Securities code: Liaoning Fu-An Heavy Industry Co.Ltd(603315) securities abbreviation: Liaoning Fu-An Heavy Industry Co.Ltd(603315) Announcement No.: 2022003 Liaoning Fu-An Heavy Industry Co.Ltd(603315) about Liaoning Securities Regulatory Bureau
Announcement on the rectification report of the company taking regulatory measures ordered to correct
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.
Liaoning Fu-An Heavy Industry Co.Ltd(603315) (hereinafter referred to as "the company") received the decision on ordering corrective measures against Liaoning Fu-An Heavy Industry Co.Ltd(603315) issued by Liaoning regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Liaoning Securities Regulatory Bureau") on January 26, 2022 ([2022] No. 4, hereinafter referred to as "the decision"). For details, see the company's announcement: 2022002.
On February 25, 2022, the company held the 10th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors to review and approve the rectification report on the regulatory measures ordered by Liaoning Securities Regulatory Bureau to correct the company. Now the rectification report is disclosed as follows: I. the rectification measures and arrangements
(I) inadequate implementation of internal control system
1. Problem description
The company failed to strictly implement the annual work report and planning procedures of the subsidiary in accordance with the requirements of the management system of Liaoning Fu-An Heavy Industry Co.Ltd(603315) subsidiary.
Among them, Article 11 of the management system of Liaoning Fu-An Heavy Industry Co.Ltd(603315) subsidiary stipulates that the manager of the subsidiary shall organize the preparation of the annual work report of the company and the business plan of the next year within each accounting year, submit it to the board of directors of the subsidiary for deliberation, and then submit it to the annual shareholders' meeting of the subsidiary for approval.
2. Situation description
In the early stage, during the on-site inspection by Liaoning Securities Regulatory Bureau, the company failed to provide the annual work report and business plan of other subsidiaries except Liaoning Metallurgical Design and Research Institute Co., Ltd. for the following main reasons:
As of December 31, 2020, the main financial data problems of the company's subsidiaries are described as follows:
Preface company name registered capital (10000 yuan) shareholding ratio (%) total assets (10000 yuan) net assets (10000 yuan) operating income (10000 yuan) net profit (10000 yuan) board of directors No. direct or indirect
1 Liaoning Fuan Machinery Manufacturing Co., Ltd. 1000000 10026043031496198697364 - 252.35 not set
2 Anshan jinlihuaren economic and Trade Co., Ltd. 500.00 100727751 626.88453367 -63.46 not set
3 Liaoning Xingao Gas Operation Co., Ltd. 800.00 100316532298671350144 290.25 not set
4 Liaoning Fuan gas turbine Co., Ltd. 1000000 79793241702900 39.82 -181.57 has been set
5 Liaoning Metallurgical Design and Research Institute Co., Ltd. 1200000 1007166540459167352070331228198 no company is set
6 Liaoning gasfisen clean energy Co., Ltd. has no company at 1000000 100 0.80 -0.30-0.30
three
As mentioned in the above table, except Liaoning Metallurgical Design and Research Institute Co., Ltd. (hereinafter referred to as the Design Institute), other subsidiaries have relatively small business scale and single business. Therefore, other subsidiaries are relatively simple in the preparation of their annual work report and business plan for the next year, However, all subsidiaries have prepared annual work reports and business plans for the next year.
During the on-site inspection of Liaoning Securities Regulatory Bureau, the company has provided the annual work report and next year's business plan of the Design Institute of important subsidiaries. Considering the small and single business scale and simple preparation of other companies, the company failed to provide Liaoning Securities Regulatory Bureau with the annual work report and next year's business plan prepared by other subsidiaries in time.
3. Rectification of the company
(1) Rectification measures
The company conducted self-examination on the annual work reports and business plans for the next year prepared by its subsidiaries, and required all subsidiaries to prepare them in accordance with the provisions of the subsidiary management system and assign the responsibility to the managers of all subsidiaries. At the same time, the company has required the managers of all subsidiaries to prepare and improve the work report of 2021 and the business plan of 2022 in accordance with the requirements of relevant systems, report it to the Executive Director / board of directors of all subsidiaries for deliberation on January 15, 2022, and submit it to the company (including Liaoning Fuan gas turbine Co., Ltd. to its shareholders' meeting) for approval. (2) Department responsible for rectification
Managers or executive directors of subsidiaries and general affairs department of the company.
(3) Rectification period
The rectification has been completed and will be implemented for a long time.
(II) nonstandard contract management
1. Problem description
(1) The management of the execution process of the procurement contract is not strict, and part of the advance payment paid has no contract basis.
(2) The signing of some sales contracts is not standardized enough, and important terms such as acceptance, payment and the rights and obligations of both parties are not agreed, and there is no contract number and the signature and seal of the customer's legal person.
2. Situation description
(1) The management of the execution process of the procurement contract is not strict, and some of the prepayments paid have no contract basis, mainly including the prepayment of RMB 5.4613 million paid by the design institute to Liaoning Genmao Development Industry Co., Ltd. (hereinafter referred to as Liaoning Genmao) in 2020 and the prepayment of RMB 422767 million paid by the design institute to Anshan Metallurgy Group Power Engineering Co., Ltd. (hereinafter referred to as Anshan metallurgy) in 2020, There is no advance payment clause in the purchase contract provided by the company as the basis for payment, and the signing date of some contracts of Anshan metallurgy is 2021, which does not occur in other purchase contracts of the design institute.
The main reasons for the above situation of the design institute are as follows: 1) Liaoning Genmao is the supplier of the Design Institute of the company's subsidiary, which mainly supplies quicklime and primary desulfurization powder materials to the design institute. In 2020, it has supplied 9.42 million yuan of quicklime to the design institute.
On January 1, 2020, April 1, 2020 and July 1, 2020, the design institute and Liaoning Genmao signed quicklime sales contracts respectively. The agreed supply periods are January 1 to March 31, 2020, April 1 to June 30, 2020 and July 1 to December 31, 2020 respectively. The unit price of products is 340 yuan / ton. Among them, the settlement method and period agreed in the purchase contract are acceptance and monthly settlement. Both parties reconcile on the 1st to 5th of each month and settle the arrears (including freight and 13% VAT invoice) before the 10th of the month after invoicing.
Considering the long-term cooperative business relationship between the two sides, in order to lock the supply of quicklime and reduce the purchase price of products as much as possible, since June 2020, the company has settled with Liaoning Genmao in the form of advance payment, but it has not settled in accordance with the settlement method agreed in the purchase contract, but the business between the design institute and Liaoning Genmao has a real transaction background. As of December 31, 2020, the balance of advance payment from the design institute to Liaoning Genmao was 5.463 million yuan.
2) Anshan metallurgy is the contractor of the engineering construction of the Design Institute, which mainly undertakes the projects of the Design Institute, including the raw fuel yard closure project of Baotou Iron and Steel Union storage center, hazardous waste disposal project, Dalian Xinhu cement 4000t / d cement line supporting technical transformation project, Angang pelletizing B00 project, Bayuquan dust removal project, Angang ironmaking new No. 1 blast furnace project, etc. In 2020, Anshan metallurgy has started the construction of the above projects or actually paid for materials and labor. However, due to the contract agreement or objective reasons of the project, the settlement conditions are not met. In order to ensure the smooth progress of the project, considering that the above-mentioned projects contracted by Anshan metallurgy have started construction, a large amount of funds have been advanced in the early stage, and Anshan metallurgy faced the objective situation of changing from collective ownership to limited liability company in December 2020, the company paid an advance payment. As of December 31, 2020, the balance of prepayment of Anshan metallurgy by the design institute was 422767 million yuan.
(2) The signing of some sales contracts is not standardized, and there is no agreement on important terms such as acceptance, payment and the rights and obligations of both parties, and there is no contract number and the signature and seal of the customer legal person, which is mainly due to the inadequate implementation of some internal control processes of the company and the non-standard management of sales contracts.
3. Rectification of the company
(1) Rectification measures
1) The management of the execution process of the procurement contract is not strict, and part of the advance payment paid has no contract basis. Rectification of the problem:
The specific procurement and payment process of the Design Institute of the company's subsidiary is as follows: relevant personnel fill in the loan application form and contract payment approval form (construction and installation project) to apply for payment → department head / leader in charge of early confirmation → company leader → financial director → cashier to pay.
The company has asked the design institute to strictly implement the above procurement and payment process, pay the settlement payment according to the progress agreed in the contract, and resolutely prevent the recurrence of such situations.
2) The signing of some sales contracts is not standardized enough, there is no agreement on important terms such as acceptance, payment and rights and obligations of both parties, and there is no rectification of contract number and signature and seal of customer legal person:
The company has improved the contract management system and made clear agreements on the signing, change and cancellation, performance and daily management of the contract. And strictly standardize the contract management processes such as contract seal and contract signing.
Strengthen the management of sales contract. The internal audit department of the company will improve the sales contract temsector. At the same time, the company will give full play to the supervision function of the internal audit department and conduct random inspection on the standardization of sales contract signing from time to time every year.
(2) Department responsible for rectification
Sales Department, procurement department, internal audit department and archives management department.
(3) Rectification period
The rectification has been completed and will be implemented for a long time.
(III) problems in the company's information disclosure
1. Problem description
(1) The association with Anshan Hanhu machinery Metal Co., Ltd. (hereinafter referred to as Hanhu machinery), Liaoning Huasheng mould Co., Ltd. (hereinafter referred to as Huasheng mould), Anshan Hengdong resin curing agent Co., Ltd. (hereinafter referred to as Hengdong resin) and Anshan Xintai Thermal Power Co., Ltd. (hereinafter referred to as Xintai thermal power) was not disclosed in the 2020 annual report.
(2) In 2020, the total amount of procurement and sales business between the company and the above four companies was 1015803 million yuan. The company did not disclose it according to related party transactions and did not perform the decision-making procedures of related party transactions. (3) In 2020, the company provided 50 million yuan to related parties and then recovered it. The above capital transactions constitute the non operational occupation of the funds of the listed company by related parties, and the company did not disclose the occupation of the above funds in the 2020 annual report.
2. Situation description
(1) The company did not disclose the relationship with Hanhu machinery, Huasheng mould, Hengdong resin and Xintai thermal power in its 2020 annual report. The total amount of its procurement and sales business was 1015803 million yuan, mainly due to:
The controlling shareholder has no overlapping equity relationship with Hanhu machinery, Huasheng mould, Hengdong resin and Xintai thermal power. Therefore, the company has not identified it as a related party, disclosed its relationship with Hanhu machinery, Huasheng mould, Hengdong resin and Xintai thermal power in the 2020 annual report, or regarded its sales, procurement and sales business as related party transactions, And perform decision-making procedures for related party transactions.
(2) On January 2, 2020, the company paid 50 million yuan in advance to Anshan Dingfeng renewable materials Co., Ltd. (hereinafter referred to as Dingfeng materials), Hanhu machinery, Huasheng mould, Hengdong resin and Beijing Beijing Worldia Diamond Tools Co.Ltd(688028) Walker Technology Co., Ltd. (hereinafter referred to as Beijing Worldia Diamond Tools Co.Ltd(688028) Walker). On January 14, 2020, the above five suppliers will return the advance payment to the company.
3. Rectification of the company
(1) Rectification measures
1) In accordance with article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, the company has defined the criteria for the confirmation of affiliated legal persons and affiliated natural persons, and required the controlling shareholders to submit the list of affiliated legal persons and affiliated natural persons to the company in accordance with the principle of substance over form.
2) The company has comprehensively sorted out the related party transactions and related transactions with Hanhu machinery, Huasheng mould, Hengdong resin and Xintai thermal power. In view of the related party transactions not disclosed in the 2020 annual report and the non operational occupation of funds of the listed company by related parties, the company plans to perform supplementary review and disclosure procedures for the related party transactions that have not been considered, And make corrections and announcements to the 2020 annual report,
3) Conduct a comprehensive self-examination, improve the system construction, and try our best to reduce the possible impact.
In view of the fact that the related funds are used for payment on January 2, 2020 and recovered on January 14, 2020, the funds occupied have been recovered and have not had a material impact on the company, the company will take this as a warning and conduct a comprehensive self-examination and completion
