Southwest Securities Co.Ltd(600369)
About Sunresin New Materials Co.Ltd Xi’An(300487)
2021 annual regular site inspection report
Name of the sponsor: Southwest Securities Co.Ltd(600369) abbreviation of the sponsored company: Sunresin New Materials Co.Ltd Xi’An(300487)
Name of sponsor representative: Ma Li Tel: 010-57631265
Name of sponsor representative: Tu Hedong Tel: 010-57631148
Name of on-site inspectors: Ma Li, He Wei, Jia Mingyue corresponding period of on-site inspection: 2021
On site inspection time: December 24, 2021 – December 27, 2021
1、 On site inspection items and opinions:
(I) is corporate governance not applicable
On site inspection means: (1) video interview with senior managers and relevant personnel of listed companies 1; (2) Consult the company’s information disclosure documents; (3) Consult the relevant documents of the company’s three meetings, including meeting notice, proposal, vote, meeting minutes, resolution, etc; (4) Review and verify the specific contents and implementation of the articles of association, the rules of the three sessions and various corporate governance systems.
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 third board of directors 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. 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, administrative regulations, departmental rules, √ normative documents 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 √
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 the controlling shareholders and actual controllers √
(II) on site inspection means of internal control: (1) consult various internal control systems, internal audit systems and other documents of the company; (2) Understand the operation of various departments of the company, and conduct video interviews with senior managers and relevant personnel of listed companies; (3) Check the company’s internal control evaluation report.
1. Whether the internal audit system and internal audit system are established in accordance with relevant regulations √
Department (if applicable)
2. Whether the internal audit system is established within 6 months after the listing of shares and √
Internal audit department (if applicable)
1. Due to the severe and complex situation of covid-19 epidemic prevention and control in Xi’an City, Shaanxi Province since December 2021, according to the requirements of relevant epidemic prevention policies of Shaanxi Province, it is guaranteed that
The recommendation Agency conducted on-site inspection on the continuous supervision of Sunresin New Materials Co.Ltd Xi’An(300487) 2021 by consulting relevant materials and video interviews.
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable √ 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 (if applicable) 5 Whether the audit committee reports the internal audit to the board of directors at least quarterly √ 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 problems found in the internal audit work to the audit committee at least quarterly (if applicable) 7 Does the internal audit department audit 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 within 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 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: (1) video interviews with senior managers and relevant personnel of listed companies; (2) Consult the company’s information disclosure documents and relevant supporting documents; (3) Consult the company’s information disclosure management system and other relevant documents; (4) Check the relevant information on the interactive website of Shenzhen Stock Exchange and relevant media reports on 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 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 investor relations activity record form is published √ on the interactive e-commerce website of the exchange in time (Ⅳ) on-site inspection methods for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement: (1) video interviews with senior managers and relevant personnel of listed companies; (2) Consult the articles of association, related party transaction management system and other relevant system documents; (3) Check the company’s related party transactions, external guarantee related contracts, vouchers, three meetings documents, information disclosure documents, 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 have no direct or √
Indirect occupation of 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 related party transaction that is not related √
6. Whether the external guarantee review procedure is compliant and the corresponding information disclosure is performed √
obligation
7. Whether the guaranteed party is free from deterioration of financial status and non repayment of the guaranteed party at maturity √
Debt, 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: (1) consult the raised funds management system and the tripartite supervision agreement; (2) Consult relevant resolution documents, bank statements, standing books and other materials on the use of raised funds; (3) Conduct video interviews with senior managers and relevant personnel of listed companies; (4) Review relevant announcements of listed companies.
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
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (1) check the regular financial reports of the company and listed companies in the same industry; (2) Conduct video interviews with senior managers and relevant personnel of listed companies.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large 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: (1) video interview with senior managers and relevant personnel of listed companies; (2) Check the relevant documents and information disclosure of the company and shareholders’ relevant commitments and their performance.
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: (1) video interview with senior managers and relevant personnel of listed companies; (2) Review and verify the company’s cash dividend system and its implementation; (3) Consult the company’s relevant contracts, vouchers, three meetings documents, information disclosure documents and other materials on external financial assistance, major investment, major contracts, large capital transactions and other important matters; (4) Consult the development status of the industry and other materials, and search the network for relevant media reports.
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 capital transactions have real transaction background and reasonable reasons √
4. Whether there is no significant change in the performance of major investment or major contract √
Risk or risk
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 √
Rectification according to relevant requirements II. Problems found in the on-site inspection and description the sponsor did not find any violation of laws and regulations in corporate governance, internal control, information disclosure, use of raised funds, etc. (no text below)
(there is no text on this page, which is the signature page of Southwest Securities Co.Ltd(600369) on Sunresin New Materials Co.Ltd Xi’An(300487) 2021 annual regular on-site inspection report) signature of the sponsor representative:
Ma Li Tu He Dong
Southwest Securities Co.Ltd(600369) January 7, 2022
