stock Exchange issued the supervision working letter on matters related to the 2019 annual report of Tianjin quanyechang (Group) Co., Ltd. (SSE Gong Han [2020] No. 0290) on March 31, 2020. The main contents of the supervision working letter are as follows:
"On March 12, 2020, jinquanye disclosed the accounting error correction announcement. The net profit attributable to shareholders of Listed Companies in the first three quarters of 2019 was adjusted from -136 million yuan to -193 million yuan, mainly due to the company's supplementary provision for asset impairment loss of 58.2262 million yuan, including 55.2625 million yuan of provision for impairment of fixed assets, 551400 yuan of provision for impairment of construction in progress and impairment of long-term deferred expenses 2.4123 million yuan will be prepared. Important accounting recognition and measurement items such as the time point of the provision for asset impairment and the accuracy and appropriateness of the amount may have a significant impact on the company's financial statements. According to Article 17.1 of the stock listing rules of the exchange, the regulatory requirements for relevant matters are as follows: 1. The company is responsible for the accounting treatment of the above important matters. Your company shall strictly abide by the accounting standards and relevant provisions of the CSRC, prudently judge the accounting treatment of important matters such as asset impairment, fully evaluate the impact of relevant matters, ensure the authenticity, accuracy and integrity of the annual report information, and timely fulfill the obligation of information disclosure. 2. Accountants are responsible for auditing the company's financial reports. The annual audit accountant of the company shall strictly abide by the relevant contents of the accounting standards and audit standards, maintain reasonable professional doubts about the accuracy of the time point of asset impairment and the appropriateness of the amount withdrawn, accurately identify the types of relevant misstatements and whether they are identified as special risks, formulate necessary, feasible and targeted audit plans and procedures, and record relevant matters in detail, Strictly implement the quality control review system and issue appropriate audit conclusions. 3. The company shall do a good job in the information disclosure of relevant risk matters, fully, accurately and timely disclose relevant important information in strict accordance with relevant regulations, and verify the authenticity, accuracy and integrity of relevant information together with the annual audit accountant and relevant intermediaries. When the relevant transaction or impairment has a significant impact, the company shall perform the corresponding internal approval process and disclose it in time in strict accordance with the articles of association and internal authorization. "
3. On July 15, 2020, the company received an oral warning on business operation violations. The warning objects are listed companies and directors and secretaries. The specific contents are as follows:
"It was found that on April 28, 2020, the company disclosed the 2019 annual report, but the internal control evaluation report was not checked online, and the company supplemented the disclosure the next day. August 2019
On August 16, 2019, August 30, 2020, February 28, 2020 and April 27, 2020, the company failed to submit the announcement within the specified time, resulting in the opening of the gate. Meanwhile, the company did not make an appointment for the disclosure time of 2020 semi annual report within the specified time. The above-mentioned acts of the company have violated articles 2.1 and 2.7 of the stock listing rules and the memorandum on daily information disclosure of listed companies No. 2 - Guidelines for information disclosure business and other relevant provisions. After discussion, it was decided to give oral warning to the company and Dong Huatian. "
4. On February 1, 2021, the supervision department of listed companies of Shanghai Stock Exchange issued the decision on paying attention to the supervision of Tianjin quanyechang (Group) Co., Ltd. and Chen Jie, the financial person in charge (SSE Gong Han [2021] No. 0005). The main contents of the supervision letter are as follows:
"It is found that on February 29, 2020, Tianjin quanyechang (Group) Co., Ltd. (hereinafter referred to as * ST quanyechang or company) According to the announcement on the disclosure of the provision for asset impairment, due to the audit and evaluation of the company's major asset restructuring, a comprehensive inspection and impairment test were carried out on the long-term assets as of August 31, 2019. The total amount of provision for long-term asset impairment from January to August 2019 was 58.2262 million yuan. By the end of August 2019, the amount of asset impairment accounted for 21.25% of the company's audited net profit and 24.30% of its net assets in 2018, which had reached the information disclosure standard of the interim announcement, but the company did not disclose it in time.
Due to the failure to accrue the above asset impairment in time, the company corrected the accounting errors in the third quarter report of 2019 on March 12, 2020. The company disclosed that it is currently carrying out a major asset restructuring and will audit and evaluate all the assets and liabilities to be purchased on the base date of August 31, 2019. After the relevant asset impairment test, the company accrued the asset impairment according to the recoverable amount, and based on the evaluation report filed by Tianjin SASAC, the total amount of asset impairment was 58.3605 million yuan for inventory, fixed assets, construction in progress and long-term deferred expenses as of September 30, 2019, and corrected the third quarterly report of 2019. After the correction of accounting errors, in the consolidated financial statements of the company in the third quarter of 2019, the total assets at the end of the period were reduced by 58.3605 million yuan, accounting for 5.02% of the total assets after correction; At the end of the period, the net assets attributable to the shareholders of the listed company decreased by 57.1501 million yuan, accounting for 126.16% of the corrected net assets; The net profit attributable to the shareholders of the listed company was reduced by 57.1501 million yuan, accounting for 29.60% of the corrected net profit.
Regular reports reflect the company's operation and financial conditions, which are the key concerns of investors and may have an impact on the company's share price and investors' decisions. Listed companies should objectively and prudently calculate and disclose the current performance in accordance with the accounting standards. However, the company did not timely withdraw and disclose the provision for asset impairment, and the accrued impairment loss was inaccurate and incomplete, resulting in inaccurate presentation of total assets, net assets, net profit and other items in the financial statements of the third quarter of 2019 and inaccurate disclosure of periodic reports. The above acts of the company violate the relevant provisions of articles 2.1, 2.3, 2.5 and 11.12.5 of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of stocks), as well as the relevant provisions of the accounting standards for business enterprises - Basic Standards and the accounting standards for Business Enterprises No. 8 - asset impairment. As the general manager of the listed company, Chen Jie was responsible for the violation of article 19.2 of the accounting rules of the listed company from January to February, 2020 The provisions of article 3.1.5 and the commitments made in the statement and commitment of directors (supervisors and senior managers). In addition, it is found that the company has withdrawn 58.3605 million yuan of impairment amount for the assets as of September 30, 2019, accounting for 6.05% of the original book value of the corresponding assets; Among them, the impairment amount of fixed assets is 55.2625 million yuan, accounting for 95% of the total impairment amount and 5.95% of the original book value of corresponding fixed assets. In view of the fact that the provision for asset impairment not accrued in time accounts for a small proportion of the original book value and only affects the report of the third quarter of 2019, it can be considered as appropriate.
In view of the above violation facts and circumstances, in accordance with Article 16.1 of the stock listing rules and the measures for the implementation of disciplinary and regulatory measures of Shanghai Stock Exchange, our department has made the following decisions on regulatory measures:
He paid regulatory attention to Tianjin quanyechang (Group) Co., Ltd. and its then deputy general manager and person in charge of accounting of the company, Chen Jieyu.
The company shall take warning, standardize its operation and earnestly fulfill its obligation of information disclosure in strict accordance with laws, regulations and the provisions of the stock listing rules; Directors, supervisors and senior managers shall conscientiously perform their obligations of loyalty and diligence, promote the standardized operation of the company, and ensure that the company discloses all major information in a timely, fair, accurate and complete manner. "
5. On July 22, 2021, the company received an oral warning on illegal business operations. The warning objects are listed companies and directors and secretaries. The specific contents are as follows:
"It is found that on October 30 and December 22, 2020, the company failed to timely submit the announcement of the third quarterly report of 2020, foreign investment and related party transactions, resulting in the opening of the gate. At the same time, on May 18, 2021, the company failed to timely confirm the closed-loop operation of suspension and resumption of trading. The above acts of the company violated articles 2.1, 3.2.2 and 2 of the rules for listing of shares Relevant provisions such as the notice on implementing the closed loop operation of securities suspension and resumption business of listed companies and strengthening the management of suspension and resumption business, the memorandum on daily information disclosure of listed companies No. 2 - Guidelines for information disclosure business handling, etc. After discussion, it was decided to give oral warning to the company and the board secretary. "
6. The company received an oral warning on short-term trading from Shanghai Stock Exchange on January 12, 2022. The warning object is the general manager of the listed company, The details are as follows: "It is found that Yang Guangyu, the mother of you Ming Yang, the then general manager and director of the company, bought and sold the company's shares from September to October 2021, accumulating 20000 shares, with a transaction amount of 170100 yuan, and sold 12000 shares, with a transaction amount of 115000 yuan. All the proceeds from relevant illegal acts of 17740 yuan have been handed over to the company, and he promised to buy the company's 20000 shares from the last transaction No selling transaction shall be conducted within 12 months from the date of joining the company.
The above acts constitute short-term trading and violate Article 44 of the Securities Law (revised in 2019) and articles 1.4 and 3.1.7 of the stock listing rules of Shanghai Stock Exchange (revised in 2020). After discussion, it was decided to give oral warning to you Mingyang, general manager of the company. "
7. On January 25, 2022, the company received the warning letter on short-term trading from Tianjin regulatory bureau of China Securities Regulatory Commission. The warning object is the general manager of the listed company. The specific contents are as follows:
"According to the investigation, when you were a director and senior manager of the listed company Nyocor Co.Ltd(600821) , your mother Yang Guangyu sold 12000 shares of Nyocor Co.Ltd(600821) shares in the securities account under her name on September 27, 2021, with a transaction amount of 114960 yuan, and in September 2021
On October 29 and October 13, a total of 20000 ' Nyocor Co.Ltd(600821) ' shares were purchased, with a transaction amount of 170100 yuan. The above-mentioned acts violate the provisions of subparagraphs 1 and 2 of Article 44 of the securities law.
According to the second paragraph of Article 170 of the securities law, our bureau has decided to take the supervision and management measures of issuing warning letters to you. You should fully draw lessons, strengthen the study of securities laws and regulations, and prevent such violations from happening again. "
In addition to the above circumstances, the company has not been subject to other regulatory measures taken by the securities regulatory authorities and exchanges in the past five years.
(II) rectification
After receiving the above oral warning and supervision letter, the company attached great importance to and actively implemented the rectification, and the relevant problems have been rectified.
In strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the relevant regulations and requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, the company will continue to improve the corporate governance mechanism, standardize operation and management, and promote the sustainable, stable and healthy development of the enterprise
