Securities code: 002121 securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2021128 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on regulatory measures, penalties and rectification taken by securities regulatory authorities and exchanges in the past five years
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company" or " Shenzhen Clou Electronics Co.Ltd(002121) ") has been listed in strict accordance with the company law and the securities law And the relevant regulations and requirements of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, constantly improve the corporate governance structure, establish and improve the internal control system, standardize the company's operation, and promote the sustainable, stable and healthy development of the company. In accordance with relevant requirements, the company now describes the regulatory measures or penalties taken by the securities regulatory authorities and the exchange and the corresponding rectification in the past five years as follows:
1、 The company has been punished by the securities regulatory authorities and the exchange in the past five years
In the last five years, the company has not been punished by the securities regulatory authorities and the exchange.
2、 Regulatory measures and rectification measures taken by securities regulatory authorities and exchanges in the past five years
1. About "SME board regulatory letter [2017] No. 57"
On May 9, 2017, the management department of small and medium-sized board company of Shenzhen Stock Exchange issued the supervision letter on Shenzhen Clou Electronics Co.Ltd(002121) and related persons (small and medium-sized board supervision letter [2017] No. 57) to the company, the main contents are as follows:
"In 2015, Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as" Shenzhen Clou Electronics Co.Ltd(002121) ") increased the capital of Shenzhen CLP Lvyuan New Energy Vehicle Development Co., Ltd. (hereinafter referred to as" CLP Lvyuan ") with RMB 60 million, and held 55% of its equity after the capital increase. Sun Ping, Zhou Wei, Jiang Minggui, other shareholders of CLP Lvyuan, and China Energy Guodian (Beijing) International Energy Investment Co., Ltd. (hereinafter referred to as" original shareholders ") ）It is promised that the net profit of CLP Lvyuan after deducting non recurring profits and losses in 2015, 2016 and 2017 will not be less than 12 million yuan, 38 million yuan and 70 million yuan respectively.
On December 30, 2016, the announcement on completing the acquisition of 45% equity of Shenzhen CLP Lvyuan New Energy Vehicle Development Co., Ltd., a holding subsidiary, disclosed by Shenzhen Clou Electronics Co.Ltd(002121) shows that in view of the fact that the net profit of CLP Lvyuan in 2015 and January November 2016 failed to reach the promised amount, and the original shareholders failed to compensate the company in cash, Shenzhen Clou Electronics Co.Ltd(002121) has purchased 45% of the total equity of CLP Lvyuan held by the original shareholder with RMB 26167800. After deducting the performance compensation payable by the original shareholder, the actual equity transfer price paid by Shenzhen Clou Electronics Co.Ltd(002121) is RMB 11 million. The performance commitment of the original shareholder after November 2016 is cancelled. The industrial and commercial change procedures for this equity transfer have been completed before the announcement date.
Shenzhen Clou Electronics Co.Ltd(002121) according to the proposal on commitments involved in the acquisition of 45% equity of CLP Lvyuan on March 3, 2017, the original shareholders of CLP Lvyuan intend to change the original performance compensation commitment to CLP Lvyuan. Shenzhen Clou Electronics Co.Ltd(002121) the board of directors and the general meeting of shareholders considered and approved the change of commitment on March 2 and March 20, 2017 respectively. Without the board of directors The change of commitment before the approval of the general meeting of shareholders violates articles 1.4, 2.3 and 11.11.1 of the stock listing rules (revised in 2014) and the guidelines for the standardized operation of companies listed on the SME board (revised in 2015) Section 4.5 Article 6. 4.5 Article 16. Please pay full attention to the above problems, draw lessons, make timely rectification and prevent the recurrence of the above problems.
At the same time, I would like to remind you that listed companies and relevant information disclosure obligors should strictly abide by their commitments in accordance with national laws and regulations, the stock listing rules of the exchange and the guidelines for the standardized operation of companies listed on the SME board, operate in an honest and trustworthy manner, and earnestly and timely perform their information disclosure obligations. " Rectification:
(1) In March 2017, the company held the 19th (extraordinary) meeting of the sixth board of directors and the second extraordinary general meeting of shareholders in 2017, which supplemented and fulfilled the relevant review procedures on the change of CLP green source's performance compensation commitment.
(2) After receiving the supervision letter, the company attached great importance to it, timely communicated it to directors, supervisors, senior managers and relevant departments, and organized relevant personnel to seriously study the securities law, stock listing rules and guidelines for the standardized operation of companies listed on the SME board And other laws and regulations, enhance compliance awareness, make decisions in strict accordance with the law, and resolutely prevent the recurrence of such matters.
2. About "SME board regulatory letter [2018] No. 241"
On December 18, 2018, the management department of small and medium-sized board companies of Shenzhen Stock Exchange issued the supervision letter on Shenzhen Clou Electronics Co.Ltd(002121) (small and medium-sized board supervision letter [2018] No. 241) to the company, the main contents are as follows:
"On May 10, 2018, your company convened the board of directors to review and approve the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use idle raised funds of no more than 60 million yuan to temporarily supplement working capital; before the above raised funds were transferred out of the special account for raised funds, your company convened the board of directors on June 1, 2018 to review and approve The proposal on adjusting the plan of temporarily replenishing working capital with some idle raised funds agrees that the company will adjust the amount of temporarily replenishing working capital with idle raised funds from no more than 600 million yuan to no more than 90 million yuan. On December 10, 2018, the board of directors of your company deliberated and adopted the announcement on adjusting the plan for temporarily replenishing working capital with some idle raised funds, without returning the previously raised funds used for temporarily replenishing working capital, It is agreed that the company will temporarily supplement the working capital with idle raised funds from no more than 900 million yuan to no more than 107 million yuan. The above actions of your company violate the provisions of article 1.4 of the stock listing rules (revised in November 2018) and article 6.3.8 of the guidelines for the standardized operation of companies listed on the SME board (revised in 2015). Please pay full attention to the above problems, draw lessons, make timely rectification and prevent the recurrence of the above problems.
At the same time, I would like to remind you that listed companies should be honest and trustworthy, operate in a standardized manner, and earnestly and timely fulfill their information disclosure obligations in accordance with national laws and regulations, the stock listing rules of the exchange and the guidelines for the standardized operation of companies listed on the SME board. "
Rectification:
After receiving the supervision letter, the company paid full attention to the above problems, timely communicated them to directors, supervisors, senior managers and relevant departments, and organized relevant personnel to seriously study laws and regulations such as stock listing rules and guidelines for standardized operation of companies listed on SME board, so as to enhance compliance awareness, learn lessons and avoid the recurrence of similar problems.
3. About "SME board regulatory letter [2019] No. 92"
On June 6, 2019, the management department of small and medium-sized board company of Shenzhen Stock Exchange issued the supervision letter on Shenzhen Clou Electronics Co.Ltd(002121) and relevant parties (small and medium-sized board supervision letter [2019] No. 92) to the company, the main contents are as follows:
"After investigation, your company has the following violations:
1、 Correction of accounting errors
On February 28, 2019, your company disclosed the announcement on the correction of the company's previous accounting errors, saying that due to the guarantee disputes, the estimated liabilities and non operating expenses in the 2017 financial report should be adjusted, involving an amount of 7080139.13 yuan, At the same time, the provision for impairment of goodwill formed by the company's acquisition of Centennial Jinhai Technology Co., Ltd. at the end of 2017 is RMB 59586205.16, and the net profit attributable to the owner of the parent company in 2017 is reduced by RMB 66666344.29.
On April 2, 2019, your company disclosed the correction announcement on the correction of the company's previous accounting errors, which said that the provision for goodwill impairment was RMB 66666344.29 for the goodwill formed by the company's acquisition of Centennial Jinhai Technology Co., Ltd. at the end of 2017, and the net profit attributable to the owner of the parent company in 2017 was reduced by RMB 66666344.29.
2、 Illegal guarantee
On April 2, 2019, your company disclosed the announcement that Chen Changbao, the former actual controller of Bainian Jinhai Technology Co., Ltd., used subsidiaries to provide guarantee for his personal debts, saying that Bainian Jinhai Technology Co., Ltd. provided guarantee for a third party, with a guarantee amount of 172.8 million yuan, accounting for 4.94% of your company's latest audited net assets. The above external guarantees failed to fulfill the review procedures and information disclosure obligations.
3、 Violation of information disclosure
On April 23, 2019, Your company disclosed the announcement on the transfer of part of the equity and related party transactions of ground rail car rental (Shenzhen) Co., Ltd., saying that in April 2018, your company signed an equity transfer agreement to transfer 6% of the equity of ground rail car rental (Shenzhen) Co., Ltd. to No. 3 investment enterprise of Shenzhen Qianhai chaxi think tank at the price of RMB 51 million (limited partnership). This transaction constitutes a connected transaction. Your company did not timely perform the review procedures for the above matters as required, and did not review and disclose the above matters until April 20, 2019.
The above acts of your company violate Article 1.4 of the stock listing rules (2014 Revision) of the exchange
Clauses 2.7, 9.11, 10.2 Article 4, articles 1.4, 2.1, 2.7 and 10.2.4 of the stock listing rules (revised in November 2018) and articles 1.3 and 8.3.4 of the guidelines for the standardized operation of companies listed on the SME board (revised in 2015).
Rao Luhua, chairman and President of your company, failed to fulfill his duties and fulfill his obligations of integrity and diligence, In violation of articles 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in 2014), articles 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in April 2018) and the stock listing rules (revised in November 2018) of the exchange Clauses 2.2 and 3.1 Article 5. 3.1 The provisions of Article 6 bear important responsibility for the above violations of your company. Nie Zhiyong, vice president and chief financial officer of your company, failed to fulfill his duties and fulfill his obligations of integrity and diligence, In violation of articles 2.2 and 3.1.5 of the stock listing rules (revised in 2014), articles 2.2 and 3.1.5 of the stock listing rules (revised in April 2018) and the stock listing rules (revised in November 2018) of the exchange Clauses 2.2 and 3.1 The provisions of Article 5 bear important responsibility for the above violations of your company. Huang Youping, director and Secretary of the board of directors of your company, failed to fulfill his duties and fulfill his obligations of integrity and diligence, In violation of articles 2.2, 3.1.5, 3.1.6 and 3.2.2 of the stock listing rules (revised in April 2018) and articles 2.2, 3.1.5, 3.1.6 and 3.2.2 of the stock listing rules (revised in November 2018), your company bears important responsibility for the above-mentioned third violation.
The board of directors of your company and relevant parties shall pay full attention to the above problems, draw lessons, timely put forward rectification measures and disclose them before June 12 to prevent the recurrence of the above problems.
At the same time, remind your company that listed companies should be honest and trustworthy, operate in a standardized manner, and earnestly and timely fulfill their obligations of information disclosure in accordance with national laws and regulations, the stock listing rules of the exchange and the guidelines for the standardized operation of companies listed on the SME board. All directors, supervisors and senior managers of a listed company shall ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantees. "
Rectification:
After receiving the supervision letter, the company attaches great importance to it and timely reports to the directors, supervisors, senior managers and
The company will take the following measures for rectification:
(1) Strengthen learning and improve the standard operation level
Organize directors, supervisors, senior managers, core managers, financial personnel, personnel of the securities department and personnel of other relevant departments to seriously study the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange Laws and regulations such as the guidelines for the standardized operation of companies listed on the SME board and relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange, strengthen the learning and training of relevant personnel on the above laws and regulations, enhance compliance awareness, standardize operation, and ensure the timely and accurate performance of the company's information disclosure obligations.
Strengthen the professional knowledge training and on-the-job training of financial personnel, improve their business ability, effectively improve the quality of the company's financial and accounting information, strictly implement the provisions of the accounting standards for business enterprises, and ensure that the financial statements can fairly reflect the company's operating results and financial status.
(2) Strengthen internal control management and improve corporate governance
Centennial Jinhai Technology Co., Ltd. (hereinafter referred to as "Centennial Jinhai") ）There are certain deficiencies in internal control, resulting in Centennial Jinhai's failure to perform relevant review procedures for external guarantees, and the company's failure to timely perform its obligation of information disclosure. When the company identified the problem of lax seal approval in the original management team of Baiyan Haiyuan, the company immediately took measures to change the Bainian Jinhai law
