Citic Securities Company Limited(600030)
About Changchun Engley Automobile Industry Co.Ltd(601279)
On site inspection report of continuous supervision in 2021
Shanghai Stock Exchange:
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor” or ” Citic Securities Company Limited(600030) “) is a sponsor of initial public offering and listing of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as ” Changchun Engley Automobile Industry Co.Ltd(601279) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the guidelines for the continuous supervision of listed companies on Shanghai Stock Exchange, the measures for the administration of funds raised by listed companies on Shanghai Stock Exchange and other relevant provisions, The on-site inspection of Changchun Engley Automobile Industry Co.Ltd(601279) was carried out from December 25, 2021 to December 26, 2021. The inspection is reported as follows: I. Basic information of this on-site inspection (I) sponsor
Citic Securities Company Limited(600030) (II) sponsor representative
Huang Xinyan and Li Yanmei (III) on site inspection time
December 25, 2021 to December 26, 2021
(4) Site inspector
Huang Xinyan (V) on site inspection means:
1. Interview with directors, supervisors, senior managers and relevant personnel of listed companies;
2. Inspect the main production and business premises of the listed company;
3. Check the “three meetings” documents of the company since its listing;
4. Consult and copy the vouchers for the use of the raised funds of the listed company and the details of the balance of the raised funds account. 2、 Main items and opinions of this on-site inspection (I) corporate governance and internal control
The on-site inspectors consulted the Changchun Engley Automobile Industry Co.Ltd(601279) articles of association, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and other systems and documents related to corporate governance, and reviewed the meeting notices, resolutions and other meeting materials of the board of directors, the board of supervisors and the extraordinary general meeting of shareholders held during the continuous supervision period. At the same time, the on-site inspectors also consulted the related party transaction management system and other internal control systems and communicated with some senior managers and financial personnel of the company.
After verification, the sponsor believes that: Changchun Engley Automobile Industry Co.Ltd(601279) has established a relatively perfect corporate governance structure, a sound and effective internal control system, directors, supervisors and senior managers can perform their duties in accordance with the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations, a good internal control environment and effective risk control. (2) Information disclosure
The on-site inspectors inspected the documents and minutes of the third meeting of the company, compared and analyzed the relevant information disclosed on the designated network, and consulted other information disclosure documents and their supporting documents.
After verification, the recommendation institution believes that: Changchun Engley Automobile Industry Co.Ltd(601279) has made information disclosure in accordance with the relevant provisions of the regulatory authorities and publicly issued various announcements in accordance with the law to ensure that all major information disclosure is timely, accurate, true and complete, and there are no false records, misleading statements or major omissions. (3) The company’s independence and fund transactions with controlling shareholders, actual controllers and other related parties, the on-site inspectors consulted the system documents, relevant meeting minutes and announcement documents of Changchun Engley Automobile Industry Co.Ltd(601279) related transactions, consulted the transactions between the company and its subsidiaries and related parties, and communicated with Changchun Engley Automobile Industry Co.Ltd(601279) financial personnel.
After verification, the recommendation institution believes that: Changchun Engley Automobile Industry Co.Ltd(601279) assets are complete, personnel, institutions, business and finance remain independent, and there is no illegal occupation of the company’s funds by related parties. (4) Use of raised funds
The on-site inspectors consulted the account opening of the company’s raised funds account, the original vouchers and bank statements related to the use of raised funds, the meeting minutes and announcements related to the use of raised funds, as well as the company’s raised funds management system and the decision-making procedure documents on the expenditure and use of raised funds. After verification, the recommendation institution believes that: Changchun Engley Automobile Industry Co.Ltd(601279) the deposit and use of the raised funds meet the requirements of relevant regulations, and the use of the raised funds is consistent with the disclosed situation. From the time the raised funds were in place to the signing date of this report, Changchun Engley Automobile Industry Co.Ltd(601279) fulfilled the necessary decision-making procedures and information disclosure obligations for the management and use of the raised funds, and there were no violations of laws and regulations, in line with the relevant provisions on the deposit and use of the raised funds of Listed Companies in the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange. (5) Related party transactions, external guarantees and major external investment
The on-site inspectors consulted the company’s relevant systems, resolutions of the board of directors and the general meeting of shareholders and information disclosure documents, consulted the company’s related party transaction agreement, and interviewed relevant personnel.
After verification, the sponsor believes that: Changchun Engley Automobile Industry Co.Ltd(601279) has standardized the decision-making authority and decision-making mechanism of related party transactions, foreign guarantees and foreign investment, and there are no major violations of laws and regulations and damage to the interests of minority shareholders in related party transactions, foreign guarantees and foreign investment. (6) Operating conditions
The on-site inspectors consulted the relevant industry information involved in Changchun Engley Automobile Industry Co.Ltd(601279) and the company’s business performance, and communicated with the company’s senior management and business personnel to understand the recent industry and market changes and the company’s business performance.
After verification, the sponsor believes that: Changchun Engley Automobile Industry Co.Ltd(601279) business model and business environment have not changed significantly, and the operation and management of the company is normal. (7) Other matters that the sponsor considers should be subject to on-site inspection
None. 3、 Matters and suggestions brought to the attention of listed companies
Changchun Engley Automobile Industry Co.Ltd(601279) in terms of corporate governance, internal control, operation of the three sessions, information disclosure, independence, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, major foreign investment and operation, the overall operation is good and meets the requirements of the stock listing rules of Shanghai Stock Exchange, There are no major problems and no matters brought to the attention of the company. 4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
This on-site inspection did not find Changchun Engley Automobile Industry Co.Ltd(601279) any matters that should be reported to the CSRC and the stock exchange in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant provisions. 5、 Cooperation of listed companies and other intermediaries
During the on-site inspection, Changchun Engley Automobile Industry Co.Ltd(601279) relevant personnel can actively cooperate with the on-site interview and data access, and timely provide the data required for the inspection, which provides necessary support for the on-site inspection.
The on-site inspection was conducted independently by the sponsor, and no other intermediary was arranged to cooperate. 6、 Conclusion of this site inspection
Citic Securities Company Limited(600030) has conscientiously performed its continuous supervision responsibilities for Changchun Engley Automobile Industry Co.Ltd(601279) in accordance with the relevant requirements of the guidelines for continuous supervision of listed companies on Shanghai Stock Exchange. After this on-site verification, Citic Securities Company Limited(600030) believes that since its listing, Changchun Engley Automobile Industry Co.Ltd(601279) has been in corporate governance, internal control system, three sessions operation, information disclosure, independence, related party transactions, external guarantee The operation of major foreign investment and other important aspects meets the relevant requirements of the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and the stock listing rules of Shanghai Stock Exchange. There has been no major adverse change in the operation of Changchun Engley Automobile Industry Co.Ltd(601279) . Our company will continue to pay attention to the progress of the investment project with Changchun Engley Automobile Industry Co.Ltd(601279) raised funds, and urge the company to use the raised funds effectively and reasonably.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) on Changchun Engley Automobile Industry Co.Ltd(601279) 2021 on-site inspection report of continuous supervision) signature of the sponsor representative:
Huang Xinyan, Li Yanmei
Citic Securities Company Limited(600030) mm / DD / yy