Citic Securities Company Limited(600030)
About Shandong Longda Food Co., Ltd
On site inspection report of continuous supervision in 2021
Name of Sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsor: Longda food
Name of sponsor representative: Guo Hao Tel: 010-65728883
Name of sponsor representative: Hu bin Tel: 0755-23835201
Name of on-site inspector: Guo Hao, Hu bin
Corresponding period of on-site inspection: January 2021 – December 2021
On site inspection time: December 22, 2021
1、 On site inspection items and opinions
(i) Does corporate governance not apply
Main means of on-site inspection: (1) review the meeting materials of previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, announcement, etc; (2) Consult the articles of association and various rules and regulations; (3) Interview with relevant personnel of the office of the board of directors and other departments to understand the implementation of the company’s basic systems; (4) Interview with personnel of relevant departments of the company to understand whether there are situations affecting the independence of the company and affiliated enterprises in terms of personnel, assets, finance, institutions and business.
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 √ content of the meeting are complete, and whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company perform their duties in accordance with relevant laws, regulations, departmental rules and √ relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, have they fulfilled the corresponding procedures and letter √
Interest disclosure obligation
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the relevant √
Due process 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） Main means of on-site inspection of internal control: (1) consult the data of internal audit department, including internal audit system and working documents of internal audit department; (2) Access to the information of the audit committee, including the working rules, personnel composition and meeting minutes of the Audit Committee; (3) Consult the company’s internal control evaluation report, foreign investment management system, board resolutions related to investment decisions and the company’s foreign investment transaction records; (4) Check the bank statement and detailed statement of the special account for raised funds; (5) Communicate with the personnel of the internal audit department, the finance department and the Secretary of the board of directors on the use of the raised funds. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √ 2 Whether the internal audit system and internal √ audit department are established within 6 months after the listing of shares (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 once a quarter to consider the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit to the board of directors at least quarterly √ work 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 √ questions 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 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 within two months after the end of each fiscal year 10 Whether the internal audit department submits the internal √ control evaluation report to the audit committee at least once a year (if applicable) 11 Engaged in securities investment, entrusted financial management, hedging and other high-risk investments √ whether a complete and compliant internal control system has been established (III) information disclosure
Main means of on-site inspection: (1) review the meeting materials of previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, etc; (2) Consult the company’s information disclosure system and announcement content; (3) Check the company information published on the interactive website of Shenzhen Stock Exchange; (4) Interview with relevant personnel of the company’s board office to understand the implementation of the company’s information disclosure system.
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 relevant provisions of the company’s √ information disclosure management system 6 Whether the investor relations activity record form is published on the interactive website of the exchange in time √ (IV) main means of on-site inspection on the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement: (1) refer to the provisions on connected transactions and external guarantees in the stock listing rules of Shenzhen Stock Exchange; Obtain the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; (2) Communicate with financial personnel, ask whether the company has related party transactions, and review the internal process of external guarantee. 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 related parties 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 has no deterioration of financial status, failure to pay off the guaranteed √ debt at maturity, etc
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Examination and approval procedures and disclosure obligations (V) main means of on-site inspection on the use of raised funds: (1) reviewed relevant resolution documents, contracts and payment vouchers for the use of raised funds, and copied the approval form and payment voucher for the use of funds for large contracts; (2) Consulted the bank statements of the company’s special accounts for raised funds and the quarterly inspection report of the internal audit department on the storage and use of raised funds; (3) Interview some directors and senior managers of the company; (4) Check the contents of the company’s announcement.
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 fulfilling the review procedures, replenishing working capital temporarily, √ 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 permanent replenishment of working capital or replenishment of working capital with over raised capital √
6. Whether the company has not made venture capital investment during the commitment period in case of payment or repayment of bank loans 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 √
（6） Main means of on-site performance inspection: (1) interview some directors and senior managers of the company; (2) Consult and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; (3) Understand the industry situation of the company and check whether the company’s performance matches the industry situation.
1. Whether there is no significant fluctuation 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 √ (VII) performance of the company and shareholders’ commitments
Main means of on-site inspection:
Obtain the commitment documents made by the company and its shareholders, actual controllers, directors, supervisors and senior managers, check the relevant materials corresponding to the commitment terms, understand the commitment performance and relevant information disclosure, and interview some commitment persons, directors, supervisors, senior managers and staff of relevant departments.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
（8） Other important matters main means of on-site inspection:
Interview with controlling shareholders, actual controllers, directors, supervisors, senior managers and staff of relevant departments. Consult the company’s public information disclosure documents.
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 √
Relevant requirements shall be rectified II. Problems found in on-site inspection and description
None (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) report on on-site inspection of continuous supervision of Shandong Longda Food Co., Ltd. in 2021)
Sponsor representative:
Guo Hao Hu bin
Citic Securities Company Limited(600030) January 6, 2022
