China Merchants Securities Co.Ltd(600999)
About Nova Technology Corporation Limited(300921)
On site inspection report of continuous supervision in 2021
Name of Sponsor: China Merchants Securities Co.Ltd(600999) abbreviation of Sponsor: Nova Technology Corporation Limited(300921)
Name of sponsor representative: Wang Lixiang Tel: 075583081312
Name of sponsor representative: Zhang Peng Tel: 075583081312
Name of on-site inspector: Wang Lixiang corresponding period of on-site inspection: 2021
On site inspection time: February 16, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: consult the articles of association and corporate governance system; Check the meeting materials of the company’s previous board of directors, board of supervisors and general meeting of shareholders: including meeting notice, meeting resolution, meeting minutes, sign in form, disclosure announcement and other documents; Check whether there is competition in the same industry and whether the company operates independently.
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 time, place, attendees, meeting content and other elements 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 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 management of the company have changed significantly, 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 corresponding procedures and letter √
Interest disclosure obligation
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: refer to the company’s internal audit system, the rules of procedure of the audit committee of the board of directors, the management system of foreign investment and the description of department responsibilities; Consult the meeting materials of the company’s previous audit committee, internal audit work plan, internal audit work report, internal control evaluation report, special report on the storage and use of raised funds and other documents. 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 have been established within 6 months after the listing of shares, and have been established at the front door of listing (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √
4. Does the audit committee hold 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 quantity of internal audit work 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 once a quarter (if applicable) 7 Whether the internal audit department conducts √ audit on the storage and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits √ the annual internal audit work plan (if applicable) to the audit committee two months before the end of each fiscal year 9 Whether the internal audit department submits √ annual internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Whether the internal audit department submits an internal control evaluation report to the audit committee at least once a year (if applicable) 11 Whether the internal control system of √ preparation and compliance has been established for matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: check the company’s information disclosure management system and investor relations management system; Check the company’s previous information disclosure announcements, record sheet of investor relations activities, attention letters and replies of the exchange and other 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 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) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: check the company’s related party transaction management system, external guarantee management system and special system to prevent the occupation of funds by major shareholders and related parties; Understand the related party transactions and external guarantees of the company; Check the related party transaction agreement, related party transaction approval procedures and relevant documents, and related party transaction information disclosure documents. 1. Whether a system has been established to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying √ funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and their related persons do not directly or indirectly occupy the funds or other resources of the company in Shanghai
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 suffer from deterioration of its financial situation or failure to pay off the guaranteed debt at maturity √
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures have been performed again √
And disclosure obligations
(V) on site inspection means for the use of raised funds: consult the company’s raised funds management system; Obtain the supervision agreement of raised funds; Check the company’s monthly account statement of raised funds and understand the specific use of raised funds; Verify the meeting deliberation documents, bank receipts, disclosure announcements, etc. on the use of over raised funds to supplement working capital.
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 √ funds, 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 loans √, whether the company has not made venture capital 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 √ prospectus, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: consult the regular reports disclosed by the company, interview with relevant principals to understand the company’s financial situation, performance and industry situation; Consult the periodic reports and other information disclosure documents of comparable companies in the same industry to understand the development of the industry.
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 means for the performance of commitments of the company and its shareholders: check the performance of commitments of the company and its shareholders.
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: check the company’s cash dividend system and verify the meeting review documents and implementation of cash dividend; Interview with relevant principals to understand the large amount of capital transactions and the implementation of major contracts.
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 are no significant changes or risks in the process of major investment or the performance of major contracts √
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 √ rectified according to the relevant requirements. II. The problems and explanations found in the on-site inspection have not found any major problems after inspection.
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) on Nova Technology Corporation Limited(300921) 2021 annual continuous supervision on-site inspection report)
Sponsor representative:
Wang Lixiang, Zhang Peng
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
