Huatai United Securities Co., Ltd
About Sinotruk Jinan Truck Co.Ltd(000951)
2021 site inspection report
In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, Huatai United Securities Co., Ltd., as the sponsor of Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as ” Sinotruk Jinan Truck Co.Ltd(000951) ” or “the company”), conducted on-site inspection on the relevant situation of Sinotruk Jinan Truck Co.Ltd(000951) 2021 in 2020, The report is as follows: name of Sponsor: Huatai United Securities Co., Ltd. abbreviation of the recommended company: Sinotruk Jinan Truck Co.Ltd(000951)
Name of sponsor representative: Yu Shouxiang Tel: 01056839300
Name of sponsor representative: fan Canyu Tel: 01056839300
Name of on-site inspector: Yu Shouxiang, fan Canyu corresponding period of on-site inspection: 2021
On site inspection time: August 26, 2021, March 25, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: consult the articles of association, minutes of the third meeting, information disclosure documents and other relevant documents, and interview 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 and regulations and relevant business √ rules of Shenzhen Stock Exchange 6 If the directors, supervisors and senior management of the company have changed significantly, have they fulfilled the corresponding procedures and information disclosure obligations
7. If the controlling shareholder or actual controller of the company changes, whether the corresponding procedures have been performed √
And information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
1 affected by covid-19 epidemic situation, according to the requirements of relevant epidemic prevention policies in Shandong Province and the actual needs of Sinotruk Jinan Truck Co.Ltd(000951) epidemic prevention and control, the sponsor was unable to arrive at the scene. Therefore, on March 25, 2022, the sponsor conducted on-site inspection on the continuous supervision of Sinotruk Jinan Truck Co.Ltd(000951) 2021 by consulting relevant materials and videos.
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: consulting the articles of association, the company’s business rules and regulations and the documents of the third meeting; Check the information disclosure documents of the company during the reporting period and interview relevant personnel. 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 system are established within six months after the listing of shares √
Department (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 plans and reports submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the progress, quality and major problems of internal audit to the board of directors at least once a quarter (if applicable) 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 √ 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 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 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: consult the data of the company’s three meetings and information disclosure documents, check the actual situation of the company, and interview 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 investor relations activity record form is published in time on the interactive website of Shenzhen Stock Exchange (IV) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: refer to the company’s articles of association, related party transaction system and other systems; Consult the meeting materials of the third session; Check the periodic report and interview relevant personnel. 1. Has a system been established to prevent controlling shareholders, actual controllers and other related persons from directly or indirectly occupying the funds or other resources of the listed company
2. Whether the controlling shareholders, actual controllers and other related persons 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 or failure to pay off the guaranteed debt at maturity √ form 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: refer to the company’s raised funds management system; Check the tripartite supervision agreement of raised funds; Check the statement of the company’s raised funds account and interview 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 replenishing √ mobile funds, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily supplement working capital and change the investment direction of raised funds to permanent investment
Supplement working capital for a long time or use over raised funds to supplement working capital or repay the bank √
6. Whether the company has not made high-risk investment during the commitment period Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment benefit 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: consulting the company’s regular reports; Interview 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: check the commitments made by the company, shareholders and other relevant personnel; Check the company’s periodic reports, temporary announcements and other materials.
1. Whether the company has fully fulfilled relevant commitments √
√ whether the company has fully fulfilled the relevant commitments √
(VIII) on site inspection means for other important matters: consulting the articles of association, information disclosure and other documents; Check the company’s major contracts, large capital payment records and relevant vouchers; Communicate with relevant personnel of the company to understand the relevant situation.
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 √ during the performance of major investment or major contract
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the problems of the company found by the early-stage regulators and sponsors have been rectified according to the relevant requirements. II. Problems found in the on-site inspection and description during the period covered by this on-site inspection, no matters requiring further rectification have been found.
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(there is no text on this page, which is the signature page of Huatai United Securities Co., Ltd. on Sinotruk Jinan Truck Co.Ltd(000951) 2021 on-site inspection report)
Sponsor representative:
Yu Shouxiang, fan Canyu
Huatai United Securities Co., Ltd. March 30, 2022
