Huaxi Securities Co.Ltd(002926)
About Bece Legend Group Co.Ltd(000803)
Regular on-site inspection report in 2021
Name of recommendation institution: Huaxi Securities Co.Ltd(002926) abbreviation of the recommended company: Bece Legend Group Co.Ltd(000803)
Name of sponsor representative: Kan Daoping Tel: 02886150039
Name of sponsor representative: Zhang Lixue Tel: 02886150039
Names of on-site inspectors: Zhang Lixue, Nie Hongping and Wang Baishan. For epidemic prevention and control reasons, Kan Daoping participated in relevant interviews and meetings online and made on-site visits on some important matters. Corresponding period of on-site inspection: 2021
On site inspection time: February 18, 2022 to February 25, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) consult the articles of association and various rules and regulations; (2) Consult the meeting materials of the board of directors, the board of supervisors and the general meeting of shareholders (hereinafter referred to as the “three meetings”); (3) Interview company personnel.
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 √ 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 managers of the company perform their duties in accordance with relevant laws and regulations and relevant business √ rules of Shenzhen Stock Exchange
6. If the directors, supervisors and senior managers of the company have made significant changes, have they fulfilled the corresponding procedures and information disclosure obligations
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 its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: (1) consult the data of the internal audit department, including the list of employees, internal audit report, etc; (2) Consult the information of the audit committee, including personnel composition, meeting information, etc; (3) Interview company personnel. 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 six 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. Whether the audit committee holds 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 internal audit work to the board of directors at least once a quarter √ progress, 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 Whether the internal audit department conducts an audit on 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 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 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: (1) consult the company’s information disclosure management system and information disclosure documents; (2) Consult the meeting materials of the company’s board of directors, board of supervisors and general meeting of shareholders; (3) Check the records of investor relations activities of the company; (4) Interview company personnel.
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 record of investor relations activities is published in time on the interactive website of Shenzhen Stock Exchange (Ⅳ) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement means of on-site inspection: (1) consult the articles of association, regular reports, details of connected transactions and details of external guarantees; (2) Review the meeting materials and information disclosure documents of the board of directors, the board of supervisors and the general meeting of shareholders related to related party transactions; (3) Interview company personnel. 1. Has a system 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 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 have √ situations such as deterioration of financial condition and failure to pay off the guaranteed debt when due 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 methods for the use of raised funds: (1) consult the company’s raised funds management system; (2) Check the tripartite supervision agreement of raised funds; (3) Check the use account of raised funds and print the bank statement of the special account for raised funds; (4) Check the company’s regular report and the report on the deposit and use of raised funds; (5) Check the progress of the investment project with raised funds on site; (6) Interview company personnel.
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 capital, 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, 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 √
(VI) on site inspection means of performance: (1) check the company’s financial reports and regular reports of Listed Companies in the same industry; (2) Interview company personnel.
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 the company’s and shareholders’ commitments: (1) consult the company’s information disclosure documents;
(2) The letter of commitment made by the shareholders to inspect the company; (3) Interview company personnel.
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: (1) consult the articles of association, profit distribution plan, relevant decision-making materials and information disclosure documents; (2) Check the company’s major contracts, records of receipt and payment of large amounts of funds and relevant vouchers; (3) Interview company personnel.
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 is no significant change or √ risk in the process of major investment or major contract performance
5. Whether there is no significant change or risk in the company’s production and operation environment √
√ whether the problems found in the early stage have been rectified according to the requirements of the recommendation institution and the relevant supervision institution, The shareholders of the company, Beijing Beikong photovoltaic technology development Co., Ltd. and its controlled Fuzhou Beikong Yuyang equity investment partnership (limited partnership), voted against at the general meeting of shareholders held during the continuous supervision. The sponsor has drawn the company’s attention. In case of any change in the controlling shareholder, actual controller or person acting in concert, the company shall timely perform the corresponding information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange and other regulations.
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(there is no text on this page, which is the signature page of Huaxi Securities Co.Ltd(002926) about Bece Legend Group Co.Ltd(000803) 2021 regular on-site inspection report) signature of the sponsor representative:
Kan Daoping, Zhang Lixue
Huaxi Securities Co.Ltd(002926) March 11, 2022
