Changsha Zhonglian heavy industry technology devel

2022-08-26
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Changsha Zoomlion Technology Development Co., Ltd.

Changsha Zoomlion Technology Development Co., Ltd.

China Construction machinery information

Guide: Changsha Zoomlion Technology Development Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement. From September 20 to September 24, 2004, the Hunan regulatory bureau of the China Securities Regulatory Commission (CSRC) made an investigation into our company

Changsha Zoomlion Heavy Industry Technology Development Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement

Hunan regulatory bureau of China Securities Regulatory Commission conducted a patrol inspection on our company from September 20 to September 24, 2004, and issued the notice on the rectification of Changsha Zoomlion Heavy Industry Technology Development Co., Ltd. within a time limit (hereinafter referred to as the "rectification notice") on November 3, 2004. After receiving the rectification notice, the board of directors and the board of supervisors of the company attached great importance to it and organized relevant departments to study and discuss it carefully. According to the spirit and requirements of the rectification notice, the report on the implementation of the rectification notice of Hunan Securities Regulatory Commission for a limited period was formulated. The report was submitted to the 17th meeting of the second board of directors (communication method) held on December 3, 2004 for deliberation and approval. Now the rectification measures and implementation are reported as follows:

first, further strengthen the standardized operation and "five separation" construction of the company.

1. The rectification notice points out that "some assets acquired by the company since 2002 have not been transferred in time."

rectification measures:

⑴ Hunan Machine Tool Plant is an old state-owned enterprise established in 1951. Most of the 10 properties were built in the 1960s and 1970s. During the construction process, the application procedures were not fulfilled, and the property information has been lost. When the company acquired Hunan Machine Tool Plant in 2002, it was unable to handle the relevant warrants. The total construction area of the property is 4690 square meters, and the acquisition appraisal value (net value) is 707665 yuan. As the urban development plan encourages the relocation of the factory, the board of directors of the company agreed to demolish the above-mentioned real estate at an appropriate time in accordance with relevant regulations and write off the corresponding assets

⑵ Hunan machine tool plant has entrusted Hunan Zhengbang trademark office and Changsha Rongzhi patent office to apply to the National Bureau for the transfer procedures of three patents (one newly added, two terminated, and three actually valid patents at present) and two trademarks

⑶ the purchase of six properties of Puyuan Construction Machinery Co., Ltd. was completed on November 4, 2004 (No.: 000161, then the measurement will be fruitless 25?)

⑷ the transfer procedures of 2 lands of the bid winning Industrial Co., Ltd. and 4 lands of Puyuan Construction Machinery Co., Ltd. are being handled, and the competent departments of the relevant governments have issued certificates

2. The rectification notice pointed out: "the chairman of the company is still the legal representative of the controlling shareholder and its five subsidiaries, which has the problem of dual employment. The Puyuan branch established by the company's acquisition of relevant assets of Puyuan Construction Machinery Co., Ltd. is still signing labor contracts with employees in the name of the surviving enterprise Puyuan Construction Machinery Co., Ltd., and paying social endowment insurance in its name."

rectification measures:

⑴ the controlling shareholder of the company is a scientific research institute, which has given strong support to the development of the company and many other aspects; At the same time, there has never been any damage or encroachment on the interests of listed companies since the company was listed. At present, the controlling shareholders of the company are in the process of restructuring. In order for the controlling shareholders to successfully complete the restructuring, the chairman of the company is still the legal representative of the controlling shareholders and their five subsidiaries. This problem will be solved under strict legal norms and the objective necessity of the company

⑵ the company acquired the relevant operating assets of Puyuan Construction Machinery Co., Ltd. in December 2003, and straightened out the labor relations of its employees in accordance with the law. However, due to the complexity of the change procedures of the social security account and the stable transition of the social security of the employees of the restructured enterprise, Puyuan branch temporarily signed a labor contract with the employees in the name of Puyuan Construction Machinery Co., Ltd. and entrusted Puyuan Construction Machinery Co., Ltd. to pay social endowment insurance. The company promises that from January 1st, 2005, the company will entrust Puyuan branch to sign a new labor contract with its employees. From April 1, 2005 (the annual payment period of Changsha social endowment insurance is from April 1 of the first year to March 31 of the second year), social endowment insurance will be paid for employees in the name of the company or Puyuan branch

3. The rectification notice points out that "the company shares an office building with its controlling shareholders, and the Puyuan branch of the company and the surviving enterprise Puyuan Construction Machinery Co., Ltd. and its controlling shareholder Puyuan group have joint offices."

rectification measures:

⑴ as the company's business is in the growth period, the current production and operation site can no longer meet the company's normal production and operation needs. On the premise of not damaging the interests of minority shareholders, the listed company rented the surplus office space of the controlling shareholders. Therefore, it forms an office building shared with the controlling shareholders. The company promises to actively create conditions to solve the problem of sharing an office building between the company and its controlling shareholders as soon as possible

⑵ since the company signed the asset acquisition agreement with Puyuan Construction Machinery Co., Ltd. of Puyuan group, it officially took effect on December 31, 2003; In February, 2004, Zoomlion Puyuan branch was officially incorporated; On February 27th, 2004, with the approval of Hunan Provincial Economic Commission, Puyuan group company was transferred to the Construction Machinery Institute as a whole, and the construction machinery institute could control the assets, finance and labor (personnel) relations of Puyuan group company only after May 31st, 2004; Some relevant institutions and departments of Puyuan group company, Puyuan Construction Machinery Co., Ltd. and Puyuan branch are still in the process of separation. The company promises to solve the problem of joint offices between Puyuan branch and the surviving enterprise Puyuan Construction Machinery Co., Ltd. and its controlling shareholder Puyuan group before December 31, 2004; On the premise of not damaging the interests of minority shareholders, Puyuan Construction Machinery Co., Ltd. and its holding shares can also be used as a cold source (heat source) to introduce the liquid in the tank to dongpuyuan group to sign the agreement on renting the office space of the listed company; And actively create conditions to solve the problem of Puyuan branch sharing an office building with the surviving enterprise Puyuan Construction Machinery Co., Ltd. and its controlling shareholder Puyuan group as soon as possible

4. The rectification notice pointed out: "all previous general meetings of the company have no original meeting minutes, only meeting minutes and meeting resolutions." "The original minutes of the meeting of the board of directors do not have the signatures of the directors attending the meeting, and the directors attending the meeting only sign on the relevant meeting minutes and meeting resolutions." "When the appointment of directors was considered at the 16th meeting of the first board of directors, the company's deeds climbed slightly year-on-year, and the independent directors did not express their opinions."

rectification measures: the company will carefully summarize the deficiencies in its work and make records of the general meeting of shareholders in strict accordance with the provisions of the company law, the securities law, the articles of association and other laws, regulations and rules; Require the attending directors to sign on the minutes of the board meeting; Independent directors express independent opinions on matters requiring independent opinions in strict accordance with relevant regulations

5. The rectification notice pointed out: "the internal control system of the company's operation has not been implemented in strict accordance with the provisions of the articles of association, the rules of procedure of the board of directors and the working rules of the general manager, and there are relevant senior executives signing contracts on behalf of the company without the authorization of the company's legal person and the board of directors."

rectification measures: the company will continue to improve the internal control system, strengthen the implementation of the internal control system, organize relevant senior executives to concentrate on learning relevant laws, regulations and rules, and require senior executives to strictly abide by their duties in accordance with the provisions of the articles of association, the rules of procedure of the board of directors and the general manager's working rules, so as to prevent the occurrence of the above events

II. Further improve the quality of the company's information disclosure

1. The rectification notice pointed out: "as of June 30, 2004, the controlling shareholder Changsha Construction Machinery Research Institute provided a guarantee of 285.1929 million yuan for the company's bank loans, and the company did not disclose the above guarantees in the related party transactions and transactions in its annual and interim reports." "There is a difference between the investment time and the actual investment time of Beijing Zhonglian Xinxing Construction Machinery Leasing Co., Ltd. and Shanghai Haoda construction machinery equipment Leasing Co., Ltd. with the investment of 135million yuan and 65million yuan disclosed in the 2001 annual report."

rectification measures: the company has disclosed in the interim report on January 10, 2004 that the controlling shareholder provided loan guarantee for the company, but it has not been disclosed in the periodic report; The difference between the investment time disclosed by some raised funds and the actual investment time is that the actual investment time is January 2002, and the disclosure time of the company's 2001 annual report is February 6, 2002, and this matter is disclosed in the subsequent events of the annual report of the year. The above problems are the company's insufficient understanding of information disclosure. The company will organize staff involved in information disclosure (including financial personnel and relevant personnel of subsidiary companies) to carefully study the company law, securities law, articles of association, listing rules and other relevant laws, regulations and rules, further standardize the procedures of information disclosure, clarify that as long as the information disclosure is fair, and ensure the standardization of the company's information disclosure

2. The rectification notice pointed out: "the factoring mortgage guarantee business of 6.83428 million yuan between the holding subsidiary Shanghai Haoda construction machinery and equipment Leasing Co., Ltd. and China Minsheng Bank Shanghai branch in April 2004 was not disclosed."

rectification measures: as the factoring mortgage guarantee business is a new business of the bank, the relevant staff of the company have insufficient understanding of this business. Through this inspection, they have deepened their understanding of this business; At the same time, on October 22, 2004, the company and Shanghai Branch of China Minsheng Bank have been relieved of their obligations related to the factoring mortgage guarantee of 6.83428 million yuan

III. improve the company's accounting system and carry out accurate accounting according to relevant regulations

1 The rectification notice pointed out: "the accounting treatment of the frozen interest of the company's raised funds does not comply with the relevant provisions. The company obtained a total of 12319722.83 yuan of invalid subscription interest of the raised funds when issuing new shares in 2000, and the company amortized it into profit over five years. According to the enterprise accounting system The company should transfer the unamortized amount into the capital reserve at one time in 2001, but the company still amortized it for five years, resulting in an extra profit of 2.4639 million yuan per year from 2001 to 2003. "

rectification measures: the company's accounting treatment of invalid subscription interest of raised funds is carried out in accordance with the requirements of the Ministry of Finance and the State Administration of taxation [CS Zi (1997) No. 013] notice on the issue of levying enterprise income tax on the interest of subscription frozen funds of new shares obtained by joint stock companies. After the promulgation and implementation of the enterprise accounting system, this document has not been abolished. At the same time, the enterprise accounting system does not make a separate statement on the accounting treatment of frozen interest, nor does it make requirements on whether to make retrospective adjustments to past events. Therefore, the company did not adjust this matter according to the principle of consistency of accounting treatment. Since this income has been included in "non recurring profit and loss", it is calculated on this basis“

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