Guosen Securities Co.Ltd(002736)
On site inspection report of satellite Chemical Co., Ltd. in 2021
Name of Sponsor: Guosen Securities Co.Ltd(002736) abbreviation of the sponsor company: Satellite chemistry
Name of sponsor representative: Gu pan Tel.: 057185316102
Name of sponsor representative: Ji Chengyong Tel.: 057185214876
Name of on-site inspector: Gu pan, Lin Ji corresponding period of on-site inspection: 2021
On site inspection time: March 18, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (I) interview directors and senior managers of listed companies; (II) check the documents of the third meeting of the listed company and the corporate governance system; (III) consult the relevant documents of the board of directors and the general meeting of shareholders of the company; (IV) check the main management sites of the company on site; (V) consult, copy and record relevant documents, original vouchers and other materials or objective conditions.
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 management of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, regulatory 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, 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 its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: (I) interview directors, senior managers and relevant personnel of listed companies; (II) obtain and review relevant systems and work plans of the company’s internal audit department.
1. Whether the internal audit system and internal audit department have been 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
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 review the work plan and report submitted by the internal audit department 5 Whether the audit committee reports the internal audit to the board of directors at least once a quarter √ work progress, quality and major problems found 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 once a quarter 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 to the audit committee within two months before the end of each fiscal year 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 10 Whether the internal audit department submits an internal √ control evaluation report to the audit committee at least once a year 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: (I) interview directors, senior managers and relevant personnel of listed companies; (II) check the main management sites of listed companies; (III) review the company’s information disclosure documents.
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 of investor relations activities is published on the interactive website of the exchange in time √ (Ⅳ) on-site inspection means for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement: (I) interview the directors, senior managers and relevant personnel of the listed company; (II) check the main management sites of listed companies; (III) consult, copy and record relevant documents, original vouchers and other materials or objective conditions. 1. Has a system 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 there is no direct or indirect √ between the controlling shareholders, actual controllers and their affiliates
Then occupy the funds or other resources of the listed company
3. Whether the review procedures of related party transactions comply with the regulations and fulfill the corresponding information disclosure √
obligation
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: (I) interview the directors, senior managers and relevant personnel of the listed company; (II) obtain and consult the statement of the special account for raised funds and the details of the use of raised funds; (III) review the information disclosure documents related to the raised investment project.
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, temporarily √ supplementing working capital, replacing pre investment, changing the implementation location, etc. 5 If the company uses idle raised funds to temporarily supplement working capital, changes the investment direction of raised funds to permanently supplement working capital, or uses over raised funds to supplement working capital √ or repay bank loans, 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 efficiency are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (I) check the company’s information disclosure documents and industry research reports; (II) interview the directors, senior managers and relevant personnel of the listed company; (III) interview the actual controller of the listed company.
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 are no obvious abnormalities in the company’s performance √ (VII) on-site inspection methods of the company and shareholders’ commitment performance: (I) interview the directors, senior managers and relevant personnel of the listed company;
(II) interview the actual controller of the listed company; (III) check the company’s register of shareholders and the company’s information disclosure documents.
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: (I) interview directors, senior managers and relevant personnel of listed companies; (II) consult the company’s public information disclosure documents; (III) check the industry research report and pay attention to the trends of relevant laws and regulations in the industry.
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. 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. Whether the problems found by the early-stage regulators and sponsors have been rectified in accordance with √ relevant requirements II. Problems and explanations found in the on-site inspection. Through the company’s self inspection, on October 1, 2021, Ma tujun, general manager of the company’s subsidiary Zhejiang Satellite Petrochemical Co.Ltd(002648) America Co., Ltd. (the immediate family member of the company’s board of directors Yang Yuying and the company’s associated natural person) borrowed US $2351700 from the company due to the need to buy houses abroad. The company has borrowed US $2351700 from the company in December The above amount was recovered in February 2023.
(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) on the 2021 site inspection report of satellite Chemical Co., Ltd.)
Sponsor representative:
Looking forward to Ji Chengyong
Guosen Securities Co.Ltd(002736) MM DD YY
