Huarong Securities Co., Ltd
About Gohigh Data Networks Technology Co.Ltd(000851)
2021 annual regular on-site inspection report
Huarong Securities Co., Ltd. (hereinafter referred to as “Huarong securities”) as the sponsor of Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as ” Gohigh Data Networks Technology Co.Ltd(000851) ” and “the company”) non-public offering and listing of shares in 2020, in accordance with the measures for the administration of securities issuance and listing recommendation business According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, a regular on-site inspection was conducted on Gohigh Data Networks Technology Co.Ltd(000851) from February 14 to 16, 2022. The inspection is reported as follows:
Name of Sponsor: Huarong Securities Co., Ltd. abbreviation of the sponsored company: Gohigh Data Networks Technology Co.Ltd(000851)
Name of sponsor representative: Xie Jinyin Tel: 010-85556757
Name of sponsor representative: Zhang Yunqiang Tel: 010-85556757
Name of on-site inspector: Xie Jinyin, Zhang Yunqiang corresponding period of on-site inspection: 2021 annual on-site inspection time: February 14-16, 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. 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 √ elements such as time, place, attendees and meeting contents 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 and responsibilities in accordance with relevant laws and regulations and relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether the corresponding procedures and information disclosure have been performed √
obligation
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled the corresponding procedures √
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 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 six 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 progress, quality and major problems of internal audit to the board of directors at least once a quarter (if applicable) 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 √ audit on the deposit 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 Whether the internal audit department submits the internal control √ evaluation report to the audit committee at least once a year (if applicable) 11 Whether the internal control system (III) on-site inspection means of information disclosure (including but not limited to those listed in Article 33 of these guidelines) has been established for matters such as venture capital, entrusted financial management and hedging business (III):
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 for protecting the interests of the company from infringement (including but not limited to those listed in Article 33 of these guidelines): 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 shareholders, actual controllers and other related persons do not directly or indirectly occupy the funds or other resources of the listed company 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 condition 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 performed again
(V) on site inspection means for the use of raised funds (including but not limited to those listed in Article 33 of these guidelines):
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, temporarily replenishing √ working capital, replacing pre investment, changing the implementation location, etc. without fulfilling the review procedures 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 √ loan, whether the company has not made high-risk investment during the commitment period 6 Whether the use of raised funds is consistent with the disclosed situation, whether the project progress and investment benefit are √ consistent with the prospectus, etc
7. Whether there are major risks in the implementation of the project √
(VI) on site inspection means of performance (including but not limited to those listed in Article 33 of these guidelines):
1. Whether there are significant fluctuations in performance (Note 1) √
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 commitments of the company and shareholders (including but not limited to those listed in Article 33 of these guidelines):
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. 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 √ during the performance of major investment or major contract
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the existing problems of the company found by the regulatory authorities and sponsors in the early stage have been rectified according to the relevant requirements (Note 2) II. The problems and explanations found in the on-site inspection are none
Note 1: according to the company’s annual performance forecast for 2021, the company expects the net profit attributable to shareholders of Listed Companies in 2021 to be RMB 12 million – 17 million, an increase of 110% – 114% over the previous year, mainly due to the increase of the company’s asset disposal income and non operating income; It is estimated that the net profit after deducting non recurring profits and losses in 2021 will be RMB 278 million – 253 million, a decrease of 42% – 29% over the previous year, mainly due to the net non recurring profits and losses attributable to ordinary shareholders of RMB 74.77 million in 2020, and the non recurring profits and losses of the company in 2020 are mainly government subsidies, non operating income, etc.
The net non recurring profit and loss attributable to ordinary shareholders of the company in 2021 is expected to be 276.6 million yuan, of which the profit and loss on disposal of non current assets is 157.1 million yuan,
Note 2: since the number of directors of the company has not reached the number specified in the articles of association since July 28, 2021, Guizhou regulatory bureau of China Securities Regulatory Commission issued the supervision concern letter to the company on November 23, 2021. The company has held the general meeting of shareholders on December 23, 2021 as required to complete the by election of directors.
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(there is no text on this page, which is the signature page of Gohigh Data Networks Technology Co.Ltd(000851) 2021 regular on-site inspection report of Huarong Securities Co., Ltd.) sponsor representative:
Xie Jinyin, Zhang Yunqiang
Huarong Securities Co., Ltd. February 22, 2022
