China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139)
2021 annual continuous supervision and regular on-site inspection report
Name of recommendation institution: abbreviation of the recommended company:
China Securities Co.Ltd(601066) Shenzhen Topband Co.Ltd(002139) Shenzhen Topband Co.Ltd(002139) ）
Name of sponsor representative: Xu Chao Tel: 02150113454
Name of sponsor representative: Zhu Mingqiang Tel: 021 Traffic Control Technology Co.Ltd(688015) 65
Name of on-site inspector: Xu Chao corresponding period of on-site inspection: 2021 annual on-site inspection time: March 10, 2021
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means (including but not limited to those listed in Article 33 of these guidelines):
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 and regulations 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 (including but not limited to those listed in Article 33 of these guidelines): 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 is established within 6 months after the listing of shares and √
3. Audit department (if applicable) Whether the personnel composition of the internal audit department and the audit committee is in compliance (if applicable) 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 to the board of directors at least once a quarter √ 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 once a quarter (if applicable) 7 Whether the internal audit department conducts an audit on 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 report (if applicable) 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 (if applicable) 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 (including but not limited to those listed in Article 33 of these guidelines):
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 timely published on the interactive e-commerce website of the exchange (IV) on-site inspection means for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement (including but not limited to those listed in Article 33 of these guidelines): 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 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 its financial situation, 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 means for the use of raised funds (including but not limited to those listed in Article 33 of these guidelines):
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 √
4. Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, replenishing working capital when √ temporarily, 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 √ benefits 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 (including but not limited to those listed in Article 33 of these guidelines):
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 for the performance of the company and shareholders’ commitments (including but not limited to those listed in Article 33 of these guidelines):
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 (including but not limited to those listed in Article 33 of these guidelines):
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 the sponsor have been rectified according to √ relevant requirements. II. Problems found in the on-site inspection and description. The sponsor did not find any violation of laws and regulations in corporate governance, internal control, information disclosure, the establishment and implementation of a long-term mechanism to protect the interests of the company, and the use of raised funds.
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) about Shenzhen Topband Co.Ltd(002139) 2021 annual regular on-site inspection report of continuous supervision)
Sponsor representative:
Xu Chao, Zhu Mingqiang
China Securities Co.Ltd(601066) March 22, 2022
