Soochow Securities Co.Ltd(601555)
About Jiangsu Transimage Technology Co.Ltd(002866)
2021 site inspection report
Name of the sponsor: Soochow Securities Co.Ltd(601555) abbreviation of the sponsor: Jiangsu Transimage Technology Co.Ltd(002866)
Name of sponsor representative: Wu Min Tel: 051262938558
Name of sponsor representative: Cai Cheng Tel.: 051262938558
Name of on-site inspector: Wu Min, Cai Cheng
Corresponding period of on-site inspection: February 1, 2021 to January 31, 2022
On site inspection time: March 1, 2022 – March 4, 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 and meeting materials of the company’s “three meetings”, relevant commitment letters, etc; Interviewed the chairman of the company, the Secretary of the board of directors and other relevant personnel.
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 minutes of the third meeting are complete, whether the time, place, attendees and √ contents 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 managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, regulatory documents and relevant business rules of Shenzhen Stock Exchange
6. In case of major changes in the directors, supervisors and senior management of the company, have they fulfilled the corresponding procedures and information √
Disclosure obligation
7. If the controlling shareholder or actual controller of the company changes, whether it has 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 its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: consulted the company’s internal audit management system, raised funds and internal control related internal audit reports; Interview with the person in charge of internal audit of the company, etc. 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 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 (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) 5 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 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 once a quarter √ (if applicable) 7 Whether the internal audit department conducts an audit on the storage 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 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 (if applicable) to the audit committee within two months after the end of each fiscal year 10 Whether the internal audit department submits an 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 matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: check the company’s information disclosure system, the announcement disclosed by the company and the resolutions related to the announcement; Interviewed the chairman of the company, the Secretary of the board of directors and other relevant personnel.
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 record form of investor relations activities is published on the interactive √ website of Shenzhen Stock Exchange in time (Ⅳ) on-site inspection of the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement means: consulting the relevant systems of the company’s internal control, the operation materials of the three sessions, relevant commitment letters, etc; Interviewed the chairman of the company, the Secretary of the board of directors and other relevant personnel. 1. Whether a system has been established to prevent the 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 occupy the funds or other resources of the listed company directly or indirectly
3. Whether the review procedures of related party transactions comply with the regulations 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 fulfills the corresponding information disclosure obligations √
7. Whether the guaranteed party does not suffer from deterioration of financial condition, failure to pay off the guaranteed debt √ at maturity, 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 relevant management systems of raised funds, the tripartite (four party) supervision agreement of raised funds, the bank statement of the special account of raised funds and other materials; Interviewed the chairman of the company, the Secretary of the board of directors and other relevant personnel.
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 for 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, temporarily √ supplementing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily replenish working capital and invest the raised funds in change
If more permanent replenishment of working capital or use of over raised funds to replenish working capital or √ 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 efficiency √
Whether the profit is consistent with the prospectus, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: consulting the company’s financial report, performance forecast, performance of the same industry and other materials; Interviewed the chairman of the company, the Secretary of the board of directors and other relevant personnel.
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, is there no obvious abnormality in the company’s performance √
(VII) on site inspection means for the performance of the company’s and shareholders’ commitments: consulting the relevant commitments issued by the company’s shareholders, checking the performance of relevant commitments, etc.
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 of other important matters: consulting the company’s profit distribution system and implementation, spot checking the company’s large contract and other materials, and interviewing the company’s chairman, Secretary of the board of directors and other relevant personnel.
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 amount of capital transactions have real transaction background and reasonable reasons √
4. Whether there is 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. Whether the problems found by the early-stage regulators and sponsors have been rectified in accordance with the relevant requirements. 2. Problems and explanations found in the on-site inspection. 1. The benefits of the investment project of non-public offering funds did not meet the expectations. The benefits of the company’s investment project of non-public offering funds in 2019 “construction project of medium and high-end printed circuit boards with an annual output of 180000 square meters” in 2021 did not meet the expectations, The main reason is that the preliminary construction of the project was completed and reached the usable state in early 2021. In that year, it is still in the stage of trial production, trial marketing and market development of new products, and has not started large-scale production and benefit release. The high costs such as depreciation of new fixed assets make the expected benefits not achieved in that year. The company will actively promote the customer expansion and market introduction of products, and gradually promote the follow-up investment in fixed assets as appropriate. The sponsor will continue to pay attention to the implementation progress of the company’s investment projects with raised funds.
(there is no text on this page, which is the signature page of Soochow Securities Co.Ltd(601555) on Jiangsu Transimage Technology Co.Ltd(002866) 2021 annual on-site inspection report)
Sponsor representative:
Wu Min Cai Cheng
Soochow Securities Co.Ltd(601555) mm / DD / yyyy
