Guodu Securities Co., Ltd
About Inner Mongolia Dazhong Mining Co.Ltd(001203)
On site inspection report of continuous supervision in 2021
Name of Sponsor: Guodu Securities Co., Ltd. abbreviation of the sponsor: Inner Mongolia Dazhong Mining Co.Ltd(001203)
Name of sponsor representative: Hu Jingjing Tel.: 01084183203
Name of sponsor representative: Lou Jiahang Tel: 01084183203
Name of on-site inspector: Lou Jiahang and Gao Yiyuan. Corresponding period of on-site inspection: May December 2021. On site inspection time: February 23, 2022 to February 28, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: consult the latest articles of association of the company and the management system related to corporate governance; Review the meeting documents and announcement documents of the previous general meetings of shareholders, the board of directors and the board of supervisors held during the reporting period; Conduct on-site visits to the company’s main production and operation sites; Interview with relevant personnel 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 is
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees, meeting contents and other elements are complete, and whether the meeting materials are kept completely
4. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting yes
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws and regulations and the relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether they have fulfilled the corresponding procedures and information disclosure obligations is not applicable
7. If the controlling shareholder or actual controller of the company changes, whether the corresponding procedures and information disclosure obligations are fulfilled
8. Whether the company’s personnel, assets, finance, organization, business and other aspects are independent or not
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is
(II) on site inspection means of internal control: consult relevant system documents of the company’s internal control; Consult the working papers of the audit committee and the internal audit department; Interview with relevant personnel of the company.
1. Whether the internal audit system and internal audit department (if applicable) are established in accordance with relevant regulations
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 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 review the work plans and reports submitted by the internal audit department (if applicable)
5. Whether the audit committee reports the progress, quality and major problems of internal audit to the board of directors at least once a quarter (if applicable) 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 quarterly (if applicable) 7 Whether the internal audit department reviews the storage and use of raised funds at least quarterly (if applicable) 8 Whether the internal audit department submits the annual internal audit work plan to the audit committee two months before the end of each fiscal year (if applicable) 9 Whether the internal audit department submits the annual internal audit 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 Yes (if applicable)
11. Whether it has established a complete and reliable system for engaging in venture capital, entrusted financial management, hedging business, etc
Compliance internal control system (III) on site inspection means of information disclosure: check the company’s information disclosure announcement documents during the reporting period; Consult the company’s management system and corresponding workflow documents related to information disclosure; Interview with relevant personnel 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 or not
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major matters 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) establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: consult the relevant internal control system of the company; Consult the audit report and the annual special audit report on the occupation of funds by related parties; Interview with relevant personnel; Review the instructions provided by the company.
1. Whether there is a system to prevent controlling shareholders, actual controllers and other related persons 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 shareholder, actual controller and other related persons
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 is
4. Is the price of related party transactions fair
5. Whether there is no situation of non affiliated transactions
6. Whether the external guarantee review procedure is in compliance and has fulfilled the corresponding information disclosure obligations is not applicable
7. It is not applicable to whether the guaranteed party has no deterioration of its financial situation or 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, inapplicable procedures and disclosure obligations have been fulfilled again (V) on site inspection means for the use of raised funds: check the tripartite supervision agreement of raised funds and the company’s raised funds management system; Review the statement of raised funds; Review the company’s standing book for the use of raised funds, and consult the vouchers and contracts for the payment of large amounts of funds; Interview with the chief financial officer; Conduct on-site inspection on the company’s raised investment project site;
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for 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 without performing the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital and change the investment direction of raised funds to permanent
If the company replenishes working capital or uses over raised capital to replenish working capital or repay bank loans, it does not apply whether the company has not made high-risk 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 benefits are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds is
(VI) on site inspection means of performance: Interview with relevant personnel of the company; Comparative analysis with the performance of Listed Companies in the same industry; Conduct on-site inspection on the company’s main business premises.
1. Whether there are significant fluctuations in performance
2. Is there 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 commitments of the company and shareholders: Interview with relevant personnel of the company; Check the shareholding changes of the company’s shareholders; Review the instructions provided by the company for fulfilling relevant commitments.
1. Whether the company has fully fulfilled relevant commitments is
2. Whether the shareholders of the company have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: consult the articles of association and the newly revised cash dividend system; Access to audit reports; Conduct on-site inspection of the company’s business premises; Interview with relevant personnel of the company.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the provision of financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether there is real transaction background and reasonable reasons for large capital transactions
4. Whether there are no significant changes or risks in the process of major investment or the performance of major contracts
5. Is there 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 rectified according to relevant requirements, and it is not applicable to change II. Problems found in on-site inspection and description
nothing
(there is no text on this page, which is the signature page of Guodu Securities Co., Ltd. on the 2021 continuous supervision on-site inspection report of Inner Mongolia Inner Mongolia Dazhong Mining Co.Ltd(001203) Co., Ltd.) sponsor representative:
Hu Jingjing, Lou Jiahang
Guodu Securities Co., Ltd. March 14, 2022
