Securities code: Poly Union Chemical Holding Group Co.Ltd(002037) securities abbreviation: Poly Union Chemical Holding Group Co.Ltd(002037) Announcement No.: 202214 Poly Union Chemical Holding Group Co.Ltd(002037)
Announcement on regulatory measures or punishment 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”) has been listed 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 governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions and requirements of Poly Union Chemical Holding Group Co.Ltd(002037) articles of association, Under the supervision and guidance of the securities regulatory authorities and Shenzhen Stock Exchange, we have continuously established and improved the corporate governance mechanism of listed companies and improved the standard operation level of the company.
In view of the company’s intention to apply to the China Securities Regulatory Commission for non-public offering of a shares, the company’s regulatory measures, penalties and rectification taken by the securities regulatory authorities and exchanges in the past five years are described as follows:
1、 The company has been punished by the securities regulatory authorities and the exchange in the past five years
As of the disclosure date of this announcement, the company has not been punished by the securities regulatory authorities and the exchange in the past five years.
2、 In the past five years, the company has been taken regulatory measures by the securities regulatory department and the exchange
In the past five years, the company has received one supervision letter from Shenzhen Stock Exchange and one supervision concern letter from Guizhou regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Guizhou securities regulatory bureau”). The details are as follows:
(I) on April 11, 2018, the company received the supervision letter on Guizhou Jiulian civil explosive equipment development Co., Ltd. (Xiaoban supervision letter [2018] No. 50) from Shenzhen Stock Exchange
1. Main contents
On March 31, 2017, your company disclosed the announcement on the prediction of daily related party transactions in 2017. It is expected that the company and its subsidiaries will purchase raw materials and materials with Xinlian Light Chemical Industry Co., Ltd. and Guizhou Panjiang civil explosive Co., Ltd., subordinate enterprises of poly Jiulian Holding Group Co., Ltd. (hereinafter referred to as poly Jiulian group) in 2017 The transaction amount related to daily production and operation such as purchased goods shall not exceed 535 million yuan. On March 30, 2018, your company disclosed the announcement on increasing the daily related party transactions in 2017, which increased the daily related party transactions between the company and poly civil explosive Hami Co., Ltd. and Guizhou Kaiyuan Blasting Engineering Co., Ltd., subordinate enterprises of poly Jiulian group. The transaction amount was 97.81 million yuan, accounting for 4.7% of your company’s audited net assets in 2016. In 2017, the actual amount was 440.29 million yuan, which did not exceed the original estimated total transaction amount, but there were 2 related party transaction units and 4 actual transaction units. Your company fails to timely fulfill the review procedures and information disclosure obligations for the connected transactions with new units. The above acts of your company violate the provisions of articles 10.2.4 and 10.2.11 of the stock listing rules (2014 Revision) of the exchange. The board of directors of your company should pay full attention to the above problems, draw lessons and prevent the recurrence of the above problems.
At the same time, remind listed companies to 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.
2. Rectification
After receiving the supervision letter, the company attached great importance to it and made positive rectification. The board of directors of the company has fully recognized the seriousness of the above problems and learned lessons. The company conducted special training on relevant systems of corporate governance for relevant staff, focusing on relevant system documents such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME board, the measures for the management of information disclosure of listed companies and the company’s information disclosure management system, so as to improve the business level of relevant staff, Improve the quality of information disclosure.
(II) on December 31, 2021, Guizhou Securities Regulatory Bureau issued the letter of Guizhou Securities Regulatory Bureau on the supervision of Poly Union Chemical Holding Group Co.Ltd(002037) to the company (hereinafter referred to as the “supervision notice”)
1. Main contents
(1) Financial accounting. Related party transactions between related subsidiaries within the scope of the company’s consolidated statements are not necessary, and the subsidiaries have problems such as inter period expenses and inaccurate accounting of transportation expenses, insufficient provision for bad debts of accounts receivable of Guizhou Shuicheng Mining Co., Ltd. by the subsidiary Guizhou Panjiang civil explosive Co., Ltd. in 2019, and more provision in 2020. After the adjustment of the above problems, some target companies of major asset restructuring in 2018 fail to meet the performance commitments after deducting the profits in some years of the performance commitment period. It is necessary to urge the counterparties of major asset restructuring in 2018 to fulfill the compensation obligations in accordance with the performance commitment and profit compensation agreement and its supplementary agreement.
(2) Corporate governance. ① Occupation of non operating funds by related parties. On August 6, 2020, Guizhou Kaiyuan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaiyuan blasting”) lent 1 million yuan to Mengyin branch of Beiyang Blasting Engineering Technology Co., Ltd. of Beijing Institute of technology. On November 27, 2020, Kaiyuan blasting received a bank acceptance of 1 million yuan from the company. ② The operation of the third committee is not standardized. Some meeting minutes were not signed by participants, some meeting minutes were inconsistent with the voting situation recorded in the meeting resolution, and some shareholders’ power of attorney was not stamped with official seal. Your company should attach great importance to the above problems, make timely rectification, strengthen the study of relevant laws and regulations, enhance the awareness and ability of standardized operation, and improve the level of standardized operation.
2. Rectification
After receiving the letter of regulatory concern, the company’s leaders attached great importance to it, uniformly took the lead in deploying and implementing work tasks, organized relevant departments to study and decompose the problems one by one, carefully analyzed the causes and effects of relevant problems, and formulated corresponding rectification measures. The rectification scheme is as follows:
(1) Financial accounting
① As confirmed by Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”), the relevant financial accounting problems have no significant misstatement impact on the company’s 20182020 consolidated financial statements and do not reach the importance level of the corresponding annual audit. According to the relevant provisions of the accounting standards for business enterprises, there is no need to retroactively adjust the corresponding annual financial report; The impact on the opening data of the consolidated financial statements in 2021 does not reach the importance level of the corresponding annual audit. According to the relevant provisions of the accounting standards for business enterprises, there is no need to correct the opening data of the consolidated financial statements in 2021.
The above-mentioned financial accounting problems lead to differences in the performance completion of the target company of major restructuring in 2018, and the performance completion of the target company needs to be corrected.
② Determine the performance completion of the subject company of major asset restructuring in 2018 after revision, and based on the special audit report of Poly Union Chemical Holding Group Co.Ltd(002037) on the achievement of performance commitments of major asset restructuring in 2018 (xksbz [2022] No. zg10105) issued by Lixin certified public accountants, Calculate the performance compensation obligations to be performed by the counterparties of major asset restructuring in 2018, and urge them to perform the performance compensation obligations in accordance with the performance commitment and profit compensation agreement and its supplementary agreement and the report on asset purchase and related party transactions issued by Guizhou Jiulian civil explosive equipment development Co., Ltd. (Revised). On February 28, 2022, At the 18th meeting of the 6th board of directors, the company deliberated and approved the proposal on the correction and explanation of the achievement of the performance commitment of major asset restructuring in 2018, the proposal on the compensation of shares to be compensated by the performance commitment compensation obligor of directional repurchase, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors of the company to handle matters related to share repurchase, cancellation and industrial and commercial change Proposals on performance compensation such as the proposal on convening the second extraordinary general meeting of shareholders in 2022, And agreed to submit the proposals related to this share compensation, such as the proposal on directional repurchase of shares to be compensated by performance commitment compensation obligors, the proposal on submitting to the general meeting of shareholders to authorize the board of directors of the company to handle matters related to share repurchase, cancellation and industrial and commercial changes, to the general meeting of shareholders for deliberation.
③ Analyze the causes and background of specific financial accounting problems one by one, formulate targeted rectification measures and rectify them.
(2) Corporate governance
① Occupation of non operating funds of related parties
The company combed in detail the reasons and background of the non operating capital occupation of related parties mentioned in the regulatory concern letter. The details are as follows:
After the completion of the company’s major asset restructuring at the end of 2018, Kaiyuan blasting became the company’s holding subsidiary, and its transactions with the company’s controlling shareholders, actual controllers and their affiliated enterprises were listed as connected transactions, and the approval procedures were fulfilled. Since 2019, the company will predict and confirm the related party transactions between the company and its subsidiaries and related parties in the previous year at the beginning of each year, perform the review in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, and disclose the actual performance in the periodic report as required. On March 27, 2019, June 25, 2019, April 26, 2020 and May 19, 2020, the company held the 23rd Meeting of the 5th board of directors, the 2018 annual general meeting, the 8th meeting of the 6th board of directors and the 2019 annual general meeting respectively, The proposal on the prediction of daily connected transactions in 2019 and the proposal on the prediction of daily connected transactions in 2020 were reviewed and approved, and the total amount of daily connected transactions between the company (including branches and subsidiaries) and the actual controller China Poly Group Co., Ltd., the controlling shareholder poly Jiulian group and its subordinate enterprises in 2019 was not more than 275.61 million yuan, Among them, the amount of related party transactions (receiving labor services) between Kaiyuan blasting and Beiyang blasting does not exceed 33.4 million yuan, and the actual amount of related party transactions (receiving labor services) between Kaiyuan blasting and Beiyang blasting in 2019 is 209381 million yuan disclosed in the 2019 annual report. It is approved that the total amount of daily connected transactions with the above related parties in 2020 will not exceed 326.6 million yuan, of which the amount of connected transactions (receiving labor services) between Kaiyuan blasting and Beiyang blasting will not exceed 26.74 million yuan. It is disclosed in the 2020 annual report that the actual amount of connected transactions (receiving labor services) between Kaiyuan blasting and Beiyang blasting in 2020 is 162917 million yuan. After verification and confirmation by the company, the fund exchange between Kaiyuan blasting and Beiyang blasting in 2020 based on the blasting construction contract has fulfilled the corresponding approval and information disclosure procedures.
To sum up, the relevant capital transactions concerned in the regulatory attention letter have the background of normal business transactions, which are actually operational capital transactions and do not constitute the occupation of non operational funds by related parties. In the future, the company will further strengthen the internal control system. The relevant departments of the company will inspect the capital flow and occupation of related parties every quarter in accordance with the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and report the inspection to the risk control and Audit Committee of the company. At the same time, organize the directors, supervisors, senior managers and relevant financial personnel of the company to further study and strictly implement various normative regulatory provisions, fully understand the harmfulness of the occupation of non operating funds, strengthen the implementation and supervision of the fund management system, and prevent the occupation of non operating funds.
② The operation of the third committee is not standardized
In response to the non-standard operation of the three sessions pointed out in the regulatory concern letter, the company has asked the participants to supplement their signatures on the relevant meeting minutes; Check and correct the inconsistency between individual meeting minutes and voting conditions recorded in meeting resolutions; Shareholders who authorize agents to attend the general meeting of shareholders are required to complete the power of attorney in accordance with the relevant provisions of the articles of association. In addition, the company has refined the work flow and division of responsibilities of the three meetings, strengthened the training of the meeting personnel of the company and its subsidiaries, and strictly implemented various regulations.
Subsequently, the company will timely convene a general meeting of shareholders to consider proposals related to this share compensation, such as the proposal on directional repurchase of shares to be compensated by performance commitment compensation obligors, the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to share repurchase, cancellation and industrial and commercial changes, Complete the cancellation procedures of repurchased shares in Shenzhen Branch of China Securities Depository and Clearing Corporation, complete the industrial and commercial filing of the amendment of the articles of association related to the cancellation of shares and the industrial and commercial registration change of the change of registered capital, and submit the rectification report to Guizhou securities regulatory bureau.
In addition to the above circumstances, the company has not taken other regulatory measures by the securities regulatory authorities and exchanges in the past five years.
It is hereby announced.
Poly Union Chemical Holding Group Co.Ltd(002037) board of directors February 28, 2022
