Sinolink Securities Co.Ltd(600109) about
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
2021 annual continuous supervision and regular on-site inspection report
Name of recommendation institution: Sinolink Securities Co.Ltd(600109) abbreviation of the recommended company: Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Name of sponsor representative: Wang Peihua Tel: 010-85142899
Name of sponsor representative: Fu Yanxin Tel: 010-85142899
Names of on-site inspectors: Wang Peihua, Liu Hongze
On site inspection period: January 2021 to December 2021
On site inspection time: February 16, 2022 to February 17, 2022
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means: (I) interview directors and senior managers of listed companies; (II) check the articles of association and corporate governance system; (III) consult relevant documents of the general meeting of shareholders, the board of directors and the board of supervisors of the company; (IV) check the main business premises of the company on site; (V) consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
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 contents √
Whether the requirements 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 comply with relevant laws, administrative regulations, departmental rules and normative √
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, financial institutions, business and other aspects 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: (I) interview directors, senior managers and relevant personnel of listed companies; (II) obtain and review relevant systems and work plans of the company's internal audit department; (III) review various internal control systems formulated by the company.
1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √
2. Whether the internal audit system and internal audit system are established within 6 months after the listing of shares √
department
3. Whether the personnel composition of the internal audit department and the audit committee is compliant √
4. Does the audit committee hold a meeting at least once a quarter to review the internal audit department √
Submitted work plans and reports, etc
5. Whether the audit committee reports the internal audit work to the board of directors at least quarterly √
Progress, quality and major problems found
6. Does the internal audit department report to the audit committee at least once a quarter √
The implementation of the work plan and the problems found in the internal audit
7. Does the internal audit department check the deposit and use of raised funds at least quarterly √
Conduct an audit
8. Does the internal audit department report to the audit committee √ within two months before the end of each fiscal year
The board of supervisors shall submit the internal audit work plan for the next year
9. Does the internal audit department report √ to the audit committee within two months after the end of each fiscal year
The board of auditors shall submit the annual internal audit report
10. Does the internal audit department submit the internal control report to the audit committee at least once a year √
assessment report
11. Whether √ has been established for engaging in venture capital, entrusted financial management, hedging business, etc
Complete and compliant internal control system (III) on-site inspection means of information disclosure: (I) interview directors, senior managers and relevant personnel of listed companies; (II) check the main business premises of the listed company; (III) review the company's information disclosure 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 company's information disclosure √
Relevant provisions of 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 of the establishment and implementation of a long-term mechanism to protect the interests of the company from infringement means: (I) interviews with directors, senior managers and relevant personnel of listed companies; (II) check the main business premises of the listed company; (III) consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
1. Whether there is a system to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly √
System of taking up funds or other resources of listed companies
2. Whether the controlling shareholders, actual controllers and their affiliates do not have direct or indirect share √
Use of funds or other resources of listed companies
3. Whether the review procedures of related party transactions are compliant 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 have √ situations such as deterioration of financial status and failure to pay off the guaranteed debt when due
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: (I) interview the directors, senior managers and relevant personnel of the listed company; (II) obtain and consult the statement of the special account for raised funds and the details of the use of raised funds; (III) review the information disclosure documents related to the raised investment project.
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 is no change in the purpose of raised funds or temporary supplement without performing the review procedures √
Working capital, replacement, advance investment, change of implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital and change the investment direction of raised funds to
If the company permanently replenishes working capital or uses over raised funds to replenish working capital or repay √ bank loans, does the company not make venture capital investment during the commitment period
Electronic materials and devices
Upgrading and industrialization items
Expected usable condition of the project
Status date from 2021
Changed to 2 before January 31
6. Whether the use of raised funds is consistent with the disclosed situation, and the project progress and investment benefit are as of July 31, 022
Whether it is consistent with the prospectus or not, it is located in Ba town
Of maoxu road section
Land for project implementation
Acquisition time is later than expected
Phase and global covid-19
The impact of the epidemic makes
Of projects invested by the company
Compared with the original investment progress
Relatively slow planning
To.
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (I) check the company's information disclosure documents and industry research reports; (II) interview the directors, senior managers and relevant personnel of the listed company; (III) interview the actual controller of the listed company; (IV) review and collect the newly signed contracts in 2021, and analyze the status of orders in hand and the realization of expected business performance.
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 abnormality in the company's performance √
(VII) on site inspection methods for the performance of the company's and shareholders' commitments: (I) interview the directors, senior managers and relevant personnel of the listed company; (II) interview the actual controller of the listed company; (III) check the company's register of shareholders and the company's information disclosure documents.
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: (I) interview directors, senior managers and relevant personnel of listed companies; (II) consult the company's public information disclosure documents; (III) check the industry research report and pay attention to the trends of relevant laws and regulations in the industry.
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 √ during the performance of major investment or major contract
risk
5. Whether there is no significant change or risk in the company's production and operation environment √
6. In the early stage, the regulators and sponsors found that the company
