根据深交所在2026年1月23日发布的公告，万年青（000789）及其时任总经理李世锋、财务总监兼董事 会秘书（代行）熊汉南收到监管函。 此次监管函是基于中国证监会江西监管局的决定，因公司存在公司治理不规范、业务财务核算不规范、 主要客户收入披露不准确及受限货币资金披露不完整等信息披露问题。 具体而言，公司董事会自2023年1月至今，公司董事会秘书的职责由副总经理代行。秘书长期空缺，导 致治理结构不健全。 另外，子公司在煤炭贸易服务业务的财务核算不规范，使用总额法核算致使2024年度收入成本披露不准 确。公司在主要客户收入统计上也存在不准确的情况，且未将同一实际控制的客户合并列示。同时，货 币资金权利受限信息披露不完整，部分银行承兑汇票保证金和受限货币资金账户未纳入统计范围。 上述行为违反了《股票上市规则（2025年修订）》的相关条款，公司时任总经理李世锋，财务总监、董 事会秘书（代行） 兼副总经理熊汉南未能恪尽职守、履行诚信勤勉义务。监管函中提醒公司及全体董 事、高级管理人员严格遵守法律法规，真实、准确、完整地履行信息披露义务，以杜绝类似事件再次发 生。 2025年前三季度，万年青实现收入33.28亿元，同 ...

Regulatory Penalties - On September 12, 2025, the company received warning letters from both the Liaoning Securities Regulatory Bureau and the Shenzhen Stock Exchange due to non-compliance in information disclosure related to its 2025 semi-annual report [2][10] - The regulatory bodies identified errors in the preparation and entry of data in the company's financial reports, which were deemed as "non-compliance in information disclosure" [2][10] Error Details - The financial issues primarily stemmed from the 2025 semi-annual report, with significant errors in the cash flow statement where the company confused data between the "parent company cash flow statement" and the "consolidated cash flow statement" [3][12] - Additional errors were found in the notes of the financial statements, affecting various items such as current liabilities due within one year, income tax expenses, and supplementary cash flow statement data [3][12] Company Response - The company expressed that it takes the issues seriously and has initiated a self-examination process across relevant departments [4][13] - It has criticized the responsible personnel and implemented corrective measures focusing on improving procedural systems, enhancing business training, and strengthening verification mechanisms [4][13] Operational Challenges - The company's main business is heating services, which accounts for over 90% of its revenue, primarily serving urban residents and non-residential users [6][15] - Financial data indicates significant operational pressure, with revenue of 1.21 billion yuan in the first half of 2025, showing only a slight increase of 0.05% year-on-year, and a net loss of 144 million yuan, despite a 51.05% reduction in losses compared to the previous year [7][15] Underlying Issues - The financial reporting errors, while appearing as technical mistakes, reveal deeper governance issues within the company [8][16] - The simultaneous penalties for the top executives suggest flaws in the governance structure, where the core management is responsible for both strategy and operations, potentially leading to regulatory oversights [8][16] - On the same day the warning was issued, the board approved a related party transaction, raising concerns about governance transparency [8][16]

Core Viewpoint - The company received a warning letter from the Beijing Regulatory Bureau of the China Securities Regulatory Commission due to two violations, including non-operating fund occupation and irregular financial accounting practices [2][5]. Group 1: Violations and Regulatory Actions - The warning letter highlighted two main violations: 1. From February 2023 to May 2024, the company provided 69.5 million yuan to its actual controller, Li Weiguo, through various means, constituting non-operating fund occupation without timely disclosure [5]. 2. The company exhibited irregularities in financial accounting, including inaccurate revenue recognition and project income confirmation [5]. - The company and responsible individuals, including Li Weiguo, Zhang Zhiping, Zhang Bei, and Xu Wei, received administrative regulatory measures and were recorded in the capital market integrity database [5]. Group 2: Financial Performance - In the first half of 2025, the company reported revenue of 13.569 billion yuan, a year-on-year decline of 10.84%, and a net profit attributable to shareholders of 564 million yuan, down 40.16% [8]. - The company attributed the revenue decline to lower-than-expected market demand, with a continuous downward trend in performance since 2024 [8]. - In the first half of 2024, revenue decreased by 9.69%, and net profit dropped by 29.31%. For the entire year of 2024, revenue fell by 14.52%, and net profit plummeted by 95.24% [8]. Group 3: Market Capitalization and Shareholder Actions - The company's market capitalization peaked at 156.738 billion yuan in 2021 but has since declined significantly, losing over 100 billion yuan in value [8]. - In early 2024, the market capitalization reached a high of 46.995 billion yuan, but it has continued to decrease [8]. - In July 2023, the actual controller, Li Weiguo, announced a plan to reduce his holdings by up to 46.3822 million shares, representing no more than 1.94% of the total share capital, potentially cashing out over 500 million yuan [9].

Core Viewpoint - The announcement details the regulatory measures and penalties taken against Shangwei Co., Ltd. over the past five years, highlighting issues related to fund misuse and disclosure irregularities by the company's management. Summary by Sections Recent Regulatory Actions - Over the last five years, the company has not faced any penalties from regulatory authorities or exchanges [1] - On February 22, 2025, the Shanghai Stock Exchange issued a criticism against the company and its controlling shareholder, Li Guangsheng, for misusing company funds amounting to 20 million yuan, of which 15 million yuan has been recovered, leaving a balance of 5 million yuan [1][2] Disclosure Irregularities - The company failed to accurately disclose Li Guangsheng's shareholding information and changes in holdings, which led to regulatory scrutiny [2][5] - The company has committed to improving its internal control systems and enhancing training to prevent future occurrences of fund misuse and disclosure issues [3][7] Remedial Actions - Li Guangsheng has returned the misused funds, and the company has established a dedicated team to recover the remaining amount [3][6] - The company has implemented measures to strengthen internal controls, including training for all employees on risk awareness and compliance with relevant laws [7][8] Previous Warnings and Penalties - On June 28, 2024, the company received a verbal warning for delaying the construction of a project, which violated disclosure regulations [9] - In February 2022, the company faced warnings for improper stock trading activities by its management, including unauthorized share sales and short-term trading [10][11] Conclusion - The company has taken steps to address past issues and improve compliance with regulatory requirements, ensuring that similar incidents do not occur in the future [12]