China Securities Co.Ltd(601066)
About Zte Corporation(000063)
Continuous supervision and regular on-site inspection report
Sponsor name: China Securities Co.Ltd(601066) sponsor company abbreviation: Zte Corporation(000063)
Name of sponsor representative: Wu Chunlei Tel: 075523953851
Name of sponsor representative: Qiu Ronghui Tel: 075523619561
Name of on-site inspector: Wu Chunlei corresponding period of on-site inspection: 2021
On site inspection time: February 28 – March 4, 2022
1、 On site inspection items and opinions
(I) corporate governance not applicable
On site inspection means: consulting the articles of association, relevant rules and regulations of corporate governance, “three meetings” meeting materials and information disclosure documents, interviewing the management, etc.
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 is
3. Whether the meeting 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. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting yes
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws and regulations and relevant business rules of the exchange
6. If the directors, supervisors and senior managers of the company have made significant changes, whether they have fulfilled the corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled the obligation of not applicable corresponding procedures and information disclosure 8 Whether the company’s personnel, assets, finance, organization and business are independent is
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is
(II) on site inspection means of internal control: consulting relevant records of the board of directors, resolutions of the audit committee, work plans and reports submitted by the internal audit department, internal control evaluation reports and other internal control systems, interviewing internal auditors, etc. 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 is established within 6 months after the listing of shares and whether the internal audit department (if applicable) is established 3 Whether the composition of internal audit department and audit committee is in compliance (if applicable)
4. Whether the audit committee meets at least once a quarter to consider 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 quarterly (if applicable) 7 Does the internal audit department audit 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 within 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 a complete and compliant internal control system has been established for matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consulting the company’s information disclosure documents and investor relations activity records, verifying and comparing with the resolution documents of the company’s general meeting of shareholders, the board of directors, its special committees and the board of supervisors, interviewing relevant personnel, etc.
1. Whether the announcement disclosed by the company is consistent with the actual situation
2. Whether the contents disclosed by the company are complete or not
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major matters 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 record form of investor relations activities is published on the interactive e-commerce website of the exchange in time is a means to carry out on-site inspection on the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement: consult the articles of association, the measures for the administration of related party transactions, the measures for the administration of external guarantees and other systems, as well as the board of directors, the board of supervisors, independent directors Relevant decision-making procedures and information disclosure documents of the audit committee, sampling and checking the vouchers of the company’s large capital transactions, interviewing relevant personnel, etc. 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. Is the price of related party transactions fair
5. Whether there is no situation of non affiliated transactions
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding obligation of information disclosure 7 Whether the guaranteed party does not have the situation of deterioration of financial status, failure to pay off the guaranteed debt at maturity, etc
8. If the guaranteed debt continues to provide guarantee after maturity, whether the applicable approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds: check the transfer certificate of the company’s raised funds account, the tripartite supervision agreement, the detailed account of the raised funds account, as well as the information disclosure documents related to the raised funds, on-site interviews Raise funds to invest in project construction, interview relevant personnel, etc.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for 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 case of changing the purpose of raised funds without fulfilling the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 If idle raised funds are used to supplement working capital temporarily, the investment direction of raised funds is changed to permanent supplementary working capital, or over raised funds are used to supplement working capital or repay bank loans, 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, and whether the project progress and investment benefits are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds is
(VI) on site inspection means of performance: consulting the regular reports and industry research reports of the company and listed companies in the same industry, analyzing financial statements and major accounting matters, understanding the company’s business environment, interviewing relevant personnel, etc.
1. Whether there are significant fluctuations in performance
2. Is there 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 is (VII) on-site inspection means of the company and shareholders’ commitment performance: consulting the company’s announcement on commitment performance, interviewing relevant personnel, etc.
1. Whether the company has fully fulfilled relevant commitments is
2. Whether the shareholders of the company have fully fulfilled relevant commitments is
(VIII) on site inspection means of other important matters: consult the company’s latest articles of association, cash dividend system, large capital transactions, major investment documents, regular reports and “three meetings” materials, as well as accounting firms, law firms and other securities companies
Professional opinions provided by service institutions, browsing relevant industry reports, understanding the company’s business environment, verifying the implementation of the company’s cash dividends, interviewing relevant personnel, etc.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the provision of financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether there is real transaction background and reasonable reasons for large capital transactions
4. Whether there is no significant change or risk in the process of major investment or major contract performance
5. Is there no significant change or risk in the company’s production and operation environment
6. Whether the problems found by the regulatory authorities and sponsors in the early stage have been rectified according to the relevant inapplicable requirements. II. The problems and explanations found in the on-site inspection have not found any major problems after inspection.
