Hualong Securities Co., Ltd
About Zhejiang Taitan Co.Ltd(003036)
2021 annual continuous supervision and regular on-site inspection report
Name of Sponsor: Hualong Securities Co., Ltd. abbreviation of the sponsor: Zhejiang Taitan Co.Ltd(003036)
Name of sponsor representative: Quan Hongtao Tel.: 02150934089
Name of sponsor representative: Hu Lin Tel: 09314890268
Name of on-site inspector: Quan Hongtao
Corresponding period of on-site inspection: January 28, 2021 - December 31, 2021
On site inspection time: March 2, 2022 to March 3, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: refer to the articles of association, internal control system, rules of procedure of the "three meetings" of the company and meeting materials; Communicate with relevant person in charge of the company, etc.
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 meeting 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 √ complete 4 Whether the resolution of the third meeting is signed by relevant personnel attending the meeting √ for confirmation 5 Whether the directors, supervisors and senior management of the company perform their duties and responsibilities in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the 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, it is √
Whether the corresponding procedures and information disclosure obligations have been fulfilled 8 Whether the personnel, assets, finance, organization and business of the company 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: consult the company's internal audit system and relevant internal control system, and check relevant records of the board of directors, resolutions of the audit committee meetings, work plans and reports submitted by the internal audit department, etc. 1. Whether the internal audit system is established and the internal audit department 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 √
3. Establish internal audit department (if applicable) Whether the personnel composition of the internal audit department and the audit committee complies with √ (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) Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if √ applicable) 6 Does the internal audit department report the implementation of the internal audit work plan and internal audit to the audit committee at least quarterly
√ problems found in the work
(if applicable) 7 Whether the internal audit department conducts an audit on the deposit √ release and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits the internal audit work plan of the next year 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 √ internal control evaluation report to the audit committee at least once a year (if applicable) 11 Whether a complete and compliant internal control system has been established for √ items engaged in venture capital, entrusted financial management, hedging business, etc
(III) on site inspection means of information disclosure: consult the company's management system related to information disclosure; Consult the company's "three meetings" materials and information disclosure archives; Consult the company's information disclosure announcement, transmission and review related materials; Query the website of Shenzhen Stock Exchange; Interview relevant management 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 √
3. Whether the disclosed matters of the company have not changed significantly or have 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 the long-term mechanism to protect the company's interests from infringement. On site inspection means: refer to the company's articles of association, related party transaction management system and other systems; Communicate with directors, supervisors, senior managers, financial personnel and other relevant personnel of the company; Consult the relevant decision-making procedures and information disclosure documents of the board of directors, the board of supervisors, independent directors, the audit committee and the general meeting of shareholders. 1. Whether a system has been established to prevent the controlling shareholders, actual controllers and their related √ associates from directly or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and their related persons 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 has fulfilled the corresponding information disclosure obligations 7 Whether the guaranteed party has no deterioration of financial condition, unclear maturity √ repayment of guaranteed debt, etc
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 means for the use of raised funds: consult the company's raised funds management system and relevant three meeting documents; Check the three-party / four-party supervision agreement, the sub ledger of the special account for raised funds and the bank statement; Communicate with relevant personnel of the company to understand the implementation and progress of raised investment projects; Check the approval documents and announcements related to the company's use of some idle raised funds to temporarily supplement working capital; Visit the implementation site of the company's fund-raising projects and check the implementation of the fund-raising projects. 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 with financial management in violation of regulations 4 Whether there is no case of changing the purpose of raised funds √ without performing the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 Temporarily replenish working capital with idle raised funds
Change of capital investment direction to permanent supplementary working capital or use of excess √
If the fund-raising fund is 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 benefits are consistent with the prospectus. 7 Whether there are no major risks during the implementation of the raised funds project √ (Ⅵ) on site inspection means of performance: consulting financial reports and other materials, communicating with relevant personnel of the company, consulting the performance of the same industry, etc.
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, whether there is √ obvious abnormality in the company's performance (VII) on-site inspection means of the company and shareholders' commitment performance: consult the company's periodic reports and other materials, and check the performance of commitments made by the company, shareholders and other relevant 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: check the company's cash dividend system and check the implementation; Understand the company's large capital transactions and the implementation of major contracts, and randomly select the contract documents and capital transaction vouchers of relevant businesses. 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 there is real transaction background and reasonable √ reasons for large capital transactions 4 Whether there is no √ major change or risk in the process of major investment or major contract performance 5 Is there no significant change in the company's production and operation environment or risk √ insurance
6. Problems found by regulators and sponsors in the early stage √
Whether it has been rectified according to relevant requirements II. Problems found in on-site inspection and description none (there is no text below)
(there is no text on this page, which is the signature page of Hualong Securities Co., Ltd. on Zhejiang Taitan Co.Ltd(003036) 2021 annual regular on-site inspection report of continuous supervision)
Sponsor representative:
Quan Hongtao Hu Lin
Hualong Securities Co., Ltd
specific date
