Securities code: 002587 securities abbreviation: Shenzhen Aoto Electronics Co.Ltd(002587) Announcement No.: 2022-012
Shenzhen Aoto Electronics Co.Ltd(002587)
Decision of Shenzhen Securities Regulatory Bureau on ordering the company to take corrective measures
Rectification report
Shenzhen Aoto Electronics Co.Ltd(002587) (hereinafter referred to as the "company" or " Shenzhen Aoto Electronics Co.Ltd(002587) ") received the decision on ordering corrective measures for Shenzhen Aoto Electronics Co.Ltd(002587) ([2021] No. 147) (hereinafter referred to as the "decision") issued by Shenzhen regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as the "Shenzhen Securities Regulatory Bureau") on December 28, 2021, Shenzhen Securities Regulatory Bureau decided to take administrative regulatory measures to order the company to make corrections, and required the company to rectify the problems pointed out in the decision. For details, please refer to the securities times and cninfo (www.cn. Info. Com. CN.) published by the company on December 30, 2021 Announcement on receiving the decision of Shenzhen Securities Regulatory Bureau on ordering corrective measures (Announcement No.: 2021-085).
After receiving the above decision, the board of directors of the company attached great importance to it, immediately informed and communicated it to all directors, supervisors, senior managers and personnel of relevant departments, and comprehensively sorted out and deeply analyzed the matters 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 measures for the administration of information disclosure of listed companies and other laws, regulations, normative documents and the articles of association, conduct self-examination on relevant matters, sort out item by item according to the requirements in the decision, formulate practical rectification plans, clarify responsibilities and implement rectification measures.
This rectification report has been deliberated and adopted at the first meeting of the 5th board of directors and the first meeting of the 5th board of supervisors.
The relevant information is described as follows:
1、 General arrangement for the company to carry out special rectification
In order to better implement the relevant requirements of the decision, the company established a special rectification working group, headed by the chairman of the company, and organized relevant functional departments to do a good job of rectification. The directors, supervisors, senior managers and personnel of relevant departments of the company, in line with the principle of seeking truth from facts and in combination with the actual situation 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, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations The work rules and guidelines of the regulatory authorities and the requirements of the articles of Association conducted in-depth self-examination on the problems raised in the decision, formulated rectification plans one by one for the deficiencies found in the self-examination process, and defined follow-up arrangements and improvement and improvement measures.
2、 Rectification measures implemented by the company, completion and relevant instructions
Question 1: Corporate Governance
(I) there are irregularities in the operation of the three committees
The original text of the decision is as follows:
Some directors of your company have not attended the general meeting of shareholders continuously and have no written leave materials, which does not comply with the provisions of Article 26 of the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22) and Article 66 of the guidelines for the articles of association of listed companies (CSRC announcement [2019] No. 10); The procedures for monitoring the votes of major shareholders are not standardized and do not comply with the provisions of Article 87 of the guidelines for the articles of association of listed companies; The election documents of individual directors are not standardized and do not comply with the provisions of Article 19 of the standards for the governance of listed companies.
Description:
When implementing the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22), guidelines for the articles of association of listed companies (CSRC announcement [2019] No. 10) and other relevant provisions, some directors did not attend the general meeting of shareholders because the Securities Affairs Department of the company did not notify these directors to attend the general meeting of shareholders, which was not caused by the directors themselves; Due to the negligence of the company's staff, the procedures for monitoring the votes of shareholders and the election documents of individual directors are not standardized.
Rectification measures:
Timely notify the directors to attend or attend the general meeting of shareholders. If they are unable to attend or attend the general meeting of shareholders due to special reasons, the directors shall be required to issue a written leave slip to the company. The company held the second extraordinary general meeting of shareholders in 2021 on November 16, 2021. All directors attended the general meeting and carefully checked and rechecked the vote counting and monitoring procedures. The subsequent general meeting of shareholders will also be held in strict accordance with the corresponding rules. The securities affairs department shall timely archive the relevant signed documents and carefully check the contents of the documents to avoid the recurrence of the above situation.
Department responsible for rectification: Board of directors and securities affairs department
Person in charge of rectification: Chairman and Secretary of the board of directors
Rectification time: long-term continuous standardization
(II) omission in insider registration
The original text of the decision is as follows:
There are omissions in the registration form of insiders of the company's annual reports from 2018 to 2020, and other members of the audit project team are not registered as insiders, which is not in line with Article 7 of the provisions on the establishment of the registration and management system of insiders of listed companies (CSRC announcement [2011] No. 30) Relevant provisions of Article 7 of the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5).
Description:
For the insider registration of the company's annual report from 2018 to 2020, the person in charge of the audit project of the company's annual report was registered, and other members of the audit project team were not registered as insider information. There was an omission in the registration of insider information.
Rectification measures: on the one hand, the company organized the securities affairs department to seriously study the provisions on the establishment of the registration and management system of insiders of listed companies (CSRC announcement [2011] No. 30) and the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5), And the company's "insider information insider registration system" and other laws and regulations to improve the awareness of standardized operation. Other members of the audit project team will be registered as insiders in terms of the list of insiders in the subsequent annual report of the company. In the future, the company will also register insiders of inside information in a timely, accurate and complete manner in strict accordance with the registration system for insiders of inside information and other relevant regulations.
Department responsible for rectification: Board of directors and securities affairs department
Person in charge of rectification: Chairman and Secretary of the board of directors
Rectification time: long-term continuous standardization
Question 2: financial management and accounting
(I) the accounting of income and cost of subsidiaries is not prudent
The original text of the decision is as follows:
Shenzhen QianBaiHui Lighting Engineering Co., Ltd. (hereinafter referred to as QianBaiHui) is a subsidiary acquired by your company in 2016, and the revenue and cost are recognized according to the percentage of completion method. The inspection found that QianBaiHui did not fully consider the reduction of the settlement amount of completed settlement projects and the significant reduction of future income caused by changes in industrial policies when confirming the income in 2019, did not adjust the best estimate of income in time, and lacked sufficient prudence in income recognition.
In addition, QianBaiHui did not dynamically adjust and update the estimated total cost at the end of each year, resulting in the cost amount recognized in the book of some projects exceeding the actual cost of the project.
Description:
Shenzhen QianBaiHui Intelligent Engineering Co., Ltd., a wholly-owned subsidiary of the company (formerly renamed "Shenzhen QianBaiHui Lighting Engineering Co., Ltd.", hereinafter referred to as "QianBaiHui"), is mainly engaged in intelligent landscape lighting business. According to the self inspection, the projects undertaken by QianBaiHui are mainly municipal EPC projects. The EPC project has the characteristics that the total contract price is provisional and the settlement amount must be determined after review by the Finance Bureau or an independent third party. In December 2019, the Central Education Leading Group on the theme of "never forgetting the original heart and keeping the mission in mind" issued the notice on rectifying the excessive "performance project" and "face project" of the "landscape lighting project", and the industrial policy has changed greatly. In that year, some EPC projects completed the settlement procedures, and the reduction range of settlement amount increased. QianBaiHui did not fully consider the above changes, which may lead to significant reduction of future income, did not make timely adjustment to the best estimate of income, and there was a lack of sufficient prudence in income recognition. In addition, the cost of QianBaiHui project is mainly calculated based on the estimated total cost prepared at the initial stage of the project and the project progress confirmed by the supervisor. The estimated total cost is not dynamically adjusted and updated at the end of each year, resulting in the fact that the cost amount confirmed in the book of some projects exceeds the actual cost of the project.
Rectification measures:
In view of the imprudent accounting of QianBaiHui in revenue recognition and project cost, the company has taken the following rectification measures:
1. According to the accounting standards for Business Enterprises No. 14 - income, the company prepared the accounting specifications for QianBaiHui project under the new income standards in 2021, which was issued and implemented after being deliberated and adopted at the sixth meeting of the second board of directors of QianBaiHui on September 2, 2021. The accounting specification requires that the adjustment and reduction ratio of the settlement amount of the completed engineering projects in the current year and the impact of the latest industrial policy changes on the best estimate of income should be fully considered every year, and the income of engineering projects should be recognized prudently. In addition, during the construction of the project, the estimated total contract cost is dynamically adjusted and updated at the end of each quarter according to the change of project construction scope and the actual change of project cost, so as to ensure that the cost amount confirmed by the project is consistent with the actual cost amount.
2. The company organized QianBaiHui's financial personnel to carefully study the accounting standards for Business Enterprises No. 14 - income in combination with the actual business, focusing on the recognition and measurement of income, contract cost, accounting treatment of specific transactions, etc; According to the requirements of the standards, the management approval process is added in the OA system to improve the standardization of project management, so as to ensure that the future revenue recognition and cost carry forward accounting meet the unified requirements of the parent company's accounting policies. 3. The company set up a special project team to fully implement the online ERP system in QianBaiHui, and organized a number of relevant trainings to promote its gradual realization of "industry finance integration" through informatization. After comprehensive sorting, optimization and implementation, QianBaiHui has gradually realized the industry finance connection of "project contract management", "inventory management" and "estimated total cost management", ensuring that the financial accounting reflects the actual situation of the business in real time.
Department responsible for rectification: Finance Department
Person in charge of rectification: Chairman, President and financial director
Rectification time: long-term continuous standardization
(II) the goodwill impairment test in 2019 was not prudent
The original text of the decision is as follows:
When your company acquired QianBaiHui in 2016, it formed a goodwill of 181360200 yuan. The inspection found that in the goodwill impairment test in 2019, your company did not take into account the significant reduction in the income of settled projects completed in 2019, nor did it fully consider the impact of the epidemic and policy changes on QianBaiHui lighting engineering business. In addition, QianBaiHui's revenue and profit fell sharply year-on-year in the first quarter of 2020, with obvious signs of impairment. Your company has not fully considered the above situations, and the goodwill impairment test in 2019 is not prudent.
At the end of 2019, the company conducted an impairment test on QianBaiHui's goodwill, and predicted its revenue growth and gross profit margin in the next five years in combination with the composition of customers, the number of orders, operating conditions, industry trends, etc. Due to the change of landscape lighting engineering industry policy and the insufficient estimation of the continuous impact on covid-19 epidemic force majeure, the company's assumptions on some key conditions in the process of income prediction are not cautious, which will have a certain impact on the judgment of QianBaiHui's income growth and gross profit margin in the next few years.
Rectification measures:
In view of the imprudent goodwill impairment test of QianBaiHui in 2019, at the end of 2020, the company hired a professional evaluation institution to conduct impairment test on the relevant asset groups of QianBaiHui including goodwill. According to the actual operation situation and industry development trend of QianBaiHui, combined with the evaluation opinions of the professional institution and the opinions of the signing auditor, according to the income method, The recoverable amount of the asset group is determined by the present value of the future expected cash flow. In 2020, the company accrued 160.3587 million yuan of goodwill impairment loss. The above results are reflected in the announcement of the board of directors on the provision for asset impairment in 2020 (announcement Code: 2021-044) issued by the company on April 27, 2021.
Before preparing the 2021 annual report, the Finance Department of the company will organize relevant personnel to systematically study the relevant provisions on goodwill impairment in the accounting standards, focusing on the goodwill impairment test model, assumptions and selection principles of key factors. In the future goodwill impairment test, the accounting standards will be strictly implemented and relevant factors will be fully and prudently considered.
Department responsible for rectification: Finance Department
Person in charge of rectification: Chairman, President and financial director
Rectification time: completed. The follow-up will continue to standardize the operation for a long time.
(III) individual other receivables involved in litigation are not subject to impairment test according to individual items
The original text of the decision is as follows:
Your company applied for arbitration on a company's failure to repay the loan on time in December 2016, and received the arbitration result in August 2017, ruling that the company should repay the loan and interest of your company. By the end of 2018, your company had not received the relevant payment and has not recovered it so far. According to public information, the company was listed as a dishonest executee from June 2018 to October 2020. Your company did not conduct impairment test on the other receivables according to the actual situation.
Description:
In December 2016, the company purchased 100% of the total equity of QianBaiHui invested and held by Shen Yongjian, Zhou Weijun, Wang Yawei, Luo Xiaoshan, Guangzhou zhongzhao Longteng asset management partnership (limited partnership) and Shenzhen qianhaihan Huayuan investment enterprise (limited partnership) (hereinafter collectively referred to as the "original shareholders of QianBaiHui") by issuing shares and paying cash. The company and the former shareholders of QianBaiHui signed the agreement on the issuance of shares and payment of cash to purchase assets with the shareholders of Shenzhen QianBaiHui Lighting Engineering Co., Ltd. (hereinafter referred to as the "asset purchase agreement"). According to the asset purchase agreement, QianBaiHui's original shareholders shall purchase the creditor's rights of accounts receivable that QianBaiHui fails to recover before the delivery date according to the original book value and pay the money to QianBaiHui.
In April 2021, Mr. Shen Yongjian, the former shareholder of QianBaiHui, and his
