Huatai United Securities Co., Ltd
With regard to the on-site inspection report of Beibu Gulf Port Co.Ltd(000582) 2021 annual continuous supervision, according to the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business of the CSRC and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as the sponsor of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as " Beibu Gulf Port Co.Ltd(000582) ", "company" or "listed company") publicly issuing convertible corporate bonds, conducted an on-site inspection on the relevant situation of the company in 2021 on April 1, 2022, The report is as follows: name of recommendation institution: Huatai United Securities Co., Ltd. abbreviation of the recommended company: Beibu Gulf Port Co.Ltd(000582)
Name of sponsor representative: Yang bailing Tel.: 075581902000
Name of sponsor representative: Zheng Hongshu Tel: 075581902000
On site inspectors: Zheng Hongshu and Liu Jiao. Corresponding period of on-site inspection: July 23, 2021 - December 31, 2021. On site inspection time: April 1, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: mainly including consulting the articles of association, other management systems and the "three meetings" of the company; Check the information on the changes of directors, supervisors and senior management and relevant announcements; Check the shareholding of shareholders; Check the company's main production and operation sites; Check other investments of controlling shareholders and actual controllers and the part-time work of directors, supervisors and senior managers; Check the company's property ownership certificate, financial and accounting system, 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 √ content 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 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 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 √
Corresponding procedures and information disclosure obligations 8 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: mainly including consulting the company's internal audit system, checking the operation of the company's internal audit department, and checking the personnel data of the audit department; Consult the internal audit plan and internal audit report; Consulted and filed documents, original vouchers and other materials related to the company's internal control. 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 √
3. Audit department (if applicable) Whether the personnel composition of the internal audit department and the audit committee is in compliance (if applicable) Does the audit committee hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable)
5. Does the audit committee report the internal audit to the board of directors at least once a quarter √
6. Work progress, quality and major problems found (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 quarterly (if applicable) 7 Whether the internal audit department conducts an audit on the deposit and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits an annual internal audit work plan to the audit committee within two months before the end of each fiscal year (if applicable)
9. Does the internal audit department report to √ within two months after the end of each fiscal year
Annual internal audit report submitted by the Audit Committee (if applicable) 10 Whether the internal audit department submits the internal control evaluation report (if applicable) to the audit committee at least once a year 11 Whether √ a complete and compliant internal control system has been established for engaging in venture capital, entrusted financial management, hedging business and other matters (III) on-site inspection means of information disclosure: mainly including consulting the relevant systems of the company's information disclosure, consulting the relevant announcements disclosed by the company and the meeting minutes, approval process and seal use records related to the announcements, and consulting the relevant information disclosure websites 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 published on the website of Shenzhen Stock Exchange in time (Ⅳ) establishment and implementation of a long-term mechanism to protect the interests of the company from infringement
On site inspection means: mainly including interviewing the company's executives, consulting the relevant systems of internal control and the list of related parties, consulting the operation data of the company's three sessions, obtaining the bank statement of the special account for raised funds, checking the company's large amount of capital transactions, etc. 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 has fulfilled the corresponding information disclosure √ obligation 7 Whether the guaranteed party does not suffer from deterioration of its financial situation, failure to pay off the guaranteed √ debt at maturity, etc
8. If the guaranteed debt continues to be guaranteed after maturity, has it been performed again √
Examination and approval procedures and disclosure obligations (V) on site inspection means for the use of raised funds: mainly including consulting the relevant management system of raised funds, tripartite supervision agreement of raised funds, detailed statement of raised funds account and bank statement, special report of raised funds, interviewing relevant personnel to understand the implementation of raised investment projects, etc.
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 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, replenishing working capital temporarily, replacing pre investment, changing the implementation location, etc. 5 If the company uses idle raised funds to temporarily supplement working capital, changes the investment direction of raised funds to permanently supplement working capital, or uses over raised funds to supplement working √ capital or repay bank loans, whether the company has not made venture capital 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, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: it mainly includes consulting the company's financial statements, important contracts and performance forecast, and making a comparative analysis with the operation of Listed Companies in the same industry.
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) the performance of the company and shareholders' commitments
On site inspection means: mainly including consulting the register of shareholders of the company, relevant commitments issued by shareholders, checking the performance of relevant commitments, etc.
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: mainly including checking the establishment of cash dividend system, consulting the company's large contracts, large capital transactions, payment vouchers and relevant approval procedures, communicating with the management to understand the company's production and operation, etc.
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 existing problems of the company found by the early-stage supervision institution and the recommendation institution have been √ rectified according to the relevant requirements. II. Problems and explanations found in the on-site inspection. Through the on-site inspection, the recommendation institution has not found the problems that the company needs to rectify.
(there is no text on this page, which is the signature and seal page of Huatai United Securities Co., Ltd. on the on-site inspection report of Beibu Gulf Port Co.Ltd(000582) 2021 continuous supervision) sponsor representative:
Yang bailing, Zheng Hongshu
Huatai United Securities Co., Ltd
