Central China Securities Co.Ltd(601375)
About Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Regular on-site inspection report of continuous supervision in 2021
Name of the sponsor: Central China Securities Co.Ltd(601375) abbreviation of the sponsored company: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Name of sponsor representative: Zhao Yimeng Tel: 021-50586603
Name of sponsor representative: Wen Jian Tel.: 021-50586603
Name of on-site inspector: Wen Jian, Guo Zezong
Corresponding period of on-site inspection: January 1, 2021 to December 31, 2021
On site inspection time: January 19, 2022 to January 20, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: check the meeting materials of the board of directors, the board of supervisors and the general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, announcement, etc; Consult the articles of association, the company’s current governance rules, internal control system and other rules and regulations; Interview with relevant personnel of the office of the board of directors and other departments of the company; Understand whether there are situations affecting the independence of the company and its affiliated enterprises in terms of personnel, assets, finance, institutions and business; Understand the basic business conditions of corporate governance and check whether there are violations such as horizontal competition and obviously unfair related party transactions.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the three sessions have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees and √ contents of the meeting are complete, and whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, regulatory documents and relevant business rules of the exchange 6 If the directors, supervisors and senior managers of the company have made significant changes, have they fulfilled the corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled the relevant √
Due process and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: consult the data of internal audit department, including internal audit system and working documents of internal audit department; Access to the information of the audit committee, including the working rules, personnel composition and meeting minutes of the Audit Committee; Consult the company’s internal control evaluation report, foreign investment management system, board resolutions related to investment decisions and the company’s foreign investment transaction records; Check the bank statement and detailed statement of the special account for raised funds; Communicate with the personnel of the internal audit department, the finance department and the Secretary of the board of directors on the use of the raised funds. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √ (if applicable)
2. Whether the internal audit system and internal audit system are established within 6 months after the listing of shares √
Audit department (if applicable) 3 Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √ 4 Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly √ (if applicable)
7. Is the internal audit department responsible for the storage and use of raised funds at least quarterly √
8. Conduct an audit (if applicable) Whether the internal audit department submits the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year (if applicable) 9 Whether the internal audit department submits the annual internal audit report (if applicable) to the audit committee within two months after the end of each fiscal year 10 Whether the internal audit department submits an internal √ control evaluation report to the audit committee at least once a year (if applicable) 11 Whether a complete and compliant internal control system has been established for matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consult the meeting materials of the board of directors, the board of supervisors and the general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, etc; Consult the company’s information disclosure system and announcement content; Check the company information published on the interactive website of Shenzhen Stock Exchange; Interview with the Secretary of the board of directors to understand the implementation of the company’s information disclosure system.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
√ whether the company has made significant progress or not
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information disclosure management system 6 Whether the record form of investor relations activities is published on the interactive website of the exchange in time √ (IV) establishment and implementation of a long-term mechanism to protect the interests of the company from infringement
On site inspection means: obtain the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; Search the relevant reports of major media on the company, its controlling shareholders and actual controllers; Obtain the list of related parties and related party transaction materials; Learn about the company’s related party transactions and the implementation of related party transaction management system from the personnel of relevant departments of the company, and understand the legal compliance of related party transactions of the company. 1. Whether a system has been established to prevent the controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and their affiliates do not directly or indirectly occupy the funds or other resources of the listed company 3 Whether the review procedures of related party transactions comply with the regulations and fulfill the corresponding information disclosure obligations
4. Whether the price of related party transactions is fair √
5. Whether there is no case of non affiliated transactions √
6. Whether the external guarantee review procedure is compliant and has fulfilled the corresponding information disclosure obligations √ 7 Whether the guaranteed party does not suffer from deterioration of financial condition, failure to pay off the guaranteed debt √ at maturity, etc
8. If the guaranteed debt continues to be guaranteed after maturity, whether the corresponding √
(V) on site inspection means for the use of raised funds: consult the company’s raised funds management system and relevant documents of the three meetings for examination and approval; Check the company’s resolution on opening a special account for raised funds, the tripartite supervision agreement for raised funds, etc; Check the bank statement of the special account for raised funds and the standing book of raised funds, and spot check the large amount payment voucher and original voucher of raised funds; Interview some directors, supervisors and senior managers of the company.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or entrusted for financial management in violation of regulations √ 4 Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, temporarily √ supplementing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily replenish working capital and invest the raised funds in change
More permanent replenishment of working capital or use of over raised funds to replenish working capital or √
6. If the borrower repays the bank loan, whether the company has not made venture capital investment during the commitment period Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment efficiency are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: check the regular reports and temporary announcements disclosed by the company to understand the performance fluctuation; Consult industry research reports, regular reports and temporary announcements of Listed Companies in the same industry, compare and analyze with the company, and understand the reasons for performance fluctuations; Interview and communicate with senior managers of the company to understand the causes of performance fluctuations, possible risks faced by the company and the company’s countermeasures.
1. Whether there are significant fluctuations in performance √
2. Whether there is a reasonable explanation for the sharp fluctuation of performance √
3. Compared with comparable companies in the same industry, whether there is no obvious abnormality in the company’s performance √ (VII) on-site inspection means of the company and shareholders’ commitment performance: check the commitment letters made by the company and shareholders, directors, supervisors, senior managers and other relevant personnel; Check the company’s regular reports, temporary announcements and other information disclosure documents; Ask the senior managers and the Secretary of the board of directors about the implementation of the commitments of the company and its shareholders, directors, supervisors and senior managers.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters: obtain relevant system documents of the company and consult the company’s public information disclosure documents; Interview with senior management.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large amount of capital transactions have real transaction background and reasonable reasons √
√ whether there are significant changes or no significant risks in the performance of the contract √ 4
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the problems found by the early-stage regulators and sponsors have been solved according to the relevant √
Rectification required by relevant authorities II. Problems found in on-site inspection and description
During this on-site inspection, no problems requiring rectification by the issuer were found.
(there is no text on this page, which is the signature and seal page of Central China Securities Co.Ltd(601375) regular on-site inspection report on Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) 2021 annual continuous supervision) sponsor representative:
Zhao Yimeng
Central China Securities Co.Ltd(601375) February 8, 2022
