Zhongyan Technology Co.Ltd(003001)
2021 annual regular on-site inspection report
Name of Sponsor: Sino German Securities Co., Ltd. abbreviation of the sponsor: Zhongyan Technology Co.Ltd(003001)
Name of sponsor representative: Li Wenjin Tel: 010-5902 6959
Name of sponsor representative: Shan Xiaowei Tel: 0351-868 7980
Name of on-site inspector: Li Wenjin, Zhou Yue
Corresponding period of on-site inspection: January 1, 2021 – December 31, 2021
On site inspection time: January 24, 2022 – January 28, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): 1) consult or copy the documents of the third meeting of the company; 2) Check and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; 3) Interview with some directors, supervisors and senior managers of the company; 4) Visit the company’s main production and operation sites.
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 managers 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, has it fulfilled the corresponding √ procedures 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 (including but not limited to those listed in Article 33 of these guidelines): 1) consult the working documents of the internal audit department and the audit committee of the company; 2) Verify the articles of association and the rules of procedure of the third board of directors; 3) Refer to the general manager’s working rules and other systems, the documents of the third meeting and the minutes of the general manager’s office meeting. 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 department are established within 6 months after the listing of shares (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 once a quarter √ (if applicable) 7 Whether the internal audit department conducts an audit on the storage and use of raised funds at least once a quarter (if applicable) 8 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 Does the internal audit department submit an internal √ control evaluation report to the audit committee at least once a year (if applicable)
√ whether the Investment Management Commission has established a complete on-site risk control system (including III. whether the information listed in the guidance is available for inspection) (1) whether the Investment Management Commission has established a complete on-site risk control system; 2) Check and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; 3) Consult the company’s information disclosure system, insider registration management system and other relevant documents; 4) Consult the investor relations management archives and other relevant documents.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or made important progress √
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 investor relations activity record form is published on the interactive website of the exchange in time √ (Ⅳ) on-site inspection means for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement (including but not limited to those listed in Article 33 of these guidelines): 1) consult the articles of association, related party transaction system and other relevant system documents; 2) Check and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; 3) Check the company’s regular reports and transaction details.
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 fulfills 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 provide guarantee after maturity, whether the corresponding √ approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds (including but not limited to those listed in Article 33 of these guidelines): 1) reviewed the contract for the use of raised funds and its approval form and payment certificate, The approval form and payment voucher for the use of funds of large contracts are copied; 2) Checked the bank journal, bank statement and quarterly inspection report of the internal audit department on the storage and use of the raised funds of the company’s special accounts for raised funds; 3) Check the contents of the company’s announcement.
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
If more permanent replenishment of working capital or use of over raised funds to replenish working capital or √ repayment of bank loans, does the company not make venture capital investment during the commitment period
6. Whether the use of raised funds is consistent with the disclosed situation, project progress and investment efficiency √
Whether the profit is consistent with the prospectus, etc. (say)
(Ming Dynasty)
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance (including but not limited to those listed in Article 33 of these guidelines): 1) check and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange. 2) Check the announcements of comparable companies in the same industry.
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 methods for the performance of the company and shareholders’ commitments (including but not limited to those listed in Article 33 of these guidelines): 1) check the commitments of the company and shareholders and compare and verify their actual performance; 2) Check the register of shareholders.
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 (including but not limited to those listed in Article 33 of these guidelines): 1) consult, copy and verify major contracts and original vouchers; 2) Inquire and verify large amount of capital transactions; 3) Inquire about the production and operation of the company through the network; 4) Check the company announcement.
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 √
4. Whether there is no significant change or √ risk in the process of major investment or performance of major contract
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 rectified according to the relevant √ requirements. II. Problems found in the on-site inspection and explanations
During the on-site inspection, the inspectors noticed that due to the impact of the epidemic and the change of the implementation location of the raised capital projects, the implementation progress of some of the company’s raised capital investment projects is slow, and the sponsor will continue to pay attention to the use of the company’s raised capital and the implementation progress of the raised capital projects, And supervise the company to perform corresponding procedures and information disclosure obligations in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
(there is no text on this page, which is the signature and seal page of Zhongyan Technology Co.Ltd(003001) 2021 annual regular on-site inspection report) sponsor representative:
Li Wenjin, Shan Xiaowei
Sino German Securities Co., Ltd. mm / DD / yyyy
