China Greatwall Securities Co.Ltd(002939)
About Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
On site inspection report of continuous supervision in 2021
Name of the sponsor: China Greatwall Securities Co.Ltd(002939) abbreviation of the sponsored company: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Name of sponsor representative: an Zhongliang Tel.: 0755-83516222
Name of sponsor representative: Qian Wei Tel: 0755-83516222
Name of on-site inspector: an Zhongliang, Zhang Runze corresponding period of on-site inspection: 2021
On site inspection time: December 23 and 24, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means: (1) consult the meeting materials and public information disclosure documents of the company's board of directors, board of supervisors and general meeting of shareholders; (2) Consult the articles of association and various rules and regulations; (3) Interview some executives of the company.
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 √ contents of the meeting are complete, and whether the meeting materials are kept completely
4. Whether the resolution of the third meeting is 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. Whether the directors, supervisors and senior managers of the company perform the obligations of √ disclosure of corresponding procedures and information in case of changes
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled √
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 √
（2） On site inspection means of internal control: (1) consult relevant systems of the company's internal control, work records of the audit committee and internal audit department, internal control evaluation report and other relevant materials; (2) Interview the directors and senior managers of the company. 1. Whether the internal audit system is established and the internal audit department √ door is established in accordance with relevant regulations (if applicable)
2. Whether the internal audit system is established within 6 months after the listing of shares and √
Audit department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is in compliance (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 progress to the board of directors at least once a quarter Quality and major problems found (if applicable) 6. Does the internal audit department report the implementation of the internal audit work plan and √ problems found in the internal audit work to the audit committee at least once a quarter (if applicable) 7. Does the internal audit department audit the storage 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 to the audit committee within two months before the end of each fiscal year (if applicable) 9. Whether the internal audit department submits the annual internal audit work report to the audit committee within two months after the end of each fiscal year (if applicable) 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 it has √ established a complete and compliant internal control system for venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: (1) consult the meeting materials of the company's board of directors, board of supervisors and general meeting of shareholders; (2) Consult the company's public information disclosure documents and information disclosure supporting documents; (3) Consult the relevant systems of the company's information disclosure; (4) Spot check the internal approval process documents of the company's information disclosure;
1. Whether the disclosed announcement of 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 form of investor relations activities is published on the interactive website of the exchange in time √ (IV) the establishment and implementation of a long-term mechanism to protect the company's interests from infringement. On site inspection means: (1) consult the articles of association and related transaction systems; (2) Interview some senior executives of the company and consult the company's information disclosure documents.
1. Whether there is a direct √ system to prevent controlling shareholders, actual controllers and their affiliates
The system of directly or indirectly occupying the funds or other resources of the listed company
2. Whether the controlling shareholders, actual controllers and their affiliates have no direct or √
Indirect occupation of 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 non related transaction √
√ (except for the pair of sons and daughters)
6. Whether the external guarantee review procedure is compliant and the corresponding guarantee of the information disclosure department is fulfilled, no
Other obligations
(external guarantee)
√ (except for the pair of sons and daughters)
7. Whether the guaranteed party is free from deterioration of financial condition, failure to pay off the company's guarantee when due, and
There are other impacts on the insured debt
(external guarantee)
√ (except for the pair of sons and daughters)
8. If the guaranteed debt continues to be guaranteed after maturity, it does not matter whether the company's guarantee has been performed again
There are other restrictions on the corresponding approval procedures and disclosure obligations
(external guarantee)
（5） On site inspection means for the use of raised funds: (1) consult the company's raised funds management system; (2) Check the statement of the company's special account for raised funds and spot check the vouchers for the use of large raised funds; (3) Check the standing book of raised investment projects; (4) Interview senior management of the company; (5) Check the construction of raised investment projects on the spot.
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 is no change in the purpose of the raised funds without performing the review procedures
Temporary replenishment of working capital, replacement of pre investment, change of implementation location, etc. √
Form 5. Use idle raised funds to temporarily supplement working capital and invest the raised funds
Change to permanent working capital or supplement working capital with over raised capital √
Whether the company has not made venture capital investment within the commitment period in case of payment or repayment of bank loans
6. Whether the use of raised funds is consistent with the disclosed situation, project progress and investment √
Whether the capital benefit is consistent with the prospectus, 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 regular reports disclosed by the company to understand the performance fluctuation; (2) Compare with the operation of Listed Companies in the same industry; (3) Interview senior executives of the company.
1. Whether the performance fluctuates greatly √
2. Whether there is a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, whether there are no obvious abnormalities in the company's performance √ (VII) on-site inspection methods for the performance of the company and shareholders: (1) check the relevant commitments made by the company and shareholders before listing; (2) Check the shareholding information of the company's shareholders issued by China depository and Clearing Corporation; (3) Consult the company's public information disclosure documents.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the company's shareholders have fully fulfilled relevant commitments √
（8） On site inspection means for other important matters: (1) consult the articles of association, dividend planning and relevant resolutions of the three sessions; (2) Consult the company's information disclosure documents; (3) Spot check large amount capital transaction vouchers of major banks; (4) Interview senior executives and financial personnel of the company.
1. Whether the cash dividend system is fully implemented and truthfully disclosed √
√ (except for the existence of funds with subsidiaries, 2. Whether the external financial assistance is legal and compliant, and truthfully disclose the transactions, there is no other external financial assistance)
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 contracts
5. Whether there is no significant change or risk in the company's production and operation environment √
6. Have the problems found by the regulatory authorities and the sponsor in the early stage been rectified according to √ relevant requirements? II. Problems found in the on-site inspection and description
Shandong Liancheng Precision Manufacturing Co.Ltd(002921) the term of office of the second board of directors and board of supervisors has expired on November 20, 2021. In view of the fact that the nomination of candidates for the new board of directors and board of supervisors of the company has not been completed, the general election of the board of directors and board of supervisors of the company has been appropriately postponed, and the term of office of members of special committees and senior managers under the board of directors has also been postponed accordingly. The recommendation institution has suggested that the company complete the general election of the board of directors and the board of supervisors as soon as possible, and perform the corresponding information disclosure obligations.
(there is no text on this page, which is the signature page of China Greatwall Securities Co.Ltd(002939) on Shandong Liancheng Precision Manufacturing Co.Ltd(002921) 2021 annual continuous supervision on-site inspection report)
Sponsor representative:
An Zhongliang Qian Wei
China Greatwall Securities Co.Ltd(002939) December 31, 2021
