Securities code: Kelin Environmental Protection Equipment Inc(002499) securities abbreviation: ST Colin Announcement No.: 2022041 Kelin Environmental Protection Equipment Inc(002499)
With regard to the announcement on the rectification report of the decision on administrative punishment issued by Jiangsu securities regulatory bureau, 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.
Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “the company” or “Colin environmental protection”) received the decision on administrative punishment ([2022] No. 2) from Jiangsu regulatory bureau of China Securities Regulatory Commission on March 29, 2022, requiring rectification of the problems raised in the decision. For details, please refer to the company’s publication in the securities times and cninfo (www.cn. Info. Com. CN.) on March 30, 2022 Announcement on the receipt of the decision on administrative punishment by the company and relevant parties (Announcement No.: 2022024).
After receiving the decision on administrative punishment, the board of directors of the company attached great importance to it and conducted a comprehensive combing and targeted analysis and Discussion on the issues involved in the decision. At the same time, in 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 relevant laws, regulations and normative documents, as well as the requirements of the articles of association, In combination with the actual situation of the company, formulate the rectification plan, clarify the responsibilities, and practically rectify the problems and requirements put forward in the decision on administrative punishment. The rectification report was deliberated and adopted at the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on April 29, 2022. The specific rectification is hereby announced as follows:
1、 Existing problems and corresponding rectification measures
Problem 1: failure to disclose the progress of major contracts in time according to law
Item description: the contract amount of Gaoyou project accounted for 306.7% of Colin environmental protection’s total audited operating revenue in 2016 and 112.9% of Colin environmental protection’s total audited operating revenue in 2017. It is an important contract that should be disclosed. Colin environmental protection also disclosed the matter according to the requirements of major events. Meanwhile, after a listed company discloses a major event, it shall timely disclose the progress or changes of the major event and the possible impact. Gaoyou project is a major project of Colin environmental protection. The information of suspension has a significant impact on the investment judgment of investors, and should be disclosed in time according to law. Colin environmental protection failed to disclose the suspension information of Gaoyou project in time according to law, which constituted non disclosure
Rectification measures:
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, departmental rules and normative documents and the requirements of internal systems, the company combs and corrects the problems existing in internal control. At the same time, the company will continue to improve the governance structure of listed companies, clarify the internal reporting procedures of major matters, refine the internal process of information disclosure, review and decision-making procedures, and clarify the responsible person, so as to ensure that the board of directors and information Phi Department of the company can timely, accurately, comprehensively and completely understand major matters of the company, timely fulfill the obligation of information disclosure, and effectively protect the legitimate rights and interests of shareholders of the company, especially small and medium-sized shareholders.
Department responsible for rectification: Securities Department
Person in charge of rectification: Secretary of the board of directors
Rectification time: it has been rectified and will continue to be standardized in the future
Question 2: there are false records in the 2018 semi annual report
Item description: in Gaoyou project, the total amount of distributed energy station heat supply network pipeline project is about 15km, and the whole project has a total of 5 bid sections, which are respectively EPC by Sitong branch of Jiangsu Huawei Construction Group Co., Ltd. and Jiangsu Qi’an Construction Group Co., Ltd. Colin environmental protection confirmed 100% of the completion progress when the two construction units were not completed, and calculated the revenue and cost on this basis, resulting in a false increase in the operating cost of Colin environmental protection’s 2018 semi annual report of at least 219585 million yuan, accounting for 32.42% of the operating cost of the current period; At least 389359 million yuan of operating income was falsely increased, accounting for 32.43% of the current operating income; At least 169774 million yuan of operating profit was falsely increased, accounting for 52.87% of the total profit of the current period. According to Article 63 of the securities law of 2005, the information disclosed by listed companies according to law must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. Colin environmental did not recognize the operating revenue and operating costs according to the true completion progress, resulting in false records in its 2018 semi annual report.
Rectification measures:
1. Retroactive adjustment periodic report
In 2019, the company has employed external intermediaries to verify the cost of Gaoyou project, verified the project amount with suppliers, signed settlement or settlement agreements and other measures. Accordingly, the company retroactively adjusted the 2018 annual financial statements and updated the full text of the company’s 2018 annual report, the full text of the first quarter report of 2019, the full text of the semi annual report of 2019 and the full text of the third quarter report of 2019 accordingly.
2. Strengthen the training of financial personnel
The company continuously deepens the understanding of financial personnel and relevant management personnel on the rules of financial information preparation and disclosure by holding regular meetings, special training meetings and special training of annual report, and carries out business processing in strict accordance with the requirements of relevant rules. At the same time, the company and relevant personnel have deeply learned lessons. In the future, the company will focus on strengthening the audit of the authenticity, accuracy and integrity of the information involved in all links of financial accounting, carry out training and continuous learning according to the revised contents of the accounting standards for business enterprises issued by the Ministry of finance every year, and strengthen communication and coordination with accounting firms and business departments to ensure the authenticity, accuracy and integrity of information disclosure.
3. Strengthen the training and study of directors, supervisors, senior managers and relevant personnel
From time to time, the company will organize all members of the board of directors, members of the board of supervisors, senior managers and heads of relevant responsible departments (including relevant personnel of the Securities Department) to carry out special study on relevant rules and regulations such as the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Carry out special discussions, fully understand the importance of this regulatory concern, and learn the lessons of insufficient information disclosure and false records in the disclosure of 2018 annual report. At present, the work related to the 2021 annual report of the company is being carried out in an orderly manner in accordance with the annual report work plan. The company will do a good job in information disclosure in strict accordance with the requirements of relevant laws and regulations to avoid similar situations from happening again.
Departments responsible for rectification: finance department and Securities Department
Person in charge of rectification: chief financial officer and Secretary of the board of directors
Rectification time: it has been rectified and will continue to be standardized in the future
2、 Company summary and continuous rectification plan
After this combing and analysis, the company has deeply realized its problems and deficiencies in corporate governance, internal control, information disclosure, financial accounting and so on. According to the relevant requirements of the decision on administrative punishment issued by Jiangsu securities regulatory bureau, the company actively carried out rectification work, earnestly and continuously implemented various rectification measures, improved the standardized operation awareness of the company’s directors, supervisors and senior managers, improved the company’s standardized operation ability, and strengthened the supervision and inspection of internal control.
As a listed company, standardized operation is the basic requirement for the sustainable and healthy development of the company, which runs through all aspects of the company’s operation and management. The company has learned profound lessons and will further strengthen the study of securities laws and regulations in the future, strictly abide by the provisions of laws, regulations and normative documents such as 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, the measures for the administration of information disclosure of listed companies and the guidelines for the governance of listed companies, and take this rectification as an opportunity and combined with the actual situation of the company, Promote the normalization of the company’s compliance construction, actively improve the quality of the company’s information disclosure and financial accounting, strengthen the awareness of standardized operation, effectively safeguard the interests of the company and the majority of investors, and promote the standardized, sustainable, healthy and stable development of the company.
3、 Risk tips
1. The company faces further litigation and arbitration due to overdue debts, and some bank accounts of the company and its subsidiaries are frozen. The company will actively communicate with relevant creditors and strive to properly solve the above matters in order to maintain the stability of the company’s production and operation.
2. The audited net profit of the company in 2018 and 2019 was negative, and the net profit after deducting non profits in 2020 was negative. The company’s shares continued to implement the “delisting risk warning” after the disclosure of the 2020 annual report. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the net profit of the company after deducting non recurring profits and losses in three consecutive fiscal years in 2018, 2019 and 2020 is negative, and the audit report in 2020 shows that there is uncertainty in the company’s sustainable operation ability, which is in violation of the relevant provisions of article 13.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2020), The company’s stock trading was implemented “other risk warning”. The company has applied to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings at the same time as the disclosure of the annual report. If the withdrawal of delisting risk warning and other risk warnings are not approved by Shenzhen Stock Exchange, the company may face the risk of suspension of listing.
3. Due to the dispute between Chongqing dongchengruiye Investment Co., Ltd. (hereinafter referred to as “dongchengruiye”), the largest shareholder of the company, and Industrial Bank Co.Ltd(601166) Shenzhen Heping sub branch, as of the disclosure date of this announcement, Chongqing No. 5 intermediate people’s court has issued a civil ruling on the case and will not accept dongchengruiye’s application for bankruptcy liquidation, but it is still possible that the applicant continues to appeal, resulting in dongchengruiye entering bankruptcy liquidation proceedings, Relevant judicial enforcement procedures may have an impact on the company’s equity structure, and there is a risk of the change of the company’s largest shareholder. 4. The information disclosure media designated by the company are securities times and http://www.cn.info.com.cn, The information of the company shall be subject to the information published in the above designated media.
4、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Rectification report on the decision on administrative punishment issued by Jiangsu securities regulatory bureau.
It is hereby announced.
Kelin Environmental Protection Equipment Inc(002499) board of directors April 29, 2002
