Sinolink Securities Co.Ltd(600109)
About Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
On site inspection report of continuous supervision in 2021
Name of recommendation institution: Sinolink Securities Co.Ltd(600109) abbreviation of the recommended company: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Name of sponsor representative: Lin Lan Tel: 021 Suzhou Gyz Electronic Technology Co.Ltd(688260) 21
Name of sponsor representative: Fan Jun Tel: 021 Suzhou Gyz Electronic Technology Co.Ltd(688260) 21
Name of on-site inspector: Lin Lan, Fan Jun corresponding period of on-site inspection: 2021 annual on-site inspection time: March 5, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: consult the articles of association, rules of procedure of the third meeting, minutes and resolution documents of the third meeting, and review the company’s information disclosure documents; Interview directors, senior executives and other personnel of the company to understand their performance of duties; Query the main business of the enterprise controlled by the controlling shareholder and the actual controller.
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, meeting contents and other elements are complete, and whether the meeting materials are kept completely 4 Whether the resolution of the third meeting is 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, √ normative documents and relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether the corresponding procedures and √
Information disclosure obligation
7. If the controlling shareholder or actual controller of the company changes, whether to fulfill √
8. Corresponding procedures and information disclosure obligations 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: consult the company’s internal control system, relevant system documents and reports of the internal audit department; Consult the working rules, meeting minutes and other documents of the audit committee of the company. √ whether the internal audit department is established and in accordance with relevant regulations Whether the internal audit system and √ internal audit department are established within 6 months after the listing of shares
Whether the composition of the internal audit department and the compliance committee √
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 progress, quality and major problems found to the board of directors at least once a quarter 6 Does the internal audit department report to the audit committee at least quarterly √
Implementation of internal audit work plan and problems found in internal audit 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 Does the internal audit department submit √ internal control evaluation report to the audit committee at least once a year
11. Whether it is engaged in venture capital, entrusted financial management, hedging business and other matters √
Establish a complete and compliant internal control system (III) on-site inspection means of information disclosure: consult the company’s information disclosure system, information disclosure documents and information disclosure approval form; Consult the investor relations activity table and other relevant documents; Check the record of investor relations activities published on the interactive website of Shenzhen Stock Exchange.
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 have 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 timely published on the interactive e-commerce website of the exchange (IV) the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement. On site inspection means: refer to the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; Check the company’s regular reports and details of related party transactions, and check whether there are external guarantees. 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 the corresponding information disclosure is performed √
obligation
7. Whether the guaranteed party is not liable for deterioration of financial condition and non repayment at maturity √
Guaranteed debt, etc
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Corresponding approval procedures and disclosure obligations (V) use of raised funds
On site inspection means: check the bank statement of the company’s raised capital account; Reviewed the tripartite supervision agreement; Check the large amount fund transfer voucher; Check the documents related to the information disclosure of raised funds. 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 is no change in the purpose of raised funds, temporary replenishment of working capital, replacement of pre investment, change of implementation location, etc. without fulfilling the review procedures √ 5 Use idle raised funds to temporarily supplement working capital and invest the raised funds
Change to permanent replenishment of working capital or use of over raised funds to replenish working capital √
Whether the company has not made venture capital investment during the commitment period in case of liquidity 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 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: consult the regular reports disclosed by the company and interview the management to understand the performance fluctuation; Consult industry research reports and periodic reports of Listed Companies in the same industry, and conduct comparative analysis with the 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 is no obvious difference in the company’s performance (VII) on-site inspection means of the company and shareholders’ commitment performance: check the commitment letters made by the company, shareholders and other relevant personnel; Consult the company’s regular reports, interim reports and other 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 of other important matters: consult the articles of association, dividend planning, relevant resolutions and information disclosure documents; Check the company’s major contracts, large capital payment records and relevant vouchers; Interview senior managers.
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 there is real transaction background and reasonable reasons for large capital transactions √ 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 √
Rectify according to relevant requirements. II. Problems found in on-site inspection and explanations are not found.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) about Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 2021 annual continuous supervision on-site inspection report) sponsor representative:
Lin Lan, Fan Jun
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
