How can listed companies handle common seal issues in letters from the China Securities Regulatory Commission in order to comply?

Do you know if there are any issues with the management and use of the company seal? How can the company conduct a self-examination of seal issues and take timely risk prevention measures internally? The seal is a symbol of the rights of listed companies, and it is used to carry out; Seal Management Review; Ensuring compliance in management and use is also an important aspect of internal control and supervision for listed companies. If there are non compliant operations, not only may the company face legal disputes, but the regulatory authorities may also order rectification in the form of regulatory letters, penalty letters, and sometimes face huge fines. The contract lock is based on the regulatory rules of the China Securities Regulatory Commission and combined with recent cases of seal supervision by regulatory authorities. It has identified more than ten common issues related to the management and use of seals in listed companies. At the same time, combined with the comprehensive control of seals, seal risk warning, seal data analysis, and seal lifecycle process system of the contract lock, it provides you with a solution for self-examination, prevention, and handling of seal problems. The common seal issues and electronic signature response plans of listed companies in the letters sent by the China Securities Regulatory Commission. Note: The following regulatory cases are compiled from letters sent by the Shenzhen Stock Exchange and the Shanghai Stock Exchange, as well as rectification notices issued by various securities regulatory bureaus.

Reference documents: "Corporate Governance Standards for Listed Companies", "Basic Norms for Enterprise Internal Control" (May 2008), "Guidelines for Standardized Operation of Listed Companies on the Shenzhen Stock Exchange" (revised in 2020), "Guidelines for Standardized Operation of Listed Companies on the Growth Enterprise Market of the Shenzhen Stock Exchange" (revised in 2015). Source of the letter:

China Securities Regulatory Commission Beijing Regulatory Bureau [2021] No. 239, China Securities Regulatory Commission Zhejiang Securities Regulatory Bureau ([2022] No. 77), China Securities Regulatory Commission Qinghai Regulatory Bureau Qing Zheng Jian Zhi Zi [2020] No. 1, Shenzhen Securities Bureau Company Zi [2011] No. 35. 1 Regulatory case of seal management: The official seal, contract seal, finance seal, and legal representative seal of a listed company are all kept by the CFO, and there is a behavior of lending the official seal for a long time without specifying the purpose of use. Seal management does not reflect the checks and balances and supervision of incompatible positions. The seals of a listed company, its subsidiaries, and controlling shareholders are managed by the same seal manager, and there are a small number of missing records in the company's stamp ledger from March 31, 2016 to April 26, 2016. Risk Warning: Multiple seals are managed by the same person, which violates the principle of decentralized seal management. Administrators have excessive authority and lack supervision, which can easily lead to the risk of privately sealing or borrowing seals for the sake of borrowing positions. At the same time, the seal usage record is incomplete, making it impossible to verify the seal usage. Response plan Adhere to the principle of separating the approval and use of seals of listed companies, and store them in a decentralized manner through contract locking a href=“ https://www.qiyuesuo.

com/? Source=12&keyword=gw-ssgs231122 "rel=" noopener noreferer "target=" -blank ">Electronic SignatureThe system configures administrators for different seals to ensure that seal administrators do not use seals. Simultaneously set up an independent audit administrator to supervise administrator permissions.

2. Seal approval category

○ Regulatory case:

· Cao, the chairman of a listed company, privately used the company seal to provide guarantees for a loan of 160 million yuan from Company A, which he controlled, to Company B, and provided a board resolution signed by four directors.

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A certain listed company's contract documents were stamped without the approval of the final review personnel, the approval opinions for stamping were inconsistent, the stamped documents or attachments were smeared without explanation or signature of the smeared parts, the handling personnel signed on behalf of them, the stamping approval process was incomplete, and there were two versions of the "Official Seal Use Approval Form".

Risk Warning:There is a lack of a strict seal approval system within listed companies, which does not rule out situations such as unauthorized use of seals, stamping without careful review of seal content, and forcibly using seals and signing contracts in violation of regulations when there is disagreement on seal approval.

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Response Plan

Contract locks can build a streamlined electronic seal system for users. All signature and seal operations must be initiated and approved through the process before they can be stamped and signed. The signing process is automatically recorded and the responsible person is locked to ensure compliance and accountability in the seal process.

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3. Recording with seal

○ Regulatory case:

· A certain listed company's 2022 seal application form had incomplete filling elements, overly simple application reasons, no approval signature, and non-standard filling with pencil.

; The company seal application form is kept in loose leaf format without using a continuously numbered seal registration book, which cannot guarantee the integrity of the seal registration and is inconsistent with the company's internal seal management system.

The financial seal of a branch of a securities company has not been registered, and the office seal has only been signed by the handler and not by an approver.

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Risk Warning:The use of seal records is mainly for users to restore and testify about the process of using seals. However, offline records are prone to selective recording, incomplete information filling, and tampering with record content, which cannot guarantee the integrity and authenticity of seal records. The seal process lacks evidence.

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Response Plan

Contract Lock provides users with automatic recording and certification services for seal data, detailing information such as seal usage time, seal name, usage date, purpose, approver, and signed documents. At the same time, data is stored and preserved to ensure data integrity, authenticity, and trustworthiness.

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4. Seal use beyond scope

○ Regulatory case:

A listed company's seal type and scope are unclear, and when signing a loan contract, it did not use the financial special seal as stipulated in the "Seal Management System", but instead used the contract special seal.

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The seals of the board of directors and supervisory board of a listed company are not managed by dedicated personnel and are managed by the finance department. During the use of the seals, they were not registered item by item in accordance with the "Seal Management System".

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Risk Warning:There are requirements for stamping any document within listed companies. For example, the seal of the board of directors is limited to the signing of resolution documents such as the board of directors, supervisory board, and shareholders' meeting. If not controlled, it is likely to result in the misuse of seals, incorrect seals, and excessive use of seals, which will affect the effectiveness of the documents..

Solution

Contract locks can not only control the use of seals through seal permission settings; It is also possible to bind seals for signing scenarios such as personnel, procurement, and meeting resolutions through the electronic seal process. Seals can be automatically locked for who can use them and what business needs them, without the need for manual operation, standardizing seal management and usage procedures.

5. Subsidiary seal management

○ Regulatory case:

・ The original management personnel of a subsidiary of a listed company violated the company's "Seal Management System" by using the company seal and failing to follow the approval procedures before using the seal, resulting in the occurrence of related litigation cases, and the company's internal control has defects.

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Risk Warning:If seals are managed by subsidiaries in different locations, it is difficult for headquarters to keep track of seal dynamics in real time, and seal security is not guaranteed.. The risks of illegal use of seals and unauthorized stamping cannot be intervened and prevented in a timely manner, resulting in high business risks.

Response Plan

Contract locks can provide a seal control platform covering the entire group for large listed companies, unify the seal usage process, achieve hierarchical and decentralized management of headquarters and subsidiaries, and allow headquarters to monitor the seal usage of subsidiaries at any time to ensure compliance.

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6. Waste seal disposal

○ Regulatory case:

On March 7, 2016, a listed company adopted a new version of its official seal. On the same day, the company's seal custodian transferred the old seal to the then chairman and legal representative Chen for safekeeping. On March 29 and April 10, 2016, the old version of the official seal was used to sign the "Guarantee Contract" and "Loan Contract".

. The company's "Seal Management System" does not provide clear regulations on the storage, sealing, and disposal of used official seals, and the internal control system for seal management is not sound.

Risk Warning:The "Seal Management System" of listed companies needs to cover the entire process of seal engraving, activation, use, storage, sealing, and destruction. Waste seals must also comply with the internal seal management system of the company, designate a dedicated person to keep and seal them, and arrange for timely destruction.

. If not handled in a timely manner, it is very likely to result in the simultaneous use of multiple seals. If used improperly, it is likely to lead to contract disputes, and the company may bear economic losses due to internal seal management chaos.

Response Plan

Contract locks can provide users with convenient seal status management services. Users can disable old seals in a timely manner by opening their phones, and synchronously initiate the seal destruction process to ensure that destroyed seals are unusable.

. Timely implementation of the replacement of old and new seals to prevent the coexistence of multiple seals

7. Seal transfer management

A listed company's legal representative has been changed from A to B, and the industrial and commercial change has been completed recently. However, as of now, A has not yet transferred the company seal, which affects the normal operation of the company's business.

Risk Warning:When the legal representative of a listed company changes, it is necessary to synchronize the handover of seals. Offline handover of seals may result in unwillingness to transfer or forced occupation of seals, posing a risk of seal loss or uncontrolled misuse..

Response Plan

Contract locks can provide users with online transfer management services. When the enterprise legal person changes, the seal administrator can simultaneously initiate seal transfer approval online, without the need for manual docking and completing seal transfer in a compliant and orderly manner.

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8. Private Seal Engraving

○ Regulatory Case:

A senior director of a listed company forged customer seals and forged customer identities to sign five contracts with the company. As of the end of September 2020, the balance of accounts receivable exceeded 70 million yuan, and the company incurred nearly 20 million yuan in idle costs as a result.

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Risk Warning:During the process of signing a paper contract, it is difficult to verify the true identity of the actual signatory and the authenticity of the seal affixed in a timely manner, and there may be frequent occurrences of "ldquo; Fake identity proxy signature; 、 “ Using fake seals to sign contracts; Due to the difficulty in distinguishing between true and false situations, it may cause economic losses to the company at any time.

Response Plan

All contract signings are conducted online through process driven processes, with both parties using facial recognition to confirm their true identities and ensure their signatures.Electronic sealscan be queried for authenticity online, with fake identities and seals identified in seconds to prevent fraud.

9.Seal usage category

○ Regulatory case:

A controlling shareholder and then chairman of a listed company signed a guarantee contract without strictly complying with laws, regulations, and company approval systems, and notified the then CEO by phone to affix the company seal, violating the company's "Seal Management System".

Risk Warning:The company's important contract documents are signed without approval, and only verbal notification is required to be stamped. The signing environment is not standardized, and there is a risk of personal seals and seals..

Response Plan

Contract locks help organizations build a digital seal control platform, which enables seal management and control.

; Lock” In the system, only authorized use is allowed to ensure compliance.

10. Type of physical seal taking out

○ Regulatory case:

A listed company failed to record on the registration form that someone was carrying the seal out, and the record of borrowing and returning time was unclear.

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Risk Warning:In scenarios such as sales bidding, finance going to the bank to handle business, etc. that require on-site stamping, it is often necessary to carry the seal out. Incomplete and unclear records of seal usage can affect the judgment of seal usage..

Response Plan

Contract locks can help organizations lock seals in their devices with the help of intelligent seal controllers. They can unlock devices and use seals through authorized seal codes, while taking photos to record the seal process and automatically sending them back to the system for saving. The external seal can also understand the real seal usage situation.

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Summary

The contract lock electronic signature and seal control platform can help listed companies implement seal management systems through functions such as processes, permissions, and record keeping.

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It can also provide dynamic automatic notification of seals and real-time risk warning services. If there are any issues with the seal; Overlapping management permissions; 、 “ Seal Permission Change; 、 “ Unauthorized use of seals for personal use; Automatically mark risks and notify responsible personnel via SMS, providing comprehensive assistance to users in self inspection, prevention, and handling of seal issues, and helping listed companies create a safe, compliant, convenient, and efficient digital seal environment.