Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022012 Chengxin Lithium Group Co.Ltd(002240)
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.
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as "the company") has continuously improved the corporate governance structure, improved the operation level of corporate governance and promoted the sustainable and standardized development of the company 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 stock Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association since its listing.
In view of the company's plan to issue non-public shares, according to relevant requirements, the company's regulatory measures or punishment taken by the securities regulatory authorities and the exchange in the past five years and the implementation of corresponding rectification are hereby announced as follows: I. The company's punishment by the securities regulatory authorities and the exchange in the past five years
The company has not been punished by the securities regulatory authority and the exchange in the last five years.
2、 Regulatory measures taken by the securities regulatory authorities and rectification measures taken by the company in the past five years
In the past five years, the company has received a supervision letter from Shenzhen Stock Exchange, a warning letter from Shenzhen regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Shenzhen Securities Regulatory Bureau") and a notice of criticism from Shenzhen Stock Exchange. The details are as follows:
(I) supervision letter of Shenzhen Stock Exchange
On December 9, 2020, the company received the supervision letter on Shenzhen Chengxin Lithium Group Co.Ltd(002240) issued by Shenzhen Stock Exchange (SME board supervision letter [2020] No. 159) (hereinafter referred to as the "supervision letter"). The details are as follows:
1. Main contents
On April 30, 2020, your company disclosed the announcement on the share repurchase plan of the company, saying that the company plans to implement share repurchase, the number of shares to be repurchased is 5 million (including) to 10 million (including), the repurchase price does not exceed 10 yuan / share, and the repurchase implementation period is within 12 months from the date when the board of directors deliberates and approves the repurchase plan (April 29, 2020 to April 28, 2021). On December 5, 2020, your company disclosed the announcement on terminating the repurchase of the company's shares, saying that on December 4, 2020, the board of directors of the company deliberated and approved the proposal on terminating the repurchase of the company's shares and decided to terminate the above share repurchase. As of the announcement date, the company has not started the above share repurchase. The above-mentioned acts of your company violate the provisions of articles 1.4 and 2.1 of the stock listing rules (revised in November 2018) of the exchange and Article 28 of the detailed rules for the implementation of share repurchase by listed companies of the exchange.
2. Rectification measures
After receiving the supervision letter, all directors, supervisors and senior managers of the company attached great importance to and learned from the lessons, organized and strengthened the study of relevant laws and regulations such as the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, further improved the awareness of standardized operation of the company, strengthened internal control management, improved and improved internal control and corporate governance system, and enhanced the standardized operation level of the company, Effectively improve the quality of information disclosure and prevent the recurrence of such events.
(II) warning letter from Shenzhen Securities Regulatory Bureau
On May 17, 2021, the company, then chairman Wang Tianguang, then general manager Zhou Yi, then chief financial officer Wang Qi and then Secretary of the board of directors Deng Weijun received the decision of Shenzhen Securities Regulatory Bureau on Issuing warning letter to Shenzhen Chengxin Lithium Group Co.Ltd(002240) , Wang Tianguang, Zhou Yi, Wang Qi and Deng Weijun (decision [2021] No. 54) (hereinafter referred to as "warning letter") issued by Shenzhen Securities Regulatory Bureau. The details are as follows:
1. Main contents
(1) The disclosure of capital transaction information with related parties is inaccurate and not timely, and some related transactions have not fulfilled the decision-making procedures
The amount of capital transactions with the related party Taishan weilibang Wood Industry Co., Ltd. disclosed in the company's 2017 annual report is quite different from the actual amount. From 2018 to 2019, the company had several capital transactions with related parties Taishan Yihe Wood Trade Co., Ltd. and Taishan Fuyong Wood Trade Co., Ltd., but the company did not timely perform the decision-making procedures and information disclosure obligations of related party transactions, which were not disclosed in the 2019 annual report until April 30, 2020.
(2) Inaccurate information disclosure in periodic reports
There were accounting errors in inventory, other current assets, management expenses and other subjects in the company's annual report from 2009 to 2012, and there were accounting errors in inventory, operating income, asset impairment and other subjects in the 2018 annual report, resulting in a false increase in net profit in the annual reports of 2009, 2010, 2011, 2012 and 2018. Until April 30, 2020, the company did not correct the above accounting errors by disclosing the 2019 annual report and the announcement on correction of previous accounting errors. The financial information disclosed in the company's multi-year annual reports in 2009, 2010, 2011, 2012 and 2018 is inaccurate.
2. Rectification measures
After receiving the warning letter, all directors, supervisors and senior managers of the company attached great importance to it, comprehensively sorted out and deeply analyzed the matters involved in the warning letter, and actively carried out self inspection and self correction. Relevant personnel and departments, in accordance with relevant laws and regulations, work rules and guidelines of regulatory departments and the provisions and requirements of the company's internal management system, combined with the actual situation of the company, Sort out the problems and requirements put forward in the warning letter one by one and seriously implement the rectification measures. On June 11, 2021, the company issued the rectification report of Shenzhen Chengxin Lithium Group Co.Ltd(002240) on the measures taken by Shenzhen Securities Regulatory Bureau to issue a warning letter to the company and timely reported it to the regulatory department. The corresponding rectification work has been completed. The specific rectification measures are as follows:
(1) The disclosure of capital transactions with related parties is inaccurate and not timely, and some related transactions fail to fulfill the decision-making procedures
① The company comprehensively combed and optimized the business and financial management processes of its subsidiaries, trained relevant personnel, and raised the compliance requirements to a more important position while improving business efficiency.
② The company organized and studied the relevant contents on the identification of the relationship between related parties (persons) in the stock listing rules of Shenzhen Stock Exchange and the accounting standards for Business Enterprises No. 36 - disclosure of related parties, identified and checked the related parties from time to time, updated the list of related parties in time and distributed it to relevant personnel.
③ The company has strengthened the management of capital transactions between affiliated companies, strictly implemented the decision-making procedures of capital management and timely disclosed information. At the 2019 annual board of directors and annual general meeting of shareholders, the company supplemented the review procedures of financial assistance formed by the company's dealings with Taishan weilibang Wood Industry Co., Ltd. in 2019, and improved and supplemented the review procedures of financial assistance in 2020.
④ The company strengthened the system construction, revised and improved the related party transaction system, distributed it to relevant personnel of the company and organized learning.
⑤ Strengthen the implementation supervision and inspection of the internal control system, and constantly follow up the implementation and implementation effect of the internal control system. Strengthen the internal audit work, further increase the allocation of internal auditors, and give full play to the audit, audit, supervision and management functions of relevant departments.
(2) Inaccurate information disclosure in periodic reports
① In view of the accounting errors in the items such as inventory, other current assets and management expenses in the company's annual report from 2009 to 2012 and the accounting errors in the items such as inventory, operating income and asset impairment in the 2018 annual report, the company held the 42nd meeting of the sixth board of directors and the 28th meeting of the sixth board of supervisors on April 29, 2020, and performed the corresponding review procedures for the accounting errors in the previous period, And disclosed relevant accounting errors. The company's annual audit institution Rongcheng Certified Public Accountants (special general partnership) issued a special explanation on the correction of the above accounting errors.
② The company continues to strengthen the construction of the financial system, continuously improve the corresponding financial system, continue to strengthen the construction of the financial team, strengthen the financial personnel's learning and understanding of the accounting standards for business enterprises, organize relevant personnel for training from time to time, improve the professional level and compliance awareness of the financial personnel, and ensure the quality of accounting from the source. ③ The company will strengthen communication with the annual audit institution to improve the accuracy of financial data accounting; Give full play to the supervisory role of internal audit and strengthen the inspection of financial data disclosed in periodic reports; Strengthen the hierarchical review mechanism of information disclosure to ensure the quality of periodic report disclosure.
④ The company has strengthened the information construction, upgraded the ERP software system and combed the business process. The main subsidiaries are gradually improving the construction of the supply chain business module of the ERP system, integrating the business data and financial module, and setting up some system error prevention measures to improve the efficiency and accuracy of accounting processing.
(III) decision of Shenzhen Stock Exchange
On September 3, 2021, the company received the decision on giving disciplinary punishment to Shenzhen Chengxin Lithium Group Co.Ltd(002240) and related parties (hereinafter referred to as the "decision") issued by Shenzhen Stock Exchange, and gave the company the punishment of circulating a notice of criticism in accordance with the relevant provisions of the stock listing rules (revised in November 2018) of Shenzhen Stock Exchange and the implementation standard for disciplinary punishment of listed companies (Trial) of Shenzhen Stock Exchange, Wang Tianguang, the then chairman of the company, Zhou Yi, the then general manager, Wang Qi, the then chief financial officer, and Deng Weijun, the then Secretary of the board of directors, were given the punishment of circulating a notice of criticism. The details are as follows:
1. Main contents
(1) There are significant accounting errors in the financial accounting report
On April 30, 2020, the company disclosed the announcement on correction of accounting errors in the previous period, which corrected the relevant financial data in the annual reports from 2009 to 2012 and 2018. Among them, the adjusted amount of net profit in 2018 was -435012 million yuan, with a change range of 40.14%.
(2) Illegal provision of financial assistance
From January 2019 to September 2020, the company and its subsidiaries provided external financial assistance by means of inter-bank lending, with a cumulative amount of 3974257 million yuan and a maximum daily balance of 137999 million yuan, accounting for 6.59% of the audited net assets in 2018. The company failed to fulfill the approval procedures and information disclosure obligations in time.
2. Rectification measures
The company and relevant responsible persons paid close attention to the decision issued by Shenzhen Stock Exchange, deeply reflected on the problems existing in financial accounting, financial information quality, performance of approval procedures and information disclosure, corrected the problems of financial accounting, and fulfilled the corresponding obligation of information disclosure. The directors, supervisors and senior managers of the company also strengthened the study and exchange of relevant laws and regulations. The follow-up company will also standardize its operation and earnestly fulfill its obligation of information disclosure in strict accordance with relevant laws and regulations and the stock listing rules of Shenzhen Stock Exchange; The company and relevant responsible persons will also earnestly perform the 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, true, accurate and complete manner.
In addition to the above circumstances, the company has not been subject to other regulatory measures or penalties taken by the securities regulatory department and the exchange in the past five years.
It is hereby announced.
Chengxin Lithium Group Co.Ltd(002240) board of directors
March 22, 2002
