Securities code: 002638 securities abbreviation: Dongguan Kingsun Optoelectronic Co.Ltd(002638) Announcement No.: 2022-010 Dongguan Kingsun Optoelectronic Co.Ltd(002638)
Announcement on the rectification report of Guangdong Securities Regulatory Bureau on the rectification measures ordered by the company
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.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) (hereinafter referred to as "the company") received the decision on taking corrective measures against Dongguan Kingsun Optoelectronic Co.Ltd(002638) (No. [2021] 188) (hereinafter referred to as "the decision") issued by the Guangdong regulatory bureau of the China Securities Regulatory Commission (hereinafter referred to as "the Guangdong Securities Regulatory Bureau") on January 4, 2022. For details, see the announcement on receiving the decision on administrative supervision measures of Guangdong regulatory bureau of China Securities Regulatory Commission issued by the company on the designated information disclosure media on January 6, 2022. After receiving the above decision, the board of directors and management of the company attached great importance to it and immediately organized directors, supervisors, senior managers and heads of relevant departments to hold a special meeting to comprehensively sort out and analyze the issues involved in the decision. At the same time, compared with the company law, securities law and governance standards of listed companies The requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, combined with the actual situation of the company and in accordance with the requirements of the decision, sort out and seriously implement the rectification measures one by one. The company held the 22nd Meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on January 25, 2022, and deliberated and adopted the proposal on the rectification report of Guangdong Securities Regulatory Bureau on ordering the company to take rectification measures. The specific contents are as follows:
1、 Overall work arrangement of this rectification
In order to better implement the relevant requirements of the decision, the company established a special rectification working group headed by Liang Jincheng, chairman, general manager and Secretary of the board of directors (Acting), to fully deploy the rectification work. The management of the company is responsible for the implementation of the rectification work and specific implementation matters. Finally, the rectification working group will accept the rectification results. The company sorted out the problems involved in the decision one by one and seriously implemented the rectification measures. 2、 Problems existing in the company and rectification measures implemented
(I) problems in Information Disclosure
Question 1: failure to truthfully disclose the situation that it is not completely separated from the controlling shareholder. The office of your company has stored the seal cards and seal approval forms of some controlling shareholders, their subsidiaries and related parties, and some of them are approved by the chairman, general manager or chief financial officer of your company. The personnel and financial conditions of the company and its controlling shareholders are inconsistent with the actual situation. The above-mentioned acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, the same below) and articles 68 and 69 of the standards for the governance of listed companies. Rectification measures:
1. After rectification, the controlling shareholder of the company has removed the relevant materials of the above-mentioned controlling shareholder from the office of the company, and the relevant personnel and finance have been completely isolated and independent from the company, so as to ensure that the controlling shareholder and actual controller are completely independent from the company in terms of organization, personnel, finance, assets and business;
2. The company and its management personnel have strengthened their study of laws and regulations such as the standards for the governance of listed companies and the rules for the listing of stocks, and have a deep understanding that "the controlling shareholder, the actual controller and the listed company should be separated from personnel, assets and finance, the organization and business should be independent, and each should calculate independently and bear responsibilities and risks independently". The company and its management personnel will take a warning, Pay attention to the issue of independence and ensure that similar situations do not occur again.
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer and relevant personnel
Rectification time: after rectification, the subsequent operation will continue to be standardized.
Question 2: inaccurate information disclosure to related parties. Dongguan Yuguang Lighting Co., Ltd. (hereinafter referred to as Yuguang lighting) was originally a wholly-owned subsidiary of your company. In November 2019, Yuguang lighting introduced new shareholders Shenzhen Tektronix Construction Automation Engineering Co., Ltd. (hereinafter referred to as Shenzhen Tektronix) and shangliuma (Guangzhou) IOT Technology Co., Ltd. (hereinafter referred to as shangliuma), with subscribed registered capital of 314 million yuan and 184 million yuan respectively, Complete the industrial and commercial change registration on November 26, 2019. Your company will no longer include Yuguang lighting in the scope of consolidated statements since December 2019 (hereinafter referred to as the "statement"). After investigation, the business operation of Yuguang lighting is still highly dependent on your company. Your company's personnel participate in the use and approval of Yuguang lighting's official seal, control and use of Yuguang lighting's relevant bank accounts, participate in Yuguang lighting's accounting and tax treatment and audit and evaluation of relevant annual financial statements. Your company is still the main paid in investor of Yuguang lighting. The above situation shows that your company maintains a special relationship with Yuguang lighting, which still has a great impact on its operation and finance. Yuguang lighting should be recognized as a related party of your company. However, your company has not identified Yuguang lighting as a related party since December 2019, and the related party information disclosed in the relevant interim reports and periodic reports is inaccurate and incomplete, which violates the relevant provisions of articles 2 and 48 of the measures for the administration of information disclosure of listed companies.
Rectification measures:
1. The company will include Yuguang lighting in the company's related parties for disclosure in the 2021 annual report; 2. The company will carefully study the relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and the company's internal normative documents such as the management system of related party transactions, perform the review procedures and information disclosure obligations of related party transactions in accordance with the regulations, and ensure the authenticity and accuracy of the company's disclosure to related parties
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer
Rectification time: the rectification will be completed when the annual report of 2021 is disclosed, and the subsequent operation will continue to be standardized.
Question 3: the whereabouts of Yuguang lighting's large trust funds were not truthfully disclosed. On April 30, 2021, your company issued the special note on the elimination of the impact of matters related to the qualified opinions in the 2019 annual audit report (hereinafter referred to as the special note), which disclosed that Yuguang lighting purchased 400 million yuan of trust products from National Trust Co., Ltd. (hereinafter referred to as National Trust) in December 2019, and the investment scope is deposits Bonds and other creditor's rights assets. After investigation, the relevant trust contract signed by Yuguang lighting clearly stipulates that the national trust will issue trust loans to four companies in Dongguan according to the wishes of the client Yuguang lighting, and Yuguang lighting will voluntarily bear the risks and losses caused thereby; The 300 million yuan of the above trust loan will eventually flow to Shenzhen tech and business flow code for capital increase of Yuguang lighting. The relevant information disclosure in the special instructions of your company is inaccurate and incomplete. The above-mentioned acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies.
Rectification measures:
Yuguang lighting, an associate of the company, has fully recovered the trust principal and income of the above 400 million yuan trust products in December 2020. The company has fed back the above problems to Yuguang lighting, requiring Yuguang lighting to comply with the relevant provisions of laws and regulations, timely inform the company of the matters to be disclosed, cooperate with the company to fulfill the relevant information disclosure obligations, strengthen the awareness of standardization and prevent similar situations from happening again.
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer and relevant personnel
Rectification time: it is effective for a long time, and the follow-up will continue to be standardized
Question 4: the information disclosure of some related party transactions is incomplete. First, Yuguang lighting signed a entrusted loan cooperation agreement with Zhuhai branch of Xiamen International Bank Co., Ltd. (hereinafter referred to as Xiamen International Bank) on November 16, 2018, which agreed that Yuguang lighting would deposit 50 million yuan in Xiamen International Bank and entrust it to issue entrusted loans to your company from November 16, 2018 to May 16, 2022, Related matters constitute related party transactions. Your company did not disclose the entrusted loan agreement in the annual reports of 2019 and 2020. Second, your company did not disclose 45.7661 million yuan of other payables to Yuguang lighting at the end of 2019 in the summary of non operating capital occupation and other related capital transactions of Listed Companies in 2019 announced on June 30, 2020. The above behavior violates Article 10 of the accounting standards for Business Enterprises No. 36 - disclosure of related parties and Article 2 of the administrative measures for information disclosure of listed companies.
Rectification measures:
Yuguang lighting applied for a 50 million yuan entrusted loan from Zhuhai branch of Xiamen International Bank, and the loan amount was repaid on March 28, 2019. Since the original entrusted loan contract expires in 2022, the company will supplement and disclose this matter in the 2021 annual report.
In response to the above problems, the company organized relevant financial personnel to carry out special training on the preparation of periodic reports, so as to improve the understanding and understanding of relevant financial personnel on the preparation requirements of periodic reports and prevent the recurrence of relevant situations.
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer
Rectification time: the supplement will be completed when the annual report of 2021 is disclosed, and the follow-up will maintain continuous and standardized operation.
Question 5: the change of the registered capital of the subsidiary fails to fulfill the necessary approval procedures and information disclosure obligations. On November 14, 2017, the registered capital of your subsidiary Shanghai QINSHANG Energy Saving Lighting Co., Ltd. increased from 10 million yuan to 3.51 billion yuan, and decreased from 3.51 billion yuan to 10 million yuan on September 26, 2021; On July 14, 2017, the registered capital of the subsidiary Dongguan Heming Venture Capital Co., Ltd. increased from RMB 1 million to RMB 3.501 billion, and decreased from RMB 3.501 billion to RMB 1 million on January 8, 2018; On August 1, 2017, the registered capital of the subsidiary Rongxiang equity investment center (limited partnership) of Ningbo Meishan free trade port area increased from 100 million yuan to 3.129 billion yuan. Your company has not fulfilled the necessary approval procedures and information disclosure obligations for the changes in the registered capital of the above subsidiaries. The above-mentioned acts violate the provisions of articles 2 and 30 of the measures for the administration of information disclosure of listed companies.
Rectification measures:
1. For the changes in the registered capital of the above subsidiaries, the company will hold the 22nd Meeting of the Fifth Board of directors on January 25, 2022 to review the relevant changes, which will be submitted to the general meeting of shareholders for review after being reviewed and approved by the board of directors, so as to supplement the implementation of approval procedures and information disclosure obligations;
2. The company will continue to improve the governance structure of listed companies, clarify the internal reporting procedures for major matters in participating companies, refine the company's internal processes and review and decision-making procedures, so as to ensure that the company can timely, accurately, comprehensively and completely understand the major matters of the company and its subsidiaries, perform the review and decision-making procedures and do a good job in relevant information disclosure. The company will further strengthen the standardized operation training of important managers of all business departments and subsidiaries, strengthen the disclosure awareness of responsible subjects, improve the compliance awareness of listed companies, and avoid the recurrence of similar situations. Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer
Rectification time: after the review procedure is approved, the rectification is completed, and the subsequent operation will continue to be standardized.
Question 6: the change of the capital increase agreement of the atomic company was not disclosed. According to the Yuguang lighting capital increase agreement disclosed by your company on November 14, 2019, the parties agree that the capital increase shall be paid in three phases, namely within 30 days after the agreement takes effect, within one year after the agreement takes effect and within two years after the agreement takes effect. The last phase of capital contribution is November 2021. Yuguang lighting amended the articles of association in July 2021 and agreed that the payment time of the last phase of capital increase by the capital increasing party was changed to November 2026, but your company did not disclose the situation in time. The above-mentioned acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies.
1. In view of the above changes in the capital increase agreement, the company will hold the 22nd Meeting of the Fifth Board of directors on January 25, 2022 to supplement and fulfill the approval procedures and information disclosure obligations.
2. The company will continue to improve the governance structure of listed companies, clarify the internal reporting procedures for major matters in participating companies, refine the company's internal processes and review and decision-making procedures, so as to ensure that the company can timely, accurately, comprehensively and completely understand the major matters of the company and its subsidiaries, perform the review and decision-making procedures and do a good job in relevant information disclosure. The company will further strengthen the standardized operation training of important managers of all business departments and subsidiaries, strengthen the disclosure awareness of responsible subjects, improve the compliance awareness of listed companies, and avoid the recurrence of similar situations. Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer
Rectification time: after the review procedure is approved, the rectification is completed, and the follow-up will continue to be standardized
Question 7: the disclosure of audit reports of subsidiaries is incomplete. On December 15, 2020, your company disclosed the audit report on financial statements from January 2020 to August 2020 of the subsidiary Guangdong QINSHANG Photoelectric Technology Co., Ltd., in which some pages were missing. The above-mentioned acts violate the provisions of Article 2 of the measures for the administration of information disclosure of listed companies.
Rectification measures:
In view of the above problems, the company has completed the audit report of financial statements from January 2020 to August 2020 of Guangdong QINSHANG Photoelectric Technology Co., Ltd. in the future, the company will strengthen the audit link of information disclosure, strengthen the business training and learning of relevant personnel, improve the standardized operation awareness of relevant personnel and ensure the integrity of the company's information disclosure.
Person in charge of rectification: Chairman, general manager and Secretary of the board of directors (Acting), chief financial officer and relevant personnel
Rectification time: it is effective for a long time, and the follow-up will continue to be standardized
(II) problems in financial accounting
Question 1: the accounting of operating income and operating cost of subsidiaries is not standardized. Since 2017, Yuguang lighting has provided your company with entrusted processing services for LED related products. From January to November 2019 (before the statement of Yuguang lighting), Yuguang lighting confirmed a total operating income of 60.9666 million yuan, but the gross profit margin fluctuated greatly in each month. Neither your company nor Yuguang lighting has kept relevant entrusted processing business records, nor employee work records and warehouse in and warehouse out records of materials to be processed to prove the occurrence of business. The revenue and cost recognized by both parties are lack of basis. The above behavior violates the relevant provisions of Article 12 of the accounting standards for business enterprises - basic standards.
Rectification measures:
1. In view of the above problems, the company's financial work involves operating revenue, operating cost accounting, etc
