Haitong Securities Company Limited(600837) about Guangzhou Wahlap Technology Corporation Limited(301011)
On site inspection report of continuous supervision in 2021
Name of the sponsor: Haitong Securities Company Limited(600837) abbreviation of the sponsored company: Guangzhou Wahlap Technology Corporation Limited(301011)
Name of sponsor representative: Zhao Peng Tel: 021-2321 9000
Name of sponsor representative: Lei Hao Tel: 021-2321 9000
Name of on-site inspector: Zhao Peng, Zhang Yuheng corresponding period of on-site inspection: 2021
On site inspection time: December 19, 2021 – December 27, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means: (1) interview and exchange with relevant personnel of the company’s management; (2) Consult the company’s periodic reports and other information disclosure documents; (3) Consult the relevant documents of the company’s three meetings, including meeting notice, proposal, vote, meeting minutes, resolution, etc; (4) Check the related parties and related transactions of the company; Check whether the company and its affiliated enterprises have any situation affecting their independence in terms of personnel, assets, finance, institutions and business; Check whether there are violations such as horizontal competition and obviously unfair connected transactions.
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 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 managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of Shenzhen Stock Exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether the corresponding procedures and information have been implemented √
Disclosure obligation
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the 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) interview and exchange with relevant personnel of corporate governance and management; (2) Inspect the company’s main production plants and main business offices; (3) Check the compliance of the personnel composition of the company’s internal audit department and Audit Committee; (4) Consult relevant meeting documents of the audit committee of the company;
(5) Consult the internal control self-evaluation report and other documents issued by the company’s internal audit department; (6) Review various internal control systems formulated by the company and check the internal control and implementation of the company. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √
2. Whether the internal audit system and internal audit system are established within 6 months after the listing of shares √
Audit department (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 quarterly to review the internal audit department √
Work plan and report submitted by the door (if applicable)
5. Does the audit committee report to the board of directors at least once a quarter √
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 quarterly
7. Is the internal audit department responsible for the storage and use of raised funds at least quarterly √
Conduct an audit (if applicable)
8. Does the internal audit department audit within two months before the end of each fiscal year √
The committee shall submit the internal audit work plan for the next year (if applicable)
9. Does the internal audit department audit within two months after the end of each fiscal year √
Annual internal audit report submitted by the Committee (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 a complete and compliant internal control system has been established for venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: (1) interview and exchange with relevant personnel of the management to understand the implementation of the company’s information disclosure management system; (2) Inspect the company’s main production plants and main business offices; (3) Check the company’s information disclosure documents and relevant supporting documents to verify whether the information disclosure is consistent with the actual situation; (4) Consult the company’s information disclosure management system and other relevant documents; (5) Check the relevant information on the interactive website of Shenzhen Stock Exchange and relevant media reports on the company; (6) Check the record of investor relations activities of the company and check whether the record of investor relations activities of the company is published on the interactive website of Shenzhen Stock Exchange in time.
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 interactive in Shenzhen Stock Exchange in time √
(IV) on site inspection on the establishment and implementation of a long-term mechanism to protect the company’s interests from infringement means: (1) interview and exchange relevant personnel of the governance and management of listed companies to understand the implementation of the company’s fund management system, related party transaction management system, investment and operation decision-making system and other systems; (2) Consult the articles of association, related party transaction management system and other relevant system documents; (3) Check the company’s related party transactions, external guarantee related contracts, vouchers, three meetings documents, information disclosure documents, etc. 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 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 in compliance 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 is free from deterioration of financial status and failure to pay off the guaranteed debt when due √
Other situations
8. If the guaranteed debt continues to be guaranteed after maturity, has the corresponding √ been performed again
Approval procedures and disclosure obligations (5) on-site inspection means for the use of raised funds: (1) interview and exchange with relevant personnel of the management of listed companies; Understand the company’s management measures for the use of raised funds and their implementation; (2) Check the bank statement of the company’s special account for raised funds; (3) Spot check the large amount contracts for the use of the company’s raised funds, the approval forms for the use of funds, payment vouchers, etc; (4) Consult the special report of the board of directors on the use of raised funds; (5) Check the documents of the three meetings and information disclosure documents related to the use of the company’s raised funds.
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 are no situations such as changing the purpose of raised funds without performing the review procedures, temporarily replenishing working capital, 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 √ to 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, project progress and investment benefit √
Whether it is 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 company’s periodic reports and other materials; (2) Consult the information disclosure documents such as periodic reports of comparable companies in the same industry and the development status of the industry.
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) interview and exchange with relevant personnel such as the governance, management and shareholders of listed companies to understand the commitment performance; (2) Check the relevant documents and information disclosure of the company and shareholders’ relevant commitments and their performance.
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) interview and exchange with relevant personnel such as the management and management of the listed company; (2) Review and verify the company’s cash dividend system and its implementation; (3) Consult the company’s relevant contracts, vouchers, three meetings documents, information disclosure documents and other materials on external financial assistance, major investment, major contracts, large capital transactions and other important matters; (4) Consult the development status of the industry and other materials, and search the network for relevant media reports.
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. 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 problems found by the early-stage regulators and sponsors have been solved according to the relevant √
Rectification required by relevant authorities II. Problems found in on-site inspection and description
None.
(no text below)
(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) on Guangzhou Wahlap Technology Corporation Limited(301011) 2021 annual continuous supervision on-site inspection report) signature of the sponsor representative:
Zhao penglei Hao
Sponsor: Haitong Securities Company Limited(600837) December 30, 2021
