Ping An Securities Co., Ltd
About Western Metal Materials Co.Ltd(002149)
2021 annual regular on-site inspection report
Name of Sponsor: Ping An Securities Co., Ltd. abbreviation of the sponsor: Western Metal Materials Co.Ltd(002149)
Name of sponsor representative: Mou Jun Tel: 02138633117
Name of sponsor representative: Wang Yuming Tel: 02138633117
Name of on-site inspector: Ren Zhongyu, Liu Ming
Corresponding period of on-site inspection: January 1, 2021 to December 31, 2021
On site inspection time: April 1, 2022 to April 2, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: refer to the articles of association, “three meetings and one floor” rules of procedure, internal decision-making system and other systems; Consult the meeting materials of the third session; Obtain decision-making documents on the change of directors, supervisors and senior managers and information disclosure documents; Inspect the main management sites of the company on the spot; Interview the Secretary of the board of directors of the company.
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. 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, 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, have they fulfilled the corresponding procedures and letter √
Interest disclosure obligation
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: consult the company’s internal audit system and the data of the internal audit department; Access to the meeting materials of the Audit Committee; Consult the decision-making documents related to the entrusted financial management of the company.
1. Whether the internal audit system is established and the internal audit department √ door is 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) 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 Whether the internal audit department reports the implementation of the internal audit work plan and the √ questions found in the internal audit work to the audit committee at least once a quarter (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 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 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 matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consult the company’s information disclosure catalogue index and relevant information disclosure documents; Consult the company’s information disclosure system, investor management system, investor relations management archives, etc.
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: obtain system documents such as related party transactions and external guarantees; Consult regular reports, details of related party transactions and details of external guarantees; Review the review procedures and information disclosure documents related to related party transactions and 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 listed company’s funds are directly or indirectly occupied by the controlling shareholder or other related persons 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, 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 means for the use of raised funds: communicate with relevant personnel of the company, consult relevant materials of the company on the use of raised funds, and check the storage and use of raised funds of the company.
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 √
Etc. 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
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 company’s 2021 annual report, communicate with relevant personnel on the company’s performance, understand the company’s business development, and consult the industry development and the financial situation of comparable companies.
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 are no obvious abnormalities in the company’s performance √ (VII) on-site inspection means of the company and shareholders’ commitment performance: check the company’s regular reports, interim reports and other information disclosure documents; Obtain the information statement issued by the company; Interview the company’s executives and understand the company’s commitment in detail.
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: consulting 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 with senior management.
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 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. Have the problems of the company found by the early-stage regulators and sponsors been solved according to √
Relevant requirements for rectification II. Problems found in the on-site inspection and description no problems requiring rectification by the issuer were found in the on-site inspection.
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