Hualong Securities Co., Ltd
About Lanzhou Zhuangyuan Pasture Co.Ltd(002910)
2021 annual continuous supervision and regular on-site inspection report
Name of Sponsor: Hualong Securities Co., Ltd. abbreviation of the sponsor: Lanzhou Zhuangyuan Pasture Co.Ltd(002910) (002910)
Name of sponsor representative: Hu Lin Tel: 0931-4890268
Name of sponsor representative: Ma Jun Tel: 0931-4890268
Name of on-site inspector: Hu Lin, Jia Ruyi corresponding period of on-site inspection: 2021
On site inspection time: December 28-29, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means: check the documents of the company’s third meeting, corporate governance system and other documents, and check the documents such as the notice, record and signature book of the third meeting; Obtain the change decision-making documents and information disclosure documents of controlling shareholders, actual controllers, directors, supervisors and senior managers; Interview the Secretary of the board of directors of listed companies; Check the main management sites of the company on site
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 meeting minutes of the third meeting are complete, and the time, place, attendees and meeting contents shall be checked
Whether the documents are complete and whether the meeting materials are kept intact √
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 comply with relevant laws, administrative regulations, departmental rules and normative documents
√ perform duties according to relevant business rules of the exchange
6. Whether the directors, supervisors and senior management of the company have fulfilled the corresponding procedures and information disclosure obligations in case of major changes
Business √
7. If the controlling shareholder or actual controller of the company changes, whether the corresponding procedures have been performed
And information disclosure obligations √
8. Whether the company’s personnel, assets, finance, organization and business are independent √
During the year, there was horizontal competition in raw milk sales, which has passed 9.5% Whether there is no reasonable way to solve the horizontal competition between the company, the controlling shareholder and the actual controller, and has fulfilled the announcement procedures. At present, there is no on-site inspection means of internal control: consult the company’s internal audit system and the data of the internal audit department; Check the personnel composition of the internal audit department, work plans and reports submitted, internal control evaluation reports and other internal control systems; Interview with internal auditors 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
Door (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 consider the suggestions made by the internal audit department
Submitted work plan and report (if applicable) √
5. Does the audit committee report the progress of internal audit to the board of directors at least quarterly
Degree, quality and major problems found (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 Does the internal audit department review the deposit and use of raised funds at least quarterly
One audit (if applicable) √
8. Does the internal audit department report to the audit committee within two months before the end of each fiscal year
Internal audit work plan for the next year will be submitted (if applicable) √
9. Does the internal audit department report to the audit committee within two months after the end of each fiscal year
Annual internal audit report will be submitted (if applicable) √
10. Does the internal audit department submit an internal control review to the audit committee at least once a year
Price report (if applicable) √
11. Whether it has established a complete system for engaging in venture capital, entrusted financial management, hedging business, etc
Internal control system for preparation and compliance √
（3） On site inspection means of information disclosure: consulting the company’s information disclosure system, investor management system, investor relations management archives, etc; Check the company’s announcement and tide information website; Check the registration form of insiders of the company; Interview with the Secretary of the board of directors of the company
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 company’s information disclosure
Relevant provisions of management system √
6. Whether the investor relations activity record form is published on the interactive website of the exchange in time √
（4） Establishment and implementation of long-term mechanism to protect the company’s interests from infringement
On site inspection means: obtain system documents such as related party transactions and external guarantees, and consult regular reports, details of related party transactions and details of external guarantees; Review the review procedures and information disclosure documents related to related party transactions and external guarantees; 1. Interview with the company’s financial director Is there a system to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly
System of occupying funds or other resources of listed companies √
2. Whether there is no direct or indirect occupation by the controlling shareholders, actual controllers and their affiliates
Capital 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, etc
Shape √
8. If the guaranteed debt continues to provide guarantee after maturity, has the corresponding approval been performed again
Procedures and disclosure obligations √
（5） On site inspection means for the use of raised funds: check the transfer certificate of the company’s raised funds account, tripartite supervision agreement, bank flow of the special account for raised funds, on-site visit of raised investment, interview with relevant responsible persons of raised investment projects, Secretary of the board of directors, etc
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 change in the purpose of raised funds or temporary supplementary flow without performing the review procedures
Working capital, replacement, pre investment, change of implementation location, etc. √
5. If the idle raised funds are used to temporarily supplement the working capital, the investment direction of the raised funds is changed to permanently supplement the working capital, or the over raised funds are used to supplement the working capital or repay the bank √ loan, 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 benefit are √ consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds √
（6） On site inspection means of performance: communicate with the person in charge of the company’s financial department and the Secretary of the board of directors on the performance of 2021; Check the development status of the industry, the company and the relevant performance data reported regularly by the listed companies in the same industry, etc
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） Performance of commitments of the company and shareholders
On site inspection means: check the company’s commitments and performance; Check the relevant commitments and implementation of the company’s shareholders
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: consult the articles of association, dividend planning, relevant resolutions and information disclosure documents; Check the company’s major contracts, large capital payment records and relevant vouchers; Pay attention to the compliance operation of the company and whether it is subject to administrative punishment; Retrieve relevant reports from authoritative media
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 in the process of major investment or 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 solved according to relevant requirements
Rectification required √
2、 On site inspection found
