Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Regular on-site inspection report of continuous supervision in 2021
Name of Sponsor: Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. abbreviation of the sponsored company: Xinjiang Zhongtai Chenical Co.Ltd(002092)
Name of sponsor representative: Li Zheng Tel: 021-23153888
Name of sponsor representative: Cui Hongjun Tel.: 021-23153888
Name of on-site inspector: Li Zheng, he Junxiong
Corresponding period of on-site inspection: August 10, 2021 to December 31, 2021
On site inspection time: January 25, February 7-february 9, 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): 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, 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, including time, place, attendees and meeting √
Whether the discussion contents and other elements are complete, and whether the meeting materials are preserved 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 comply with relevant laws and regulations and relevant businesses of the exchange √
Rules perform duties
6. In case of major changes in the directors, supervisors and senior management of the company, whether the corresponding procedures and √
Obligation to disclose information
7. If the controlling shareholder or actual controller of the company changes, whether to fulfill √
The corresponding procedures and information disclosure obligations are
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) internal control
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): consult the data of the internal audit department, including the internal audit system and the working documents of the 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 system are established in accordance with relevant regulations √
Accounting department (if applicable)
2. Whether the internal audit system is established within six months after the listing of shares and √
Establish internal audit department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (e.g. √
(applicable)
4. Does the audit committee hold meetings at least once a quarter to review internal √
Work plans and reports submitted by the audit department (if applicable)
5. Does the audit committee report to the board of directors at least quarterly √
Audit progress, quality and major problems found (if applicable) 6 Does the internal audit department report to the audit committee at least once a quarter on the implementation of the internal audit work plan and √ in the internal audit work
Problems found, etc. (if applicable)
7. Does the internal audit department deposit and √ the raised funds at least quarterly
Conduct an audit of usage (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 √
(used)
9. Whether the internal audit department √ within two months after the end of each fiscal year
Submit annual internal audit report to the Audit Committee (if applicable) 10 Does the internal audit department submit to the audit committee at least once a year √
Internal control evaluation report (if applicable)
11. Engaging in venture capital, entrusted financial management, hedging business and other matters is √
Has a complete and compliant internal control system been established
(III) information disclosure
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): 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 √
3. Whether the disclosed matters of the company have not changed significantly or achieved significant √
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 meet the public √
Relevant provisions of the information disclosure management system of the company
6. Whether the investor relations activity record form is posted on the interactive website of the exchange in time √
Publish
(IV) establishment and implementation of a long-term mechanism to protect the interests of the company from infringement
condition
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): 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 controlling shareholders, actual controllers and other related persons from √ directly or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholder, actual controller and other related persons do not have direct √
Or indirectly occupy the funds or other resources of the listed company
3. Whether the review procedure of related party transactions is compliant and the corresponding information is fulfilled √
Disclosure obligation
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 the corresponding information is fulfilled √
Disclosure obligation
7. Whether the guaranteed party is not liable for deterioration of financial condition and non repayment at maturity √
Guaranteed debt, etc
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Corresponding approval procedures and disclosure obligations
(V) use of raised funds
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): consult the company’s fund-raising management system and the relevant documents of the three meetings approved; 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 √
√ whether the third party does not occupy the funds illegally
Financial situation
4. Whether there is no change in the purpose of raised funds, temporary replenishment of working capital, replacement of pre investment, change of implementation location, etc. without fulfilling the review procedures √
shape
5. If the company uses idle raised funds to temporarily supplement working capital, changes the investment direction of raised funds to permanently supplement working capital, or uses over raised funds to supplement √ working capital or repay bank loans, is the company not in the commitment period
Make high-risk investments
6. Whether the use of raised funds is consistent with the disclosed situation, project progress and investment √
Whether the capital benefit is consistent with the prospectus, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) performance
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): 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, is there no obvious difference in the company’s performance √
often
(VII) performance of commitments of the company and shareholders
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): check the commitment letters made by the company and relevant personnel such as shareholders, directors, supervisors and senior managers; 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) other important matters
On site inspection means (including but not limited to those listed in Article 33 of these guidelines): obtain relevant system documents of the company and consult the public information disclosure documents of the company; 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 √
4. Whether there is no significant investment or contract performance √
Change or risk
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 √
Rectify according to relevant requirements
2、 Problems found in on-site inspection and description
During this on-site inspection, no problems requiring rectification by the issuer were found.
(no text below)
(there is no text on this page, which is the signature page of the regular on-site inspection report of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 annual continuous supervision) recommendation representative:
Li Zheng, Cui Hongjun
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. February 16, 2022
