About Tangrenshen Group Co.Ltd(002567)
Regular on-site inspection report of continuous supervision in 2021
Name of Sponsor: Zhongtian Guofu Securities Co., Ltd. abbreviation of the sponsor: Tangrenshen Group Co.Ltd(002567)
Name of sponsor representative: Zhang Jin Tel: 0755-88603888
Name of sponsor representative: Xiang Jun Tel: 0755-88603888
Name of on-site inspector: Xiang Jun corresponding period of on-site inspection: 2021
On site inspection time: December 29, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
On site inspection means: on-site inspection of the company's main business premises; Consult the articles of association, main governance systems, documents of the third meeting and other materials; Interview relevant senior managers of listed companies.
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, including time, place, attendees and meeting contents
Whether the requirements are complete and whether the meeting materials are kept intact √
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 comply with relevant laws, administrative regulations, departmental rules and specifications
Performance of duties in accordance with relevant documents 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 the corresponding procedures and information have been implemented √
Disclosure obligation
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 the controlling shareholders and actual controllers √
（2） On site inspection means of internal control: consult the company's internal audit system, reports of internal audit department and other materials, and communicate with relevant personnel of the company.
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 system are established within 6 months after the listing of shares √
Accounting department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant √
4. Whether the audit committee holds a meeting at least quarterly 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 quarterly √ 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 quarterly (if √ applicable) 7 Does the internal audit department audit 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 work report to the audit committee √ committee within two months after the end of each fiscal year (if applicable)
10. Does the internal audit department submit the internal control report to the audit committee at least once a year √
11. Evaluation report (if applicable) Whether the company has established a √ prepared and compliant internal control system for engaging in venture capital, entrusted financial management, hedging business and other matters (III) on-site inspection means of information disclosure: consult the company's information disclosure management system, consult, analyze and check all announcements of the company and records of investor related activities.
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 company's information
Relevant provisions of disclosure management system √
6. Whether the investor relations activity record form is published on the interactive website of the exchange in time √
（4） Establishment and implementation of long-term mechanism to protect the company's interests from infringement
On site inspection means: consult the company's related party transaction management system, external guarantee management system and other relevant internal regulations of the company, interview with the company's senior managers, and consult the current account Sub Ledger. 1. Whether a system has 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 related party transaction that is not related √
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding information disclosure obligations √
7. Whether the guaranteed party does not have any deterioration in financial status, failure to pay off the guaranteed debt √ when due, 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 methods for the use of raised funds: consulting the tripartite supervision agreement of raised funds, the statement of special account for raised funds, the management account of raised funds and other materials, interviewing the company's senior managers, etc.
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 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 invest the raised funds in change
To permanently supplement working capital or use over raised capital to supplement working capital or √
In case of repayment of bank loans, does the company not make venture capital investment during the commitment period
6. Whether the use of raised funds is consistent with the disclosed situation, project progress and investment benefit √
Whether it is consistent with the prospectus, etc. note: the breeding content of phase I breeding of Wushan Meishen pig green breeding whole industry chain Yanan caotan project and phase I breeding of Wushan Meishen pig green breeding whole industry chain yupan Mazhai project has been changed from sows to commercial pigs. The 420000 ton high-tech biological feed production, marketing and research integration base construction project of Wushan Xiangda camel Feed Co., Ltd. and the animal nutrition biological feed research, production and marketing base construction project of Chongqing Xiangda Biotechnology Co., Ltd. have been completed, and the remaining funds have been changed to "shilichong phase II reconstruction and expansion breeding base construction project". Lufeng Meishen dengjiawan breeding project with 10000 basic sows and Lufeng Meishen Pingzhang breeding project with 7800 basic sows are changed to
Shilichong breeding base construction project with an annual population of 30000 heads in Yantang Town, Chaling County. The changes of the above raised investment projects have been subject to relevant review procedures and disclosed.
7. Whether there are no major risks during the implementation of the project with raised funds √
（6） On site inspection means of performance: consulting and analyzing industry research reports, periodic reports disclosed by the company and periodic reports of Companies in the same industry, interviewing senior managers of the company, etc.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company's performance √
（7） On site inspection means for the performance of the company's and shareholders' commitments: consult the company's regular reports, temporary announcements and other information disclosure documents, and ask the senior management and the Secretary of the board of directors about the performance of the company's, shareholders, directors, supervisors and senior management.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
（8） On site inspection means for other important matters: consulted the company's profit distribution system, the corresponding bookkeeping vouchers and payment vouchers, the company's capital transaction Sub Ledger, and the major contracts still being performed by the company.
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 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 contract
5. Whether there is no significant change or risk in the company's production and operation environment √
6. Has the company's problems found by the regulators and sponsors in the early stage been solved according to the relevant √
Rectification required II. Problems found in on-site inspection and description (no text below)
(there is no text on this page, which is the signature page of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) 2021 continuous supervision regular on-site inspection report)
Signature of sponsor representative:
Zhang Jin Xiang Jun
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2022
