China Securities Co.Ltd(601066)
Report on regular site inspection in Suzhou Anjie Technology Co.Ltd(002635) 2021
Name of Sponsor: China Securities Co.Ltd(601066) abbreviation of sponsored company: Suzhou Anjie Technology Co.Ltd(002635)
Name of sponsor representative: Lei Xiaofeng Tel: 021 Traffic Control Technology Co.Ltd(688015) 84
Name of sponsor representative: Xie wutao Tel: 021 Traffic Control Technology Co.Ltd(688015) 56
Name of on-site inspector: Lei Xiaofeng
Corresponding period of on-site inspection: January 18, 2021 – December 31, 2021
On site inspection time: March 25-29, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: consult the articles of association, internal control system, rules of procedure of the third board of directors and meeting materials; Communicate with relevant person in charge of the company, etc
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
Whether the company and financial personnel are independent or not
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: refer to the company’s organizational structure, internal audit system and relevant internal control system; Communicate with relevant personnel of the company’s internal audit department 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 department (if applicable) are established within six months after the listing of shares 3 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 Does the internal audit department report the internal audit work to the audit committee at least once a quarter
7. Does the internal audit department audit the deposit and use of raised funds at least once a quarter (if applicable) 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 an 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: check the authenticity, accuracy and integrity of the supporting documents corresponding to the announcement information, and track the announcement information; Interview with relevant management personnel of the company
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 record form of investor relations activities is published on the interactive website of the exchange in time √ (IV) the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement. On site inspection means: consulting the articles of association, related party transaction decision-making system, etc; Review the decision-making procedures of the board of directors and the board of supervisors and the opinions of independent directors; Communicate with relevant responsible personnel of the company 1 Whether a system has 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 financial condition, 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 methods for the use of raised funds: consult the tripartite supervision agreement of raised funds, understand the implementation of the tripartite supervision agreement, consult the statement of the special account of raised funds, and communicate with relevant personnel on the progress and investment benefits of raised investment projects
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 √
Scenario 4 Whether there are no situations such as changing the purpose of raised funds without fulfilling the review procedures, temporarily √ supplementing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to temporarily replenish working capital and invest the raised funds in change
If more permanent replenishment of working capital or use of over raised funds to replenish working capital √ or repayment of bank loans, whether the company has not made high-risk 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 (Ⅵ) on-site inspection means of performance: consult the company’s regular reports and analyze the financial statements; Communicate with relevant personnel of 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 abnormality in the company’s performance √ (VII) on-site inspection means of the company and shareholders’ commitment performance: check the company’s periodic reports and check the performance of relevant commitments of the company and shareholders
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: consult the articles of association, cash dividend system, etc., and check the implementation of the company’s cash dividend; Check the company’s regular reports and the materials of the third meeting; Communicate with the company’s management and other relevant personnel
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 sponsors have been rectified according to the relevant requirements. II. Problems found in the on-site inspection and description. The on-site inspection of the sponsor did not find that the company had violations of laws and regulations in corporate governance, internal control, information disclosure, the establishment and Implementation of a long-term mechanism to protect the company’s interests from infringement, and the use of raised funds.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) on Suzhou Anjie Technology Co.Ltd(002635) 2021 regular on-site inspection report) sponsor representative:
Lei Xiaofeng, Xie wutao
China Securities Co.Ltd(601066) April 7, 2022
