China Securities Co.Ltd(601066)
About Guizhou Zhenhua E-Chem Inc(688707)
2022 annual continuous supervision and regular on-site inspection report
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “sponsor”) as a sponsor of Guizhou Zhenhua E-Chem Inc(688707) (hereinafter referred to as ” Guizhou Zhenhua E-Chem Inc(688707) ” and “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange and other relevant laws and regulations, The company was inspected on site from March 21, 2022 to April 2, 2022. The on-site inspection is reported as follows:
1、 Basic information of on-site inspection
(I) sponsor: China Securities Co.Ltd(601066)
(II) sponsor representatives: Du Pengfei, Li Bo
(III) on site inspection time: March 21, 2022 to April 2, 2022
(IV) on site inspectors: Du Pengfei, Xiao Dacheng
(V) on site inspection contents: corporate governance and internal control; Information disclosure; Independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties; Use of raised funds; Related party transactions, external guarantees and major foreign investment; Operation, etc
(VI) on site inspection means:
1. Check the company’s main production and operation sites and interview with the company’s senior managers;
2. Check the documents of the three previous meetings held by the company during the continuous supervision;
3. Consult the company’s current effective articles of association, corporate governance system, internal control and other documents;
4. Check the use certificate of the company’s raised funds and the statement of the raised funds account during the continuous supervision period;
5. Check the related party transactions, external guarantees and external investment of the company during the continuous supervision period; 6. Check the company’s information disclosure documents during the continuous supervision period.
2、 Specific matters and opinions of on-site inspection
(I) corporate governance and internal control
The on-site inspectors consulted the company’s latest articles of association, the rules of procedure and meeting materials of the company’s general meeting of shareholders, the board of directors and the board of supervisors, as well as the information disclosure management system, the raised funds management system and other relevant systems, and interviewed the company’s senior managers and other relevant personnel.
After verification, the sponsor believes that as of the date of completion of this on-site inspection, the Guizhou Zhenhua E-Chem Inc(688707) company’s articles of association and corporate governance system are complete and compliant, the relevant systems have been effectively implemented, the directors, supervisors and senior managers of the company can perform their responsibilities in accordance with the requirements of relevant regulations, and the internal control system is sound and effectively implemented.
(II) information disclosure
The on-site inspectors checked the documents of the third meeting of the company, the information disclosure list and documents, and the audit records of information disclosure, compared them with the relevant information disclosed by the designated network, and interviewed the senior managers on the information disclosure.
After verification, the sponsor believes that as of the date of completion of this on-site inspection, the company has truly, accurately and completely fulfilled its obligation of information disclosure, and there are no false records, misleading statements and major omissions in the information disclosure, which is in line with the relevant provisions on information disclosure of listed companies.
(III) independence of the company and capital transactions with controlling shareholders, actual controllers and other related parties
The on-site inspectors check the production and operation status of the company, verify the transactions and capital exchanges between the company and the controlling shareholders, actual controllers and other related parties, relevant related party transaction agreements, and interview the senior management of the company and the head of the financial department.
After verification, the sponsor believes that as of the date of completion of this on-site inspection, the company has maintained its independence in terms of assets, personnel, finance, institutions and business, and there is no illegal occupation of the company’s funds by related parties.
(IV) use of raised funds
The on-site inspectors consulted and obtained the management and use system of the company’s raised funds, the bank statement of the special account for raised funds and the tripartite supervision agreement, consulted the original vouchers such as the company’s detailed account for the use of raised funds and the bank receipt of large raised funds, consulted the company’s information disclosure materials related to raised funds, and interviewed the company’s senior managers and heads of financial departments.
After verification, the recommendation institution believes that the deposit and use of the company’s raised funds comply with the provisions of regulations and documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, has carried out special account storage and special use of the raised funds, has timely fulfilled the relevant information disclosure obligations, and the specific use of the raised funds is consistent with that disclosed by the company, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no violation of relevant laws and regulations in the use of the raised funds.
(V) related party transactions, external guarantees and major foreign investment
The on-site inspectors consulted the articles of association, related party transaction management system and other internal relevant systems, the resolutions of the board of directors and the general meeting of shareholders and information disclosure documents, spot checked the relevant contracts, verified the company’s external guarantee, related party transaction and external investment, and interviewed relevant personnel.
After verification, the recommendation institution believes that as of the date of completion of this on-site inspection, there are no illegal related party transactions, external guarantees and major foreign investment.
(VI) operating conditions
The on-site inspectors consulted the relevant industry and market information and the company’s business performance, and interviewed the company’s senior managers to understand the recent changes in the industry and market of the company’s main business.
After verification, the sponsor believes that the company’s overall operation is in good condition. The company has no loss or operating profit decreased by more than 50% over the same period of last year. The company’s business model and business structure have not undergone major adverse changes, and its operation is in good condition.
(VII) other matters that the recommendation institution considers should be subject to on-site inspection
None.
3、 Matters and suggestions brought to the attention of the company
It is suggested that the company continue to improve the governance structure of listed companies and fulfill the obligation of information disclosure in time in strict accordance with the requirements of laws and regulations such as the company law, the securities law and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. Continuously and reasonably arrange the use of raised funds, orderly promote the construction and implementation of raised investment projects, and ensure the completion of raised investment projects and realize the expected income.
4、 Are there any matters that should be reported to CSRC and Shanghai Stock Exchange
No.
5、 Cooperation of the company and other intermediaries
During the on-site inspection, the company gave active cooperation and provided necessary support for the on-site inspection.
6、 Conclusion of this site inspection
Through the on-site inspection, the sponsor believes that: Guizhou Zhenhua E-Chem Inc(688707) in terms of corporate governance and internal control, information disclosure, independence of the company, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees In terms of major foreign investment and operating conditions, there are no major events in violation of relevant normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange, and the guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
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(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) on Guizhou Zhenhua E-Chem Inc(688707) 2022 annual regular on-site inspection report of continuous supervision)
Signature of sponsor representative:
Du Pengfei, Li Bo
China Securities Co.Ltd(601066) mm / DD / yyyy
