Citic Securities Company Limited(600030)
About Shenzhen Capol International&Associatesco.Ltd(002949)
On site inspection results of continuous supervision in 2021 and matters needing attention of the company Shenzhen Capol International&Associatesco.Ltd(002949) :
As the sponsor of your company’s continuous supervision, our company has earnestly performed the responsibility of continuous supervision to your company in accordance with the relevant requirements of the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange. After continuous supervision and on-site inspection, the company believes that in 2021, your company generally operated well in important aspects such as corporate governance, internal control system, operation of the three sessions, information disclosure, independence, related party transactions, external guarantees, major foreign investment, use of raised funds and operating conditions, and met the relevant requirements of the stock listing rules of Shenzhen Stock Exchange.
According to the on-site inspection, our company believes that your company’s current operation, use of raised funds and other important aspects are generally running well, meet the requirements of the stock listing rules of Shenzhen Stock Exchange and other regulations, and there are no major problems and no matters brought to the attention of the company. Attachment: regular site inspection report
Sponsor: Citic Securities Company Limited(600030) (seal): mm / DD / yyyy
Regular site inspection report
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsored company: Shenzhen Capol International&Associatesco.Ltd(002949)
Name of sponsor representative: Kong Shaofeng Tel.: 13925221860
Name of sponsor representative: Ju Pengfei Tel: 18926567188
Name of on-site inspector: Kong Shaofeng, Ju Pengfei, Chen Yihao corresponding period of on-site inspection: 2021
On site inspection time: November 29, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means:
(i) Interview directors, supervisors, senior managers and relevant personnel of listed companies;
（2） Check the main production, operation and management sites of the listed company;
（3） Consulting, copying, recording, recording, video recording and photographing 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 third board of directors 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 in accordance with relevant laws, administrative regulations, departmental rules, normative √ documents and relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, have they fulfilled the corresponding procedures and information disclosure √
obligation
7. If the controlling shareholder or actual controller of the company changes, has it 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 the controlling shareholders and actual controllers √
（2） 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 6 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 Does the audit committee hold a meeting at least once a quarter to review the work plans and reports submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit work to the board of directors at least quarterly √ progress, quality and major problems found (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 (e.g
(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 (if applicable) to the audit committee two months before the end of each fiscal year 9 Whether the internal audit department submits the annual internal audit report (if applicable) to the √ member committee of the audit committee within two months after the end of each fiscal year 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 a √ complete and compliant internal control system has been established for engaging in venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure (including but not limited to those listed in Article 33 of these guidelines):
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 (including but not limited to those listed in Article 33 of these guidelines): 1 Whether a system has been established to prevent the 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 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 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 does not have √ situations such as deterioration of financial status and 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 and disclosure obligations have been fulfilled 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 financial management in violation of regulations √ 4 Whether there is no case of changing the purpose of raised funds, temporarily replenishing √ working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to √ permanently supplement working capital, or use over raised funds to supplement working capital or repay
For bank loans, whether the company has not made venture capital 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 no major risks during the implementation of the project with raised funds √
（6） 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 √
2. Is there a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company’s performance √
（7） On site inspection means 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 √
（8） 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 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 the relevant √ requirements. II. The problems and explanations found in the on-site inspection are not available for the time being
Signature of sponsor representative: Kong Shaofeng
Date: Ju Pengfei
Sponsor: Citic Securities Company Limited(600030) mm / DD / yyyy (with official seal)
