Citic Securities Company Limited(600030) about Bank Of Qingdao Co.Ltd(002948)
Regular on-site inspection report in 2021
Name of Sponsor: Citic Securities Company Limited(600030) abbreviation of Sponsor: Bank Of Qingdao Co.Ltd(002948)
Name of sponsor representative: Wang Chen Tel: 01060837674
Name of sponsor representative: Song Jianhong Tel.: 02120262061
Names of on-site inspectors: Wang Chen, Lu Jun
Corresponding period of on-site inspection: January 1, 2021 – December 31, 2021
On site inspection time: March 21, 2022 1
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: refer to the articles of Association; Verify the effectiveness of the implementation of the company’s meeting rules and the legality and compliance of the convening of the board of directors; Interview the Secretary of the board of directors and the office staff of the board of directors and supervisors, understand the convening of the board of directors, the board of supervisors and the general meeting of shareholders, and consult relevant meeting documents
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 is
3. Whether the meeting 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. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting yes
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the exchange 6 Whether the company’s disclosure procedures have changed significantly, such as whether the company’s disclosure procedures have changed accordingly
7. If the controlling shareholder or actual controller of the company changes, whether it has fulfilled the obligation of not applicable corresponding procedures and information disclosure 8 Whether the company’s personnel, assets, finance, organization and business are independent is
Affected by the covid-19 epidemic situation in Qingdao, Shandong Province, the sponsor adopted the method of video interview to carry out continuous supervision and inspection of Listed Companies in 2021.
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers is not applicable
(II) on site inspection means of internal control: check the compliance of the personnel composition of the company’s internal audit department and the audit committee of the board of directors; Interview relevant personnel of the company and consult the working materials of the company’s internal auditors and the audit committee of the board of directors. 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 whether the internal audit department (if applicable) is established 3 Whether the personnel composition of the internal audit department and the audit committee is in compliance (if applicable) 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 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 quarterly (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 within 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 the 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: review the consistency and integrity of the company’s disclosure documents with the actual situation, and review the information disclosure process
Order compliance
1. Whether the announcement disclosed by the company is consistent with the actual situation
2. Whether the contents disclosed by the company are complete or not
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major matters 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 is (IV) the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement. On site inspection means: review the relevant system documents of the company; Learn about the company’s related party transactions from relevant personnel, verify the compliance of related party transactions and the fairness of pricing, and review relevant information disclosure documents; Learn about the external guarantee from relevant personnel of the company; Interview with senior managers of the company to understand whether major shareholders and their related parties occupy funds or other resources of the listed company. 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 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. Is the price of related party transactions fair
5. Whether there is no situation of non affiliated transactions
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding obligation of information disclosure
7. Whether the guaranteed party does not suffer from deterioration of its financial situation, failure to pay off the guaranteed debts when due, etc
8. If the guaranteed debt continues to provide guarantee after maturity, whether the applicable approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection means for the use of raised funds: check the establishment and use of the company’s special account for raised funds; Check the statement of raised funds,
Check the use of the raised funds of the company
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for 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 is no case of changing the purpose of raised funds without fulfilling 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, change the investment direction of raised funds to permanently supplement working capital, or use over raised funds to supplement working capital
Whether the company has not made venture capital investment during the commitment period in case of inapplicable funds or repayment of bank loans 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 is
(VI) on site inspection means of performance: interview and exchange with the company’s management and relevant staff to understand the changes of the industry’s business environment and the company’s business situation
1. Whether there are significant fluctuations in performance? No
2. Is there a reasonable explanation for the large fluctuation of performance not applicable
3. Compared with comparable companies in the same industry, whether there is no obvious abnormality in the company’s performance is (VII) on-site inspection means of the company and shareholders’ commitment performance: interview and exchange with the company’s management and relevant staff and consult relevant documents
1. Whether the company has fully fulfilled relevant commitments is
2. Whether the shareholders of the company have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: check the company’s cash dividend system and relevant documents; Consult the company’s foreign investment decision-making system and the approval documents for internal performance; Interview and exchange with the company’s management and relevant staff to understand the large amount of capital exchanges and major investments, and understand the changes of the industry’s business environment and the company’s business situation
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the provision of financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether large amount capital transactions have real transaction background and reasonable reasons, not applicable
4. Whether there are no major changes or inapplicability risks in the process of major investment or performance of major contracts
5. Is there 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. The problems found in the on-site inspection and the explanation are none.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on Bank Of Qingdao Co.Ltd(002948) 2021 regular on-site inspection report)
Sponsor representative:
Wang Chen, song Jianhong
Sponsor: Citic Securities Company Limited(600030) March 25, 2022
