Guosen Securities Co.Ltd(002736)
About Lingyi Itech (Guangdong) Company(002600)
Regular site inspection report in 2021
Name of the sponsor: Guosen Securities Co.Ltd(002736) abbreviation of the sponsored company: Lingyi Itech (Guangdong) Company(002600)
Name of sponsor representative: Cui Wei Tel: 0755-82134633
Name of sponsor representative: Hou LiXiao Tel: 0755-82134633
Names of on-site inspectors: Cui Wei, Li qinjun, Yu Songsong, Xia Fangxin
Corresponding period of on-site inspection: December 29, 2020 to October 31, 2021
On site inspection time: November 26, 2021, December 15-16, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means: 1. Consult the articles of association and various rules and regulations; 2. Review the documents of the company’s previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, sign in form, meeting minutes, meeting resolutions, announcements, etc; 3. Interview the company’s directors, executives and other personnel.
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 third board of directors have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees and √ content 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, √ 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 √ 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 the controlling shareholders and actual controllers √
（2） On site inspection means of internal control: 1. Consult the information of the internal audit department, including the list of employees, internal audit system and previous internal audit reports; 2. Consult the information of the audit committee, including the working rules, personnel composition and meeting minutes of the audit committee. 1. Whether the internal audit system is established and the internal audit department is established in accordance with relevant regulations (if applicable) 2. Whether the internal audit system is established within 6 months after the listing of shares and √
Audit department (if applicable) 3. Whether the personnel composition of the internal audit department and the audit committee is in compliance (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. Does the audit committee report the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 6. Does the internal audit department report 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. Does the internal audit department audit the deposit and use of raised funds at least once a quarter (if applicable) 8. Does the internal audit department submit 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. Does the internal audit department submit an annual internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10. Does the internal audit department submit 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 venture capital, entrusted financial management, hedging business, etc （3） On site inspection means of information disclosure: 1. Consult the company’s information disclosure management system, information disclosure documents and information disclosure approval form; 2. Consult the records of investors’ visits and the record of investor relations activities published on the interactive website of Shenzhen Stock Exchange; 3. Interview the company’s secretaries and check the documents of the three sessions and the disclosed announcements.
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 √ （4） On site inspection means for the establishment and implementation of the long-term mechanism for protecting the company’s interests from infringement: 1. Consult the company’s related party transaction management system, external guarantee management system and other relevant internal regulations; 2. Consult the company’s regular reports, details of related party transactions and external guarantees, and the board of directors, board of supervisors and shareholders who review related party transactions and external guarantees East conference information and information disclosure documents. 1. Whether a system has been established to prevent 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 have no direct or √
Indirect occupation of 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 related party transaction that is not related √
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding information disclosure obligations √
7. Whether the guaranteed party has no deterioration of financial status, failure to pay off the guaranteed √ debt at maturity, etc
8. If the guaranteed debt continues to be guaranteed after maturity, Whether the corresponding approval procedures and disclosure obligations have been fulfilled again （5） On site inspection means for the use of raised funds: 1. Consult the company’s raised funds management system and the documents related to the formulation and approval of the three meetings; 2. Consult the tripartite supervision agreement for raised funds; 3. Check the bank statement and bank journal of the special account for raised funds; 4. Check the implementation of the investment projects of raised funds on site; 5. Interview the company’s board secretary.
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 √
4. Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, replenishing working capital temporarily, √ replacing pre investment, changing the implementation location, etc. 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, 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 √
Whether the benefits are consistent with the prospectus, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
（6） On site inspection means of performance: 1. Consult the regular reports disclosed by the company to understand the performance fluctuation; 2. Interview the company’s senior executives, check the company’s production and operation sites, and understand the reasons for the performance fluctuation, the risks faced by the company and the company’s countermeasures; 3. Consult the industry research report, compare and analyze with the company to understand the reasons for the performance fluctuation.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large 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: 1. Check the commitment letters made by the company, shareholders and other relevant personnel; 2. Check the company’s periodic reports, interim reports and other information disclosure documents.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
（8） On site inspection means for other important matters: 1. Consult the articles of association, dividend planning, relevant resolutions and information disclosure documents; 2. Consult the company’s major contracts, large capital payment records and relevant vouchers; 3. Interview the company’s senior executives.
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 capital transactions have real transaction background and reasonable reasons √
4. Is there 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 company’s problems found by the early-stage regulators and sponsors have been rectified according to √ relevant requirements II. Problems found in on-site inspection and description
On site inspection found that, Original raised investment project “electromagnetic functional material project” (the total investment is 665.8498 million yuan, the construction period is one year, and the construction site is located in the east of Jingba Road, Dongtai economic development zone and No. 8 Jingba Road, Dongtai Economic Development Zone, Dongtai City, Jiangsu Province). The implementation progress is slower than the original plan. The sponsor will continue to pay attention and supervise with a diligent and responsible attitude, and urge the listed company to take into account its own business plan, external investment environment and other factors Fully demonstrate the follow-up investment plan and scheme of the project, and make corresponding information disclosure.
(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) report on Lingyi Itech (Guangdong) Company(002600) regular on-site inspection in 2021) sponsor representative:
Cui Wei, Hou LiXiao
Guosen Securities Co.Ltd(002736) mm / DD / yy
